NUSCALE POWER Corp 8-K/A, filed May 16, 2022
NUSCALE POWER Corp (SMR)
About this 8-K/A
NUSCALE POWER Corp filed this 8-K/A on May 16, 2022, reporting on events of April 29, 2022.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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EXPLANATORY NOTE
This Current Report on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of NuScale Power Corporation, a Delaware corporation (the “Company”), dated April 29, 2022 and filed on May 5, 2022 (the “Original Report”), in which the Company reported, among other events, the completion of the Transactions (as defined in the Original Report).
The Company is filing this Amendment No. 1 to include the following.
| (a) | Unaudited condensed financial statements of NuScale Power, LLC, an Oregon limited liability company, as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 as Exhibit 99.1; |
| (b) | Management’s Discussion and Analysis of Financial Condition and Results of Operations of NuScale Power, LLC for the three months ended March 31, 2022 as Exhibit 99.2; and |
| (c) | Unaudited pro forma condensed combined balance sheet of Spring Valley Acquisition Corp. and NuScale Power, LLC as of March 31, 2022 and the unaudited pro forma condensed combined statement of operations of Spring Valley Acquisition Corp. and NuScale Power, LLC for the three months ended March 31, 2022 as Exhibit 99.3. |
This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. Except as set forth herein, the Original Report remains unchanged.
The information in this report has also been included in a Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on May 13, 2022. Unless otherwise specified, capitalized terms used herein and in the exhibits hereto have the meanings given to such terms in the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired. |
The unaudited condensed financial statements of NuScale Power, LLC, an Oregon limited liability company, as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 are attached as Exhibit 99.1 and are incorporated herein by reference.
| (b) | Pro forma financial information. |
The unaudited pro forma condensed combined balance sheet of Spring Valley Acquisition Corp. and NuScale Power, LLC as of March 31, 2022 and the unaudited pro forma condensed combined statement of operations of Spring Valley Acquisition Corp. and NuScale Power, LLC for the three months ended March 31, 2022 are set forth in Exhibit 99.3 hereto and are incorporated herein by reference.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NuScale Power Corporation | ||
| Date: May 16, 2022 | By: | /s/ Chris Colbert |
| Name: | Chris Colbert | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
NuScale Power, LLC
Condensed Balance Sheet
| (in thousands) | March 31, 2022 | December 31, 2021 | ||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 42,683 | $ | 77,094 | ||||
| Prepaid expenses | 4,147 | 4,147 | ||||||
| Accounts receivable | 7,549 | 4,833 | ||||||
| Total current assets | 54,379 | 86,074 | ||||||
| Property, plant and equipment, net | 5,569 | 4,960 | ||||||
| In-process research and development | 16,900 | 16,900 | ||||||
| Intangible assets, net | 1,192 | 1,236 | ||||||
| Goodwill | 8,255 | 8,255 | ||||||
| Other assets | 4,777 | 3,772 | ||||||
| Total assets | $ | 91,072 | $ | 121,197 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 20,002 | $ | 22,375 | ||||
| Accrued compensation | 4,788 | 10,552 | ||||||
| Convertible notes payable | 14,147 | 14,041 | ||||||
| Other accrued liabilities | 2,660 | 1,440 | ||||||
| Total current liabilities | 41,597 | 48,408 | ||||||
| Noncurrent liabilities | 2,910 | 2,976 | ||||||
| Deferred revenue | 642 | 1,415 | ||||||
| Total liabilities | 45,149 | 52,799 | ||||||
| Mezzanine equity | 2,140 | 2,140 | ||||||
| Equity | ||||||||
| Members’ equity | ||||||||
| Convertible preferred units | 819,694 | 819,694 | ||||||
| Common units | 29,082 | 28,184 | ||||||
| Accumulated deficit | (804,993 | ) | (781,620 | ) | ||||
| Total members’ equity | 43,783 | 66,258 | ||||||
| Total liabilities, mezzanine equity and members’ equity | $ | 91,072 | $ | 121,197 | ||||
The accompanying notes are an integral part of these financial statements.
1
NuScale Power, LLC
Condensed Statements of Operations (Unaudited)
| Three Months
Ended March 31, | ||||||||
| (in thousands) | 2022 | 2021 | ||||||
| Revenue | $ | 2,445 | $ | 664 | ||||
| Cost of sales | (1,205 | ) | (406 | ) | ||||
| Gross margin | 1,240 | 258 | ||||||
| Research and development expenses | 24,380 | 18,751 | ||||||
| General and administrative expenses | 10,520 | 7,945 | ||||||
| Other expenses | 10,188 | 10,021 | ||||||
| Loss from operations | (43,848 | ) | (36,459 | ) | ||||
| Department of Energy cost share | 20,462 | 14,736 | ||||||
| Other cost share (interest expense) | 13 | (943 | ) | |||||
| Net loss | $ | (23,373 | ) | $ | (22,666 | ) | ||
The accompanying notes are an integral part of these financial statements.
2
NuScale Power, LLC
Condensed Statements of Mezzanine Equity and Members’ Equity (Unaudited)
| Members’ Equity | ||||||||||||||||||||||||||||||||
| Mezzanine Equity | Convertible Preferred Units | Common Units | Accumulated | Total Members’ | ||||||||||||||||||||||||||||
| (in thousands) | Units | Amount | Units | Amount | Units | Amount | Deficit | Equity | ||||||||||||||||||||||||
| Balances at December, 2021 | 6,000 | $ | 2,140 | 633,261 | $ | 819,694 | 9,074 | $ | 28,184 | $ | (781,620 | ) | $ | 66,258 | ||||||||||||||||||
| Exercise of common unit options | — | — | — | — | 2,928 | 470 | — | 470 | ||||||||||||||||||||||||
| Repurchase of common units | — | — | — | — | (343 | ) | (563 | ) | — | (563 | ) | |||||||||||||||||||||
| Issuance of treasury units | — | — | — | — | 12 | 20 | — | 20 | ||||||||||||||||||||||||
| Conversion of equity award to liability award | (50 | ) | (50 | ) | ||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | — | — | — | 1,021 | — | 1,021 | ||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | (23,373 | ) | (23,373 | ) | ||||||||||||||||||||||
| Balances at March 31, 2022 (unaudited) | 6,000 | $ | 2,140 | 633,261 | $ | 819,694 | 11,671 | $ | 29,082 | $ | (804,993 | ) | $ | 43,783 | ||||||||||||||||||
| Members’ Equity | ||||||||||||||||||||||||||||||||
| Mezzanine Equity | Convertible Preferred Units | Common Units | Accumulated | Total Members’ | ||||||||||||||||||||||||||||
| (in thousands) | Units | Amount | Units | Amount | Units | Amount | Deficit | Equity | ||||||||||||||||||||||||
| Balances at December, 2020 | 6,000 | $ | 2,140 | 542,729 | $ | 629,089 | 5,492 | $ | 20,899 | $ | (679,127 | ) | $ | (29,139 | ) | |||||||||||||||||
| Sale of convertible preferred units | — | — | 21,094 | 40,500 | — | — | — | 40,500 | ||||||||||||||||||||||||
| Issuance of convertible preferred units | — | — | 20 | 39 | — | — | — | 39 | ||||||||||||||||||||||||
| Exercise of common unit options | — | — | — | — | 37 | 11 | — | 11 | ||||||||||||||||||||||||
| Equity-based compensation expense | — | — | — | — | — | 3,122 | — | 3,122 | ||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | (22,666 | ) | (22,666 | ) | ||||||||||||||||||||||
| Balances at March 31, 2021 (Unaudited) | 6,000 | $ | 2,140 | 563,843 | $ | 669,628 | 5,529 | $ | 24,032 | $ | (701,793 | ) | $ | (8,133 | ) | |||||||||||||||||
The accompanying notes are an integral part of these financial statements.
3
NuScale Power, LLC
Condensed Statements of Cash Flows (Unaudited)
| Three months ended March 31, | ||||||||
| (in thousands) | 2022 | 2021 | ||||||
| OPERATING CASH FLOW | ||||||||
| Net loss | $ | (23,373 | ) | $ | (22,666 | ) | ||
| Adjustments to reconcile net loss to operating cash flow: | ||||||||
| Depreciation | 577 | 475 | ||||||
| Amortization of intangibles | 44 | 44 | ||||||
| Equity-based compensation expense | 1,021 | 3,122 | ||||||
| Net noncash change in right of use assets and lease liabilities | 406 | 378 | ||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses and other assets | (1,371 | ) | 91 | |||||
| Accounts receivable | (2,716 | ) | (7,071 | ) | ||||
| Accounts payable and accrued expenses | (646 | ) | (5,525 | ) | ||||
| Lease liability | (452 | ) | (411 | ) | ||||
| Deferred DOE cost share | (105 | ) | 161 | |||||
| Deferred revenue | (773 | ) | (32 | ) | ||||
| Accrued compensation | (5,763 | ) | 1,647 | |||||
| Net cash used in operating activities | (33,151 | ) | (29,787 | ) | ||||
| INVESTING CASH FLOW | ||||||||
| Purchases of property, plant and equipment | (1,187 | ) | (111 | ) | ||||
| Net cash used in investing activities | (1,187 | ) | (111 | ) | ||||
| FINANCING CASH FLOW | ||||||||
| Proceeds from debt issuance | — | 22,700 | ||||||
| Proceeds from sale of convertible preferred units | — | 40,500 | ||||||
| Proceeds from exercise of common unit options | 470 | 11 | ||||||
| Repurchase of common units | (563 | ) | — | |||||
| Issuance of treasury units | 20 | — | ||||||
| Net cash (used in) provided by financing activities | (73 | ) | 63,211 | |||||
| Net (decrease) increase in cash and cash equivalents | (34,411 | ) | 33,313 | |||||
| Cash and cash equivalents: | ||||||||
| Beginning of period | 77,094 | 4,864 | ||||||
| End of period | $ | 42,683 | $ | 38,177 | ||||
| Summary of noncash investing and financing activities: | ||||||||
| Conversion of accounts payable to convertible preferred units | — | 39 | ||||||
| Conversion of equity options to liability award | 1,540 | — | ||||||
The accompanying notes are an integral part of these financial statements.
4
Notes to the Unaudited Condensed Financial Statements
(in thousands, except per unit amounts)
1. Nature of Business
Organization and Operations
NuScale Power, LLC (“NuScale” or the “Company”), is a limited liability company organized in the State of Oregon in June 2011. The Company is majority owned by Fluor Enterprises, Inc., a subsidiary of Fluor Corporation.
The Company is commercializing a modular, scalable 77 megawatt electric (gross) Light Water Reactor nuclear power plant using exclusive rights to a nuclear power plant design obtained from Oregon State University.
2. Basis of Presentation
The Company’s unaudited condensed financial statements and related notes do not include footnotes and certain financial information normally presented annually under U.S. GAAP, and therefore should be read in conjunction with our 2021 audited financial statements and the notes thereto. 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.
The financial statements contained herein 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.
3. Merger with Spring Valley
In December 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spring Valley Acquisition Corp. (“Spring Valley”) and Spring Valley Merger Sub, LLC (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger (the “Surviving Company”), Spring Valley will be renamed NuScale Power Corporation, and the Company will continue to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure.
In connection with the Merger, each Convertible Preferred Unit (“CPU”) of the Company will be converted into a certain number of common units, and each NuScale common unit will receive a certain number of Surviving Company Class B common units and non-economic voting shares of NuScale Power Corporation Class B common stock. Holders of Surviving Company Class B common units will have the right to exchange each Surviving Company Class B common unit they hold, together with the cancellation for no consideration of one share of NuScale Power Corporation Class B common stock, for one share of NuScale Power Corporation Class A common stock (or cash), subject to certain restrictions.
Further, in connection with the Merger Agreement, Spring Valley also entered into subscription agreements with investors to purchase shares of NuScale Power Corporation Class A common stock for $211,000. These investments are contingent on the closing of the Merger. Additionally, $30,000 of these investments were contingent on the entry into definitive documents between the investor, Fluor Corporation and NuScale with respect to certain ancillary commercial arrangements, which were satisfied in February 2022.
Finally, in connection with the Merger, the convertible loan held by Fluor, identified in the balance sheet as convertible note payable, will be converted into NuScale common units (which will then receive Surviving Company common units and non-economic voting shares of NuScale Power Corporation Class B common stock).
5
Notes to the Unaudited Condensed Financial Statements
(in thousands, except per unit amounts)
Liquidity
The Company’s financial statements have been prepared on a basis which assumes that it will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Since inception, the Company has incurred and expects to continue to incur net losses and negative operating cash flow. Management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the development of technology and the development of market and strategic relationships with other businesses. However, as noted in the subsequent events footnote, on May 2, 2022 the merger was consummated, resulting in the receipt of $341,000 in cash. The Company believes that based on its current level of operating expenses and its currently available cash resources, it will have sufficient funds available to cover operating cash needs through the twelve month period from the financial statement reporting date. As a result of this merger, management has concluded that there is no substantial doubt about the Company’s ability to continue as a going concern within one year of the issuance date of these consolidated financial statements.
4. 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 prepaid expenses and deposits, accounts payable, accrued expenses and convertible notes payable approximates fair value due to their short maturities.
5. Accounts Receivable
Accounts receivable includes reimbursement requests outstanding from the DOE awards and are recognized as eligible costs are incurred. At March 31, 2022 and December 31, 2021, accounts receivable are presented net of $10,237 of related deferred DOE cost share liabilities that have the right of offset. Reimbursement under the awards are included in Department of Energy Cost Share in the Statement of Operations.
6
Notes to the Unaudited Condensed Financial
Statements
(in thousands, except per unit amounts)
6. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
| (in thousands) | March 31, 2022 | December 31, 2021 | ||||||
| Furniture and fixtures | $ | 173 | $ | 173 | ||||
| Office and computer equipment | 5,638 | 5,638 | ||||||
| Software | 16,423 | 15,227 | ||||||
| Test equipment | 347 | 347 | ||||||
| Leasehold improvements | 2,689 | 2,689 | ||||||
| 25,270 | 24,074 | |||||||
| Less: Accumulated depreciation | (21,209 | ) | (20,632 | ) | ||||
| Add: Assets under development | 1,508 | 1,518 | ||||||
| Net property, plant and equipment | $ | 5,569 | $ | 4,960 | ||||
7. Notes Payable
Convertible Note Payable
In September 2011, NuScale entered into a convertible loan agreement with Fluor in the amount of $10,281 with a maturity date of September 30, 2013. The loan has been extended annually and is now due on June 30, 2022. The debt is convertible at Fluor’s option at the original issue price per unit of the Company’s next round of financing securities amounting to no less than $16,000.
At March 31, 2022, the convertible debt outstanding was $14,147, comprised of the original borrowing of $11,331 less the amortized premium of $1,050 plus accrued interest of $3,866.
In April 2022, Fluor elected to convert all of their outstanding debt, totaling $14,181, to 8,258 common units at a price per unit of $9.91, which is equivalent to the PIPE price per unit received in conjunction with the Merger agreement described in footnote 3.
Other Notes Payable
In January, 2021, NuScale signed a Line of Credit Promissory Note with Fluor in the amount of $30,000. Fluor advanced the Company $27,200 under this agreement all of which was repaid in June, 2021.
8. Employee Benefits
401(k) Plan
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 $672 and $425 for the three months ended March 31, 2022 and 2021, respectively.
9. Mezzanine and Members’ Equity
Convertible Preferred Units
The Board of Managers consists of six Managers and oversees the business and affairs of the Company. CPU holders have the right to designate and elect the majority of the Managers. Holders of CPUs have one vote per unit on matters as specified in the LLC’s Operating Agreement dated September 30, 2011, as amended (the “Operating Agreement”).
7
Notes to the Unaudited Condensed Financial Statements
(in thousands, except per unit amounts)
The Company entered into a Preferred Units Purchase Agreement with JGC Holdings Corporation (“JGC”) in March 2021 for $40,000, or $1.92 per CPU. In addition to, and in connection with this agreement, the Company entered into a Business Collaboration Agreement (“BCA”) with JGC whereby the Company has committed to award JGC a specific scope of supply at commercial terms to be determined in the future. No additional value was assigned to the BCA.
Common Units
The Company’s common units reported in mezzanine equity feature certain redemption rights at the option of the holder and upon an event outside the control of the Company. The redemption right is only available to the holders of the common units if the U.S. Nuclear Regulatory Commission issues a written determination that the ownership of these common units creates a conflict of interest. It is not probable that this event, which is outside our control, will occur.
Accordingly, the 6,000 common units subject to possible redemption is presented as mezzanine equity, outside of members’ equity. The Company has not adjusted the carrying value of these common units subject to the redemption feature because it is not probable the redemption right will be exercised.
The LLC Agreement authorizes the Company to issue 96,800 common units for purposes of equity compensation. As of March 31, 2022, there were 475 unit options available to issue.
10. Equity-Based Compensation
Unit options are granted at an exercise price equal to the fair market value of the Company’s common units at the date of grant.
The following table summarizes the activity relating to the Plan:
| Unit Options | Number of Units | Weighted Average Exercise Price | ||||||
| Outstanding at December 31, 2021 | 88,878 | $ | 0.63 | |||||
| Granted | 1,201 | 1.65 | ||||||
| Exercised | (2,928 | ) | 0.16 | |||||
| Forfeited | (92 | ) | 1.23 | |||||
| Expired | (59 | ) | 0.50 | |||||
| Outstanding at March 31, 2022 | 87,000 | 0.66 | ||||||
| Exercisable at March 31, 2022 | 73,817 | 0.57 | ||||||
The total compensation expense recognized for common unit options vested during three months ended March 31, 2022 and 2021 was $1,021 and $3,122, respectively. This includes G&A expense of $444 and other expense of $577 for the three months ended March 31, 2022 and $1,659 of G&A expense and $1,463 in other expense for the three months ended March 31, 2021. The remaining unrecognized compensation expense related to nonvested awards as of March 31, 2022 was $9,194. The Company expects to recognize this compensation expense over the weighted average remaining recognition period of 2.44 years, subject to forfeitures that may occur during that period.
The Company measures the fair value of each unit option grant at the date of grant using a Black-Scholes option pricing model. The weighted-average grant date fair value of options granted during the three months ended March 31, 2022 was $1.09. The following assumptions were used in determining the fair value of options granted during the three months ended March 31:
| 2022 | ||||
| Risk-free interest rate | 1.44% | |||
| Expected dividend yield | NA | |||
| Expected option life | 6.25 years | |||
| Expected price volatility | 73.98% | |||
8
Notes to the Unaudited Condensed Financial Statements
(in thousands, except per unit amounts)
Common Unit Appreciation Rights
In April 2013, the Company granted its Chief Executive Officer 1,000 common unit appreciation rights (“UARs”). The UARs vested one-third each year on the anniversary of the grant date. Upon exercise of a UAR, the holder will receive common units equal to the excess of the fair value of the common units over the strike price of $0.11 at the grant date multiplied by the number of rights exercised and divided by the fair value of the common unit upon exercise.
The Company measured the fair value of each UAR at the date of grant using a Black-Scholes option pricing model. The assumptions used in the Black Scholes model are the same as those utilized in determining the fair value of options to purchase common units outlined above. The weighted average fair value of UARs granted was $0.06.
In February 2022, the Board of Managers approved a $1,540 cash payment (included in other accrued liabilities on the Condensed Balance Sheet) in lieu of equity issuance related to the UARs, which triggered recognition of $1,490 of equity-based compensation expense.
11. Related Party Transactions
From time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or NuScale perform services for one another. For the three months ended March 31, 2022 and 2021, NuScale incurred expenses of $3,601 and $3,193, respectively, related to such arrangements. As of March 31, 2022 and 2021, NuScale owes Fluor, as accounts payable, amounts totaling $2,100 and $1,021, respectively. For the three months ended March 31, 2022 and 2021, NuScale earned revenue of $1,561 and $441, respectively.
12. 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. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations.
In conjunction with Utah Associated Municipal Power Systems (“UAMPS”) Award 8935, we entered into a Development Cost Reimbursement Agreement (“DCRA”), pursuant to which we are developing the NRC license application and performing other site licensing and development activities. Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which vary based on the stage of project development, if certain performance criteria are not met. The maximum reimbursement based on the current stage of project development is $57,000. As of March 31, 2022 the net development costs incurred by UAMPS totaled $10,077. We are currently in compliance and expect to remain in compliance with all related performance criteria.
13. Subsequent Events
On May 2, 2022, the Merger Agreement and Merger (collectively the “Transaction”) described in footnote 3 was completed, resulting in NuScale surviving the merger and Spring Valley changing its name to NuScale Power Corporation. NuScale will continue to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. The Transaction resulted in NuScale receiving cash in the amount of $341,000, consisting of $235,000 in PIPE funding and $145,300 in cash in trust, partially offset by transaction costs of $39,300.
An evaluation of subsequent events has been performed through May 12, 2022, the date that the financial statements were issued, for purposes of disclosure and recognition.
9
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless otherwise specified, capitalized terms used but not defined herein have the meanings given to such terms in the prospectus that is part of the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on May 13, 2022.
The following discussion and analysis of the financial condition and results of operations of NuScale Power, LLC (“NuScale LLC”) should be read together with our financial statements as of and for the years ended December 31, 2021 and 2020 and unaudited interim condensed financial statements as of and for the three months ended March 31, 2022 and 2021, together with related notes thereto. The discussion and analysis should also be read together with the section entitled “Historical Business of NuScale LLC” and our pro forma financial information as of and for the year ended December 31, 2021. See “Unaudited Pro Forma Condensed Combined Financial Information.” This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those projected in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of the prospectus. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NuScale LLC” section to “NuScale LLC,” “us,” “our” or “we” refer to NuScale LLC prior to the Merger, and to NuScale Power, Corporation (“NuScale Corp”) following the consummation of the Transactions.
Overview
Our mission is to provide scalable advanced nuclear technology for the production of electricity, heat, and clean water to improve the quality of life for people around the world. We are changing the power that changes the world by creating an energy source that is smarter, cleaner, safer and cost competitive.
Our SMR, known as NPM, provides a scalable power plant solution incorporating enhanced safety, improved affordability and extended flexibility for diverse electrical and process heat applications. Our scalable design provides carbon-free energy and at a reduced cost when compared with gigawatt-sized nuclear facilities.
Since our founding in 2007, we have made significant progress towards commercializing the first SMR in the United States. In 2017, we submitted our Design Certification Application (“DCA”) to the NRC. On August 28, 2020, the NRC issued its Final Safety Evaluation Report, representing the NRC’s completion of its technical review. On September 11, 2020 the NRC issued its SDA of our NPM and scalable plant design. With this phase of NuScale LLC’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 NPM and plant design. We expect our operating losses and negative operating cash flows to grow until the commercialization of the NPM.
The Transactions
We entered into the Merger Agreement with Spring Valley and Merger Sub on December 13, 2021. Pursuant to the Merger Agreement, on May 2, 2022, Merger Sub merged with and into NuScale LLC with NuScale LLC surviving the Merger as a wholly owned subsidiary of Spring Valley. Spring Valley was then renamed NuScale Power Corp.
The Merger was accounted for as a reverse recapitalization as provided under U.S. GAAP. NuScale LLC was deemed the predecessor and NuScale Corp is the successor SEC registrant, meaning that NuScale LLC’s financial statements for previous periods will be disclosed in NuScale Corp’s future periodic reports filed with the SEC. Spring Valley was treated as the acquired company for financial statement reporting purposes. The most significant change in NuScale Corp’s future reported financial position and results is a net increase in cash (as compared to NuScale LLC’s financial position as of March 31, 2022) of $341.0 million.
1
Immediately after giving effect to the Transactions and PIPE Investment NuScale Corp’s common stock consisted of the following:
| Ownership % | ||||
| Spring Valley’s public shareholders | 6.5 | % | ||
| Legacy NuScale equityholders (excluding public shares held prior to the Merger) | 80.4 | % | ||
| Spring Valley Acquisition Sponsor, LLC and related parties | 2.4 | % | ||
| PIPE Investors | 10.7 | % | ||
| Total NuScale Corp common stock | 100.0 | % | ||
Key Factors Affecting Our Prospects and Future Results
We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including competition from carbon-based and other non-carbon-based energy generators, the risk of perceived safety issues and their consequences for our reputation and the other factors discussed under the section titled “Risk Factors.” We believe the factors described below are key to our success.
Commencing and Expanding Commercial Launch Operations
In September 2020, we became the first and only company to receive NRC SDA for an SMR. We believe our commercialization activities are being completed at a pace that can support delivery of modules to a client site as early as 2027. We have an agreement in place with UAMPS to deploy a NuScale 6-module power plant at the DOE’s Idaho National Laboratory as part of UAMPS’ CFPP. Commercial operation of that power plant is slated for 2029. In November 2021, we signed a teaming agreement with S.N. Nuclearelectrica S.A., an entity that operates under the authority of the Romanian Ministry of Energy, to advance the deployment of our NPMs to Romania. Under the teaming agreement, we will evaluate activities associated with the planning, siting and licensing of our NuScale power plant technology at a site that is the location of an existing coal-fueled electricity plant. We expect the site in Romania to use six modules and to be commercially operable by 2028.
We have over 100 potential target customers, including, in addition to UAMPS, ten customers across seven countries that we consider highly interested customers who are considering an NPM power plant deployment in the late 2020s or early 2030s. We believe the long lead-time involved with siting an SMR, the number of customers in our pipeline and the work being performed by these potential customers involving a NuScale deployment project bode well for our potential future success.
Regulatory Approvals
We expect to submit an application to the NRC for our latest power enhanced design. If approved, the licensed output of our NPM will be raised from 50 MWe to 77 MWe. Approval of the design, which could come in 2024, would increase the cost-competitiveness of our NPM, and we consider obtaining such approval a critical milestone.
Other factors that we believe are critical to our future success are country-level approvals of our NPM design. We also believe site-approvals by our customers to be key to facilitating broader adoption of our products and services. Obtaining these approvals before others is critical in maintaining our competitive advantage.
Successful Implementation of the First NPM Power Plant
A critical step in our success will be the successful construction and operation of the first power plant using our NPM. We expect that the first NPM for the UAMPS facility could be operational as early as 2029 with the remaining five modules achieving commercial operation in 2030.
Key Components of Results of Operations
We are an early-stage company and our historical results may not be indicative of our future results. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.
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Revenue
We have not generated any material revenue to date. All revenue that we have generated to date arises from engineering and licensing services provided to potential customers. As a result of those front end engineering and development services, we expect to generate a significant portion of our revenue from the sale of NPMs. We also expect 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.
Expenses
Research and Development Expense
Our R&D expenses consist primarily of internal and external expenses incurred in connection with our R&D activities. These expenses include labor directly performed on our projects and fees paid to third parties working on and testing specific aspects of our NPM design. R&D costs have been expensed as incurred. We expect R&D expenses to grow as we continue to develop the SMR technology and develop market and strategic relationships with other businesses.
General and Administrative Expense
G&A expenses consist of compensation costs for personnel in executive, finance, accounting, human resources and other administrative functions. G&A expenses also include legal fees, professional fees paid for accounting, auditing, and consulting services, insurance costs and facility costs. Following the Transactions, we expect we will incur higher G&A expenses for public company costs such as compliance with the regulations of the SEC and the NYSE.
Other Operating Expense
Other operating expenses consist primarily of compensation costs (including indirect benefits and stock-based compensation expense) for operating personnel that cannot be directly attributed to a project.
Department of Energy Cost Share
The DOE cost share amounts reflect our cost-sharing arrangement with the DOE. Generally, as our qualifying operating costs change, there is a corresponding change in the reimbursable amounts. The amount of any reimbursement is recognized in the period that we recognize the qualifying expenses.
Income Tax Effects
We are a limited liability company that is treated as a partnership for tax purposes, with each of our members accounting for its share of tax attributes and liabilities. Accordingly, there are no current or deferred income tax amounts recorded in our financial statements.
Results of Operations
Comparison of the Three Months Ended March 31, 2022 and 2021
| Three
Months Ended March 31, | ||||||||
| (in thousands) | 2022 | 2021 | ||||||
| Revenue | $ | 2,445 | $ | 664 | ||||
| Cost of sales | (1,205 | ) | (406 | ) | ||||
| Gross margin | 1,240 | 258 | ||||||
| Research and development expenses | 24,380 | 18,751 | ||||||
| General and administrative expenses | 10,520 | 7,945 | ||||||
| Other expenses | 10,188 | 10,021 | ||||||
| Loss from operations | (43,848 | ) | (36,459 | ) | ||||
| Department of Energy cost share | 20,462 | 14,736 | ||||||
| Other cost share (interest expense) | 13 | (943 | ) | |||||
| Net loss | $ | (23,373 | ) | $ | (22,666 | ) | ||
3
Revenue
The increase in revenue can be attributed to activities in support of the EPCDA for CFPP, as well as nuclear technologies consulting services.
Research and Development
R&D expenses increased due to higher professional fees associated with the standard plant design work of $4.3 million and compensation costs of $1.3 million as a result of increased headcount as we expand our Licensing department.
General and Administrative
G&A expenses increased as a result of $1.3 million of higher accounting fees in preparation to go public and marketing fees as we continue to expand internationally, $1.0 million in compensation costs due to an increase in headcount, and $0.3 million in equity-based compensation.
Department of Energy Cost Share
The DOE cost share increase of $5.7 million reflects the incurrence of higher qualifying costs for the three months ended March 31, 2022 compared to the three months ended March 31, 2021.
Comparison of the Years Ended December 31, 2021 and 2020
| Year Ended December 31, | ||||||||
| (in thousands) | 2021 | 2020 | ||||||
| Revenue | $ | 2,862 | $ | 600 | ||||
| Cost of sales | (1,770 | ) | (355 | ) | ||||
| Gross margin | 1,092 | 245 | ||||||
| Other operating expenses | ||||||||
| Research and development | 93,136 | 95,267 | ||||||
| General and administrative | 46,725 | 37,176 | ||||||
| Other | 35,531 | 26,645 | ||||||
| Loss from operations | (174,300 | ) | (158,843 | ) | ||||
| Department of Energy cost share | 73,522 | 71,109 | ||||||
| Interest expense and other | (1,715 | ) | (653 | ) | ||||
| Net loss | $ | (102,493 | ) | $ | (88,387 | ) | ||
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Research and Development
A breakdown of R&D costs by nature for the years ended December 31, 2021 and 2020 is presented below:
| Year Ended December 31, | ||||||||
| (in thousands) | 2021 | 2020 | ||||||
| Research and development expenses: | ||||||||
| Professional fees | $ | 64,815 | $ | 63,856 | ||||
| Personnel costs | 28,086 | 31,264 | ||||||
| Other | 235 | 165 | ||||||
| Total | $ | 93,136 | $ | 95,267 | ||||
The decrease in personnel costs was driven by the fact that the NRC’s review of the NPM design application concluded in late 2020.
General and Administrative
The increase in 2021 G&A expenses was primarily due to an increase in compensation and benefits of $4.5 million, a contract settlement fee with a former advisor of $3.3 million and $2.2 million related to higher advertising costs, partially offset by lower equity-based compensation of $0.5 million.
Other Operating Expense
Other operating expenses increased year over year as a result of higher compensation costs of $6.2 million, equity-based compensation of $3.2 million and $0.5 million in various other expenses, partially offset by lower professional fees of $1.0 million.
Liquidity and Capital Resources
Liquidity
We measure liquidity in terms of our ability to fund the cash requirements of our R&D activities and our near term business operations, including our contractual obligations and other commitments. Our current liquidity needs primarily involve R&D activities for the ongoing development of the NPM and associated plant design.
We had $42.7 million in cash and cash equivalents as of March 31, 2022 (compared to $77.1 million as of December 31, 2021). We also had total debt of $14.1 million as of March 31, 2022 (compared to $14.0 million as of December 31, 2021), representing outstanding principal and accrued interest on the Fluor Convertible Note.
Since inception, we have incurred significant operating losses, have an accumulated deficit of $805.0 million and negative operating cash flow during the three months ended March 31, 2022 and 2021. Management expects that operating losses and negative cash flows may increase because of additional costs and expenses related to the development of technology and the development of market and strategic relationships with other companies. However, as noted above, on May 2, 2022 the transactions were consummated, resulting in the receipt of $341.0 million in cash. The Company believes that based on its current level of operating expenses and its currently available cash resources, it will have sufficient funds available to cover operating cash needs through the twelve month period from the financial statement reporting date.
To date, we have not generated any material revenue. We do not expect to generate any meaningful revenue unless and until we are able to commercialize our NPM and related services. We expect our costs to increase in connection with advancement of our products and services toward commercialization. In addition, we expect to incur additional costs associated with operating as a public company. While we believe that the proceeds of the Transactions will be sufficient to reach commercialization of our NPM, certain costs are not reasonably estimable at this time and we may require additional funding and our projections anticipate certain customer-sourced income that is not assured.
5
Summary Statement of Cash Flows for the Three Months Ended March 31, 2022 and 2021
The following table sets forth the primary sources and uses of cash and cash equivalents for the periods presented below:
| Three Months Ended March 31, | ||||||||
| (in thousands) | 2022 | 2021 | ||||||
| Net cash used in operating activities | $ | (33,151 | ) | (29,787 | ) | |||
| Net cash used in investing activities | (1,187 | ) | (111 | ) | ||||
| Net cash (used in) provided by financing activities | (73 | ) | 63,211 | |||||
| Net (decrease) increase in cash and cash equivalents | $ | (34,411 | ) | $ | 33,313 | |||
Cash Flows used in Operating Activities
Our operating cash flow decreased during the three months ended March 31, 2022 as a result of higher cash payments for compensation costs, partially offset by a significant increase in accounts receivable during the three months ended March 31, 2021.
Cash Flows from Financing Activities
During the three months ended March 31, 2021, net cash provided by financing activities consisted of proceeds from the incurrence of debt of $22.7 million in the form of a line of credit promissory note with Fluor, and $40.5 million from the sale of convertible preferred units. We had no such activity for the three months ended March 31, 2022.
Summary Statement of Cash Flows for the Years Ended December 31, 2021 and 2020
The following table sets forth the primary sources and uses of cash and cash equivalents for the periods presented below:
| Year Ended December 31, | ||||||||
| (in thousands) | 2021 | 2020 | ||||||
| Net cash used in operating activities | $ | (99,162 | ) | $ | (47,235 | ) | ||
| Net cash used in investing activities | (1,952 | ) | (3,526 | ) | ||||
| Net cash provided by financing activities | 173,344 | 38,494 | ||||||
| Net increase (decrease) in cash and cash equivalents | $ | 72,230 | $ | (12,267 | ) | |||
Cash Flows used in Operating Activities
Net cash used in our operating activities increased during 2021 due to a larger net loss, the utilization of $13 million of previously deferred DOE cost share and $20 million change in accounts receivable primarily related to a large $18 million DOE collection in 2020, partially offset by higher accruals associated with compensation and professional fees.
Cash Flows from Financing Activities
In 2021, net cash provided by financing activities consisted of the sale of $192.5 million in convertible preferred units, partially offset by the repayment of $20 million in debt to Fluor.
In 2020, net cash provided by financing activities consisted of proceeds from the incurrence of debt of $20 million in the form of a note payable to Fluor and proceeds from the sale of convertible preferred units of $18.5 million.
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Commitments and Contractual Obligations
As of December 31, 2021, the Company has no material commitments or contractual obligations.
Off-Balance Sheet Arrangements
As of December 31, 2021, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
Critical Accounting Policies and Estimates
Our financial statements have been prepared in accordance with U.S. GAAP. Preparation of the financial statements requires our management to make a number of judgments, estimates and assumptions relating to the reported amount of expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our financial statements. Our significant accounting policies are described in our financial statements included elsewhere in this prospectus. Additional information about our critical accounting policies follows:
Accounts Receivable
Accounts receivable includes reimbursement requests outstanding from the DOE awards and are recognized as eligible costs are incurred. Such treatment creates symmetry with our incurrence of qualifying costs. Accounts receivable are presented net of related deferred DOE cost share liabilities that have the right of offset. We do assess the probability of collection from the DOE in establishing the fair value of recorded amounts.
Revenue Recognition
We recognize fixed price contract revenue with multiple performance obligations as each obligation is completed. We allocate the transaction price to each performance obligation using an estimate of the stand- alone selling price of each distinct service in the contract. Revenue recognized on contracts that have not been billed to customers is classified as a current asset under Accounts Receivable on the Balance Sheet. Amounts billed to clients in excess of revenue recognized are classified as a current liability under Deferred Revenue.
We recognize time and material contracts revenue over time, matching continuous transfer of control to the customer. We account for these contracts as a single performance obligation and recognize revenue using the percentage-of-completion (“POC”) method, based on contract cost incurred to date compared to total estimated contract cost. The POC method (an input method) is the most faithful depiction of our performance because it directly measures the value of the services transferred to the customer. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client.
We exclude all taxes assessed by governmental authorities from our measurement of transaction prices that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of sales.
We generally provide limited warranties for work performed under our engineering contracts. The warranty periods typically extend for a limited duration following substantial completion of our work.
Because our SMR is designed to be sold on a modular basis, we are limited under U.S. GAAP in our ability to recognize revenue on a POC basis. Other companies with a less-standardized approach might be able to use POC, which would have the effect of accelerating their recognition of profit ahead of us, given our use of completed contract accounting.
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Equity-Based Compensation
Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the grantee is required to provide service in exchange for the award. The determination of fair value requires significant judgment and the use of estimates, particularly with regard to Black- Scholes assumptions such as stock price volatility and expected option lives to value equity-based compensation. Equity-based compensation is recorded as a general and administrative expense and other expense in the statements of operations.
We measure the fair value of each unit option grant at the date of grant using a Black-Scholes option pricing model. We estimate the expected term of options granted based on historical experience and expectations. We use the treasury yield curve rates for the risk-free interest rate in the option valuation model with maturities similar to the expected term of the options. Volatility is determined by reference to the actual volatility of several publicly traded companies that are similar to us in our industry sector. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option valuation model. Forfeitures are recognized as they occur. All equity-based payment awards subject to graded vesting based only on a service condition are amortized on a straight-line basis over the requisite service periods.
There is substantial judgment in selecting the assumptions which we use to determine the fair value of such stock awards and other companies could use similar market inputs and experience and arrive at different conclusions with respect to those used to calculate fair value. Using alternative assumptions could cause there to be differences in the resulting fair value. If the fair value were to increase, the amount of expense that would result would also increase. Conversely, if the fair value were to decrease, the amount of expense would decrease.
Emerging Growth Company Accounting Election
Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect not to take advantage of the extended transition period and comply with the requirements that apply to non-EGCs, and any such election to not take advantage of the extended transition period is irrevocable. We expect to be an EGC through the end of 2025 and will have the benefit of the extended transition period. We intend to take advantage of the benefits of this extended transition period.
Recent Accounting Pronouncements
Management believes there is no new accounting guidance issued but not yet effective that would have a material impact to the Company’s current financial statements.
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Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Unless otherwise specified, capitalized terms used but not defined herein have the meanings given to such terms in the prospectus that is part of the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on May 13, 2022.
Introduction
The unaudited pro forma condensed combined balance sheet as of March 31, 2022 and the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2022 and the year ended December 31, 2021 present the historical financial statements of Spring Valley and NuScale LLC, adjusted to reflect the Transactions. The unaudited condensed combined pro forma balance sheet as of March 31, 2022 gives pro forma effect to the Transactions and related transactions as if they had occurred on March 31, 2022. The unaudited pro forma condensed combined statements of operations data for the three months ended March 31, 2022 and the year ended December 31, 2021 gives pro forma effect to the Transactions and related transactions as if they had been consummated on January 1, 2021. The unaudited pro forma condensed combined financial information has been prepared in accordance with Regulation S-X, as amended.
The Transactions include:
| • | the merger of Merger Sub, a wholly owned subsidiary of Spring Valley, with and into NuScale LLC, with NuScale LLC surviving the merger as a subsidiary of Spring Valley; |
| • | the reverse recapitalization between Spring Valley and NuScale LLC; |
| • | the conversion of the aggregate principal balance of Fluor Convertible Notes into NuScale LLC Units, (which will then be converted into and exchanged for NuScale LLC Class B Units and Class B Common Stock); and |
| • | the issuance and sale of 23,700,002 shares of Class A common stock for a purchase price of approximately $10.00 per share and an aggregate purchase price of $235,000,000 in the PIPE Investment pursuant to the Subscription Agreements; |
The unaudited pro forma condensed combined financial information has been developed from and should be read in conjunction with:
| • | the notes accompanying the unaudited pro forma condensed combined financial statements; |
| • | the historical audited financial statements of Spring Valley included elsewhere in the prospectus; |
| • | the historical audited financial statements of NuScale LLC set forth in the prospectus; |
| • | the discussion of the financial condition and results of operations of Spring Valley and NuScale LLC set forth in the prospectus; and |
| • | other information contained in the prospectus. |
Upon the Closing, Legacy NuScale Equityholders held securities exchangeable for an aggregate of 178,396,711 shares of Class A Common Stock (or, upon the election of NuScale Corp, cash in an amount equal to the net proceeds raised by selling such Class A Common Stock in a contemporaneous underwritten offering). In addition, NuScale Corp assumed all outstanding NuScale Options and the holders of those NuScale Options will be entitled to receive up to 14,799,894 shares of Class A Common Stock upon exercise. The assumed NuScale Options are subject to vesting conditions. The Transactions were accomplished through an “UP-C” structure and the type and mix of consideration received by the Legacy NuScale Equityholders reflect the implementation of such structure.
Pursuant to the Tax Receivable Agreement, NuScale Corp will be required to pay 85% of the net cash tax savings from certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and other tax benefits resulting from any exchange by the TRA Holders of NuScale LLC Class B Units for shares of Class A Common Stock or, upon the election of NuScale Corp, cash in an amount equal to the net proceeds raised by selling such Class A Common Stock in a contemporaneous underwritten offering, in the future. Any such payments to TRA Holders will reduce the cash provided by the tax savings generated from future exchanges that would otherwise have been available to NuScale Corp for other uses, including reinvestment or dividends to Class A stockholders. Cash tax savings from the remaining 15% of the tax benefits will be retained by NuScale Corp. NuScale Corp’s obligations under the Tax Receivable Agreement accelerate upon a change in control and certain other termination events, as defined therein.
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NuScale Corp expects to benefit from the remaining 15% of cash savings. Due to the uncertainty of the amount and timing of future exchanges of NuScale LLC Class B Units, the unaudited pro forma condensed combined financial information assumes that no exchanges of NuScale LLC Class B Units have occurred and therefore, no increases in tax basis have been realized. Additionally, NuScale Corp would recognize a full valuation allowance for any deferred tax asset realized based on NuScale LLC’s current assessment of the future realizability.
The following summarizes the Common Stock outstanding as of May 3, 2022:
| Shares | % | |||||||
| Spring Valley Class A Shareholders | 14,400,369 | 6.5 | % | |||||
| Spring Valley Founders(A)(B) | 3,871,009 | 1.8 | % | |||||
| Total Spring Valley | 18,271,378 | 8.3 | % | |||||
| Legacy NuScale Equityholders | 178,396,711 | 81.0 | % | |||||
| PIPE Shares | 23,700,002 | 10.8 | % | |||||
| Total Shares at Closing (excluding shares below) | 220,368,091 | 100.0 | % | |||||
| Remaining NuScale Consideration Shares – upon Exercise of NuScale Corp Options | 14,799,894 | |||||||
| Other – Earn Out Shares(A) | 1,643,924 | |||||||
| Total Diluted Shares at Closing (including shares above) | 236,811,909 | |||||||
| (A) | Spring Valley Founders Shares includes “Earn Out Shares”. Fifty percent of the Earn Out Shares vest, pursuant to the Sponsor Letter Agreement, if NuScale Corp trades at $12.00 per share or higher over any 20 trading days within a 30-day window during the 60 months following the closing, the dollar volume-weighted average price (“VWAP”) is greater than or equal to $12.00 per share. The remainder of the Earn Out Shares vest if NuScale Corp trades at $14.00 per share or higher over any 20 trading days within a 30-day window during the 60 months following the closing, the VWAP is greater than or equal to $14.00 per share. |
| (B) | Includes an aggregate of 120,000 Spring Valley Class B ordinary shares that were issued to Spring Valley’s independent directors. |
2
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2022
(amounts in thousands, except share and per share amounts)
| Spring Valley After Reclassifications (See Note 2) | NuScale LLC (Historical) | Transaction Accounting Adjustments | Notes | Pro Forma Combined | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | 577 | $ | 42,683 | $ | 232,344 | (A) | $ | 382,085 | |||||||||||
| 235,000 | (B) | |||||||||||||||||||
| (40,090 | ) | (C) | ||||||||||||||||||
| (86,889 | ) | (I) | ||||||||||||||||||
| (1,540 | ) | (R) | ||||||||||||||||||
| Accounts receivable | — | 7,549 | 7,549 | |||||||||||||||||
| Prepaid expenses | 73 | 4,147 | 4,220 | |||||||||||||||||
| Total current assets | 650 | 54,379 | 338,825 | 393,854 | ||||||||||||||||
| Property, plant and equipment, net | — | 5,569 | 5,569 | |||||||||||||||||
| In-process research and development | — | 16,900 | 16,900 | |||||||||||||||||
| Intangible assets, net | — | 1,192 | 1,192 | |||||||||||||||||
| Goodwill | — | 8,255 | 8,255 | |||||||||||||||||
| Other assets | — | 4,777 | (2,302 | ) | (C) | 2,475 | ||||||||||||||
| Deferred tax assets | — | — | — | (K) | — | |||||||||||||||
| Investments held in Trust Account | 232,344 | — | (232,344 | ) | (A) | — | ||||||||||||||
| Total assets | 232,994 | 91,072 | 104,179 | 428,245 | ||||||||||||||||
| Liabilities and Equity | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Accounts payable and accrued expenses | $ | 5,056 | $ | 20,002 | $ | (402 | ) | (C) | $ | 24,656 | ||||||||||
| Accrued compensation | — | 4,788 | 4,788 | |||||||||||||||||
| Convertible notes payable | — | 14,147 | (14,147 | ) | (H) | — | ||||||||||||||
| Other accrued liabilities | — | 2,660 | 2,660 | |||||||||||||||||
| Total current liabilities | 5,056 | 41,597 | (14,549 | ) | 32,104 | |||||||||||||||
| Noncurrent liabilities | — | 2,910 | 2,910 | |||||||||||||||||
| Deferred revenue | — | 642 | 642 | |||||||||||||||||
| Deferred underwriting fee payable | 8,050 | — | (8,050 | ) | (C) | — | ||||||||||||||
| Tax receivable agreement liability | — | — | — | (L) | — | |||||||||||||||
| Derivative warrant liabilities | 39,984 | — | 39,984 | |||||||||||||||||
| Total liabilities | 53,090 | 45,149 | (22,599 | ) | 75,640 | |||||||||||||||
| Commitments and Contingencies | ||||||||||||||||||||
| Redeemable shares | ||||||||||||||||||||
| Spring Valley Class A ordinary shares | 232,300 | — | (232,300 | ) | (D) | — | ||||||||||||||
| NuScale mezzanine equity | — | 2,140 | (2,140 | ) | (E) | — | ||||||||||||||
| Equity | ||||||||||||||||||||
| Spring Valley Preference shares | — | — | — | (D) | — | |||||||||||||||
| Spring Valley Class A ordinary shares | — | — | — | (D) | — | |||||||||||||||
| Spring Valley Class B ordinary shares | 1 | — | (1 | ) | (F) | — | ||||||||||||||
| NuScale Common units | — | 29,082 | (29,082 | ) | (E) | — | ||||||||||||||
| NuScale Convertible preferred units | — | 819,694 | (819,694 | ) | (E) | — | ||||||||||||||
| Class A Common Stock | — | — | 2 | (B) | 4 | |||||||||||||||
| 2 | (D) | |||||||||||||||||||
| 1 | (F) | |||||||||||||||||||
| (1 | ) | (I) | ||||||||||||||||||
| Class B Common Stock | — | — | 18 | (E) | 18 | |||||||||||||||
| Additional paid-in capital | — | — | 234,998 | (B) | 221,070 | |||||||||||||||
| (32,189 | ) | (C) | ||||||||||||||||||
| 232,298 | (D) | |||||||||||||||||||
| 850,898 | (E) | |||||||||||||||||||
| (52,397 | ) | (G) | ||||||||||||||||||
| 14,147 | (H) | |||||||||||||||||||
| (86,888 | ) | (I) | ||||||||||||||||||
| (939,737 | ) | (J) | ||||||||||||||||||
| (60 | ) | (R) | ||||||||||||||||||
| Accumulated deficit | (52,397 | ) | (804,993 | ) | (1,751 | ) | (C) | (153,935 | ) | |||||||||||
| 52,397 | (G) | |||||||||||||||||||
| 654,289 | (J) | |||||||||||||||||||
| (1,480 | ) | (R) | ||||||||||||||||||
| Noncontrolling interest | 285,448 | (J) | 285,448 | |||||||||||||||||
| Total equity/(deficit) | (52,396 | ) | 43,783 | 361,218 | 352,605 | |||||||||||||||
| Total liabilities and equity/(deficit) | $ | 232,994 | $ | 91,072 | $ | 104,179 | $ | 428,245 | ||||||||||||
The accompanying notes are integral to the unaudited pro forma condensed combined financial information
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2022
(in thousands, except share and per share data)
| Spring
Valley (Historical) | NuScale LLC (Historical) | Transaction Accounting Adjustments | Notes | Pro
Forma Combined | ||||||||||||||
| Revenue | $ | — | $ | 2,445 | $ | $ | 2,445 | |||||||||||
| Cost of sales | — | (1,205 | ) | (1,205 | ) | |||||||||||||
| Gross margin | — | 1,240 | — | 1,240 | ||||||||||||||
| Other operating expenses: | ||||||||||||||||||
| Research and development | — | 24,380 | 24,380 | |||||||||||||||
| General and administrative | 5,147 | 10,520 | 15,667 | |||||||||||||||
| Other expenses | — | 10,188 | 10,188 | |||||||||||||||
| Total other operating expenses | 5,147 | 45,088 | — | 50,235 | ||||||||||||||
| Loss from operations | (5,147 | ) | (43,848 | ) | — | (48,995 | ) | |||||||||||
| Other income: | ||||||||||||||||||
| Department of Energy cost share | — | 20,462 | 20,462 | |||||||||||||||
| USTDA cost share | — | 115 | 115 | |||||||||||||||
| Interest expense and other | — | (102 | ) | 106 | (M) | 4 | ||||||||||||
| Income from investments held in Trust Account | 23 | — | (23 | ) | (O) | — | ||||||||||||
| Change in fair value of derivative liabilities | (10,835 | ) | — | (10,835 | ) | |||||||||||||
| Net loss | (15,959 | ) | (23,373 | ) | 83 | (39,249 | ) | |||||||||||
| Net loss attributable to noncontrolling interest | — | — | (31,792 | ) | (N) | (31,792 | ) | |||||||||||
| Net income (loss) attributable to NuScale Corp | $ | (15,959 | ) | $ | (23,373 | ) | $ | 31,875 | $ | (7,457 | ) | |||||||
| Net loss per ordinary share | ||||||||||||||||||
| Weighted average shares outstanding of Class A redeemable ordinary shares | 23,000,000 | 41,971,380 | ||||||||||||||||
| Basic and diluted net loss per ordinary share, Class A | $ | (0.56 | ) | (P) | $ | (0.18 | ) | |||||||||||
| Weighted average shares outstanding of Class B non-redeemable ordinary shares | 5,750,000 | |||||||||||||||||
| Basic and diluted net loss per ordinary share, Class B | $ | (0.56 | ) | |||||||||||||||
The accompanying notes are integral to the unaudited pro forma condensed combined financial information
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2021
(in thousands, except share and per share data)
| Spring
Valley (Historical) | NuScale LLC (Historical) | Transaction Accounting Adjustments | Notes | Pro
Forma Combined | ||||||||||||||
| Revenue | $ | — | $ | 2,862 | $ | $ | 2,862 | |||||||||||
| Cost of sales | — | (1,770 | ) | (1,770 | ) | |||||||||||||
| Gross margin | — | 1,092 | — | 1,092 | ||||||||||||||
| Other operating expenses: | ||||||||||||||||||
| Research and development | — | 93,136 | 93,136 | |||||||||||||||
| General and administrative | 1,327 | 46,725 | 1,751 | (Q) | 51,283 | |||||||||||||
| 1,480 | (R) | |||||||||||||||||
| Other expenses | — | 35,531 | 35,531 | |||||||||||||||
| Total other operating expenses | 1,327 | 175,392 | 3,231 | 179,950 | ||||||||||||||
| Loss from operations | (1,327 | ) | (174,300 | ) | (3,231 | ) | (178,858 | ) | ||||||||||
| Other income: | ||||||||||||||||||
| Department of Energy cost share | — | 73,522 | 73,522 | |||||||||||||||
| Interest expense and other | — | (1,715 | ) | 420 | (M) | (1,295 | ) | |||||||||||
| Income from investments held in Trust Account | 19 | — | (19 | ) | (O) | — | ||||||||||||
| Change in fair value of derivative liabilities | 4,511 | — | 4,511 | |||||||||||||||
| Net loss | 3,203 | (102,493 | ) | (2,830 | ) | (102,120 | ) | |||||||||||
| Net loss attributable to noncontrolling interest | — | — | (82,717 | ) | (N) | (82,717 | ) | |||||||||||
| Net income (loss) attributable to NuScale Corp | $ | 3,203 | $ | (102,493 | ) | $ | 79,887 | $ | (19,403 | ) | ||||||||
| Net loss per ordinary share | ||||||||||||||||||
| Weighted average shares outstanding of Class A redeemable ordinary shares | 23,000,000 | 41,971,380 | ||||||||||||||||
| Basic and diluted net loss per ordinary share, Class A | $ | 0.11 | (P) | $ | (0.46 | ) | ||||||||||||
| Weighted average shares outstanding of Class B non-redeemable ordinary shares | 5,750,000 | |||||||||||||||||
| Basic and diluted net loss per ordinary share, Class B | $ | 0.11 | ||||||||||||||||
The accompanying notes are integral to the unaudited pro forma condensed combined financial information
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1. Basis of Presentation
The unaudited pro forma condensed combined financial information has been prepared to illustrate the estimated effect of the Transactions.
The Transactions are shown as a reverse recapitalization as provided under U.S. GAAP. Spring Valley is the acquired company, with NuScale LLC treated as the acquirer. This determination reflects Legacy NuScale Equityholders holding a majority of the voting power of NuScale Corp, NuScale LLC’s pre-merger operations being the majority post-merger operations of NuScale Corp, and NuScale LLC’s management team retaining similar roles at NuScale Corp. Accordingly, although Spring Valley is the legal parent company, GAAP dictates that the financial statements of NuScale Corp will represent a continuation of NuScale LLC’s operations, with the Transactions being treated as though NuScale LLC issued ownership interests for Spring Valley, accompanied by a recapitalization. The net assets of NuScale LLC are stated at historical cost, with no incremental goodwill or other intangible assets recorded for the effects of the Merger with Spring Valley.
2. Reclassifications
Certain reclassification adjustments have been made to conform Spring Valley’s historical financial statement presentation to that of NuScale LLC’s as follows:
| Balance Sheet as of March 31, 2022 | ||||||||||||
| Spring Valley Before Reclassifications | Reclassification Adjustments | Spring Valley After Reclassifications | ||||||||||
| Accounts payable and accrued expenses | $ | — | $ | 5,056 | $ | 5,056 | ||||||
| Accounts payable | 110 | (110 | ) | — | ||||||||
| Accrued expenses | 4,946 | (4,946 | ) | — | ||||||||
3. Transaction Accounting Adjustments
The unaudited pro forma condensed combined financial information reflects:
| (A) | The reclassification of investments held in the Trust Account that becomes available at the Closing. Accordingly, cash and cash equivalents increased $232.3 million with elimination of investments held in the Trust Account. |
| (B) | The gross proceeds of $235,000,000 from the PIPE Investment, in which 23,700,002 shares of Class A Common Stock were issued pursuant to the Subscription Agreements. Accordingly, cash and cash equivalents increased by $235,000,000, with a corresponding increase in equity. |
| (C) | Estimated transaction costs in connection with the Transactions of $42.7 million, of which $0.7 million was previously paid and recorded to accumulated deficit, $0.4 million was previously recorded to other assets and accounts payable and accrued expenses, and $1.9 million was previously paid and recorded to other assets. Of the total, $29.7 million relates to advisory, legal, and other fees to be incurred, $4.9 million relates to estimated PIPE Investment fees and $8.1 million relates to deferred underwriting fees. Of these expenses, $32.1 million are expected to be recorded in additional paid-in capital and $2.5 million is expected to be recorded to accumulated deficit, while the remaining $8.1 million is related to settlement of deferred underwriting fees payable. |
| (D) | The reclassification of Spring Valley Class A ordinary shares subject to possible redemption to Class A Common Stock. |
| (E) | The recapitalization of NuScale LLC’s equity and issuance of 178,396,711 shares of Class B Common Stock as consideration for the reverse recapitalization. Existing NuScale LLC common and preferred units have been reclassified to common stock and additional paid-in capital at carrying value, including NuScale LLC common units previously presented as mezzanine equity. |
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| (F) | The reclassification of the Spring Valley Founder Shares from Spring Valley Class B ordinary shares to Spring Valley Class A ordinary shares at the Closing. |
| (G) | The reclassification of Spring Valley’s historical accumulated deficit to additional paid-in capital as part of the reverse recapitalization. |
| (H) | The conversion of a note payable from NuScale LLC to Fluor into NuScale LLC Common Units, which are subsequently re-classified in the Merger as 8,257,560 NuScale LLC Class B Units, and the related issuance in the Transactions of an equal number of shares of Class B Common Stock (see (J) for subsequent adjustments to reflect Legacy NuScale Equityholders’ economic interest in NuScale LLC). Accordingly, additional paid-in capital increases by $14.0 million with an equal decrease to convertible notes payable. |
| (I) | Amounts paid to the Public Shareholders who exercised their redemption rights. 8,599,631 Spring Valley Class A ordinary shares were redeemed for aggregate redemption payments of $86.9 million. The redemptions at a redemption price of $10.10 per share results in a reduction to equity with a corresponding decrease in investments held in the Trust Account. |
| (J) | An adjustment to reflect noncontrolling interest holders’ economic share of combined equity, pursuant to the post-combination structure of the combined companies. Following the Closing, 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 interest in equity in the financial statements of NuScale Corp. The indirect economic interests are held by the Legacy NuScale Equityholders in the form of NuScale LLC Class B Units that, together with the cancellation for no consideration of Class B Common Stock, can be exchanged, at the election of the holder of NuScale LLC Class B Units and Class B Common Stock, for 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. If NuScale Corp elects that the exchanged NuScale LLC Class B Units, together with cancellation for no consideration of Class B Common Stock, will be settled in cash, the cash used to settle the exchange must be funded through an underwritten offering of Class A Common Stock. |
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 (assuming all NuScale LLC Class B Units are exchanged for Class A Common Stock):
| Economic Interests | % of Economic Interests | |||||||
| NuScale Corp Class A Common Stock | 41,971,380 | 19.0 | % | |||||
| NuScale Class B Units (Noncontrolling interest) | 178,396,711 | 81.0 | % | |||||
| 220,368,091 | 100.0 | % | ||||||
The noncontrolling interest 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. The calculation of noncontrolling interest is based on the net assets of NuScale Corp following the completion of the Transactions. Accordingly, noncontrolling interest increased to $285.4 million with a corresponding decrease in additional paid-in capital and accumulated deficit.
| (K) | Adjustments for deferred taxes, which arise from differences between the financial statement and tax basis in the NuScale LLC interests, including legacy step-up basis adjustments, and net operating losses recorded at NuScale Corp. The adjustments for deferred taxes assume: |
| I. | the GAAP balance sheet as of March 31, 2022 is adjusted for the pro forma entries described herein, |
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| II. | the estimated tax basis as of March 31, 2022 is adjusted for the pro forma entries described herein, |
| III. | a full valuation allowance is established to offset the net deferred tax assets based upon the assessment of realizability, and |
| IV. | no material changes in tax law. |
NuScale Corp accrues liabilities or adjusts deferred taxes for unrecognized tax benefits. NuScale Corp has not recorded any unrecognized tax benefits as of March 31, 2022, that, if recognized, would affect its annual effective tax rate. However, as NuScale Corp continues to evaluate various accounting considerations, it may record uncertain tax positions under GAAP.
| (L) | No adjustments are reflected for the effects of the Tax Receivable Agreement, more fully described elsewhere in the prospectus. As part the Closing, NuScale Corp is a party to a Tax Receivable Agreement under which NuScale Corp will make payments to the TRA Holders in respect of 85% of the net tax benefit to NuScale Corp of certain tax attributes. NuScale Corp anticipates that it will account for the income tax effects resulting from future taxable exercises of the exchange rights set forth in the A&R NuScale LLC Agreement by recognizing an increase in deferred tax assets, based on enacted tax rates at the date of each exchange. If there were an exchange of all the outstanding NuScale LLC Class B Units immediately after the Transaction, the estimated tax benefits to NuScale Corp, subject to the Tax Receivable Agreement, would be approximately $604.8 million offset by related undiscounted payment to the TRA Holders equal to 85% of the benefit received of $514.1 million based on certain assumptions, including that NuScale Corp has sufficient taxable income to realize the tax benefit; there are no material tax law changes; and the fair market value of the exchanged shares is equal to $10 per share. At this time, a full valuation allowance would be established on any deferred tax asset created based on NuScale LLC’s current assessment of the future realizability. Therefore, no liability related to future TRA payments has been reflected. |
| (M) | The estimated change in interest expense for the assumed conversion of the Fluor Convertible Note (refer to adjustment (H) for details). Accordingly, interest expense decreased by $0.1 million for the three months ended March 31, 2022, and $0.4 million for the year ended December 31, 2021. |
| (N) | The net loss of NuScale Corp being reduced as summarized below. |
| (amounts in thousands) | Three months ended March 31, 2022 | Year ended December 31, 2021 | ||||||
| Pro forma net loss | (39,249 | ) | (102,120 | ) | ||||
| Noncontrolling interest percentage | 81.0 | % | 81.0 | % | ||||
| Noncontrolling interest pro forma adjustment | (31,792 | ) | (82,717 | ) | ||||
| Net loss attributable to NuScale Corp | (7,457 | ) | (19,403 | ) | ||||
| (O) | The elimination of income earned on the Trust Account. |
| (P) | The net loss per share calculated using the weighted average shares outstanding and the issuance of additional shares of Class A Common Stock in connection with the Transactions, assuming that the shares were outstanding since January 1, 2021. The calculation of weighted average shares outstanding for net loss per share assumes that the shares issued related to the Transactions have been outstanding for the entire period presented. |
The unaudited pro forma condensed combined financial information reflects a net loss for NuScale Corp and therefore all potentially dilutive securities are anti-dilutive.
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In addition, each NuScale LLC Class B Unit may be exchanged, together with the cancelation for no consideration of an equal number of shares of Class B Common Stock for no consideration, for (i) one share of Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification, or (ii) an equivalent amount of cash, subject to certain restrictions. If all NuScale LLC Class B Units and Class B Common Stock were exchanged immediately following the Transactions, Class A Common Stock outstanding would increase by 178,396,711 shares. In computing the dilutive effect, if any, the net income available to holders of Class A Common Stock would increase due to elimination of the noncontrolling interest associated with the NuScale LLC Class B Units (including any tax impact). For the periods presented, such exchange is not reflected in the earnings per share calculation as the assumed exchange would be anti-dilutive.
| (amounts in thousands, except share and per share amounts) | Three months ended March 31, 2022 | Year ended December 31, 2021 | ||||||
| Pro forma net loss attributable to NuScale Corp | (7,457 | ) | (19,403 | ) | ||||
| Weighted average NuScale Corp Class A Common Stock outstanding, basic and diluted | 41,971,380 | 41,971,380 | ||||||
| Net loss per share of NuScale Corp Class A Common Stock, basic and diluted | (0.18 | ) | (0.46 | ) | ||||
| Spring Valley Class A Shareholders | 14,400,369 | 14,400,369 | ||||||
| Spring Valley Founders | 3,871,009 | 3,871,009 | ||||||
| PIPE Investors | 23,700,002 | 23,700,002 | ||||||
| Pro forma shares outstanding, basic and diluted | 41,971,380 | 41,971,380 | ||||||
| (Q) | An adjustment for $1.8 million of estimated transaction costs in connection with the Transactions expected to be incurred during the first annual period post-close, excluding $0.7 million already incurred during the year ended December 31, 2021. Such costs are non-recurring and were reflected as if incurred on January 1, 2021, the date the Transactions occurred for the purposes of the unaudited pro forma condensed combined statements of operations. |
| (R) | An adjustment to reflect the cash settlement of Unit Appreciation Rights awarded to John L. Hopkins, which were exercised and cash settled for $1.5 million prior to the Closing. Incremental compensation expense is equal to the excess of the fair value at the time of cash settlement over the grant date fair value. No Class A Common Stock was issued to Mr. Hopkins in settlement of the Unit Appreciation Rights. |
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