XE 8-K
X-Energy, Inc. (XE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
1
Item 2.02 Results of Operations and Financial Condition.
On August 13, 2026, X-Energy, Inc. (the "Company") issued a press release reporting its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL). |
2
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.
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X-ENERGY, INC. |
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Date: |
August 13, 2026 |
By: |
/s/ Daniel Gross |
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Name: Daniel Gross |
3
Exhibit 99.1
X-energy Reports Second Quarter 2026 Results
ROCKVILLE, Md., August 13, 2026 – X-Energy, Inc. (Nasdaq: XE) (“X-energy” or the “Company”), a leading designer of advanced nuclear reactor technology and manufacturer of nuclear fuels, today announced second quarter 2026 financial results and operational highlights.
“Our progress in the second quarter reflects our continued focus on execution across every part of our business,” said J. Clay Sell, CEO of X-energy. “We are investing in capabilities that better position the company for commercial execution and scale. Our HALEU enrichment service agreements meaningfully de-risk a substantial portion of the deployment of our reactors, and the agreement with SGL secures our access to critical graphite components, enabling our strategy to build reactors at scale. Through our ongoing partnerships with ORNL and the State of Tennessee, as well as our recent partnership with Project Prometheus, Idaho National Lab, NVIDIA, and AWS, we are working to further lead nuclear innovation through the best tools and resources available."
“Overall, we believe this momentum only reinforces our ability to deliver for our customers and continues to build a moat between us and our competitors. We remain focused on building the technology delivery platform to help meet the demands for clean, reliable nuclear energy,” concluded Sell.
Operational Highlights
In July, TRISO-X extended its relationship with the DOE's Oak Ridge National Laboratory through entry into a cooperative research and development agreement. This agreement expands upon a strategic collaboration that has played a central role in advancing commercial-scale TRISO fuel development and manufacturing since 2016. The 30-month agreement builds on nearly a decade of joint research, technology transfer, and process development that has enabled TRISO-X to transition to advance fuel manufacturing processes readiness to manufacture at commercial scale.
Also in July, the Company acquired approximately 70 acres of land adjacent to its commercial nuclear fuel campus in Oak Ridge, Tennessee. This expansion supports the continued development of the Company’s fuel fabrication campus, increasing TRISO-X's footprint to approximately 180 acres and is covered under the NRC's Part 70 fuel fabrication license.
Financial Results
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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(Dollars in millions) |
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2026 |
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2025 |
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% Change |
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2026 |
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2025 |
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% Change |
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Total revenues and grant income |
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$ |
54.6 |
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$ |
21.5 |
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154 |
% |
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$ |
98.0 |
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$ |
42.3 |
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132 |
% |
Total operating expenses |
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164.6 |
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64.3 |
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156 |
% |
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274.2 |
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111.4 |
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146 |
% |
Net cash used in operating activities |
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(97.3 |
) |
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(20.0 |
) |
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387 |
% |
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(164.6 |
) |
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(61.8 |
) |
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166 |
% |
Net cash used in investing activities |
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(73.6 |
) |
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(17.0 |
) |
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334 |
% |
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(239.6 |
) |
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(18.7 |
) |
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1,184 |
% |
Net cash provided by (used in) financing activities |
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1,092.3 |
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(0.5 |
) |
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227,186 |
% |
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1,091.2 |
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50.4 |
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2,065 |
% |
Total revenues and grant income in the three months ended June 30, 2026 were $54.6 million, including $50.1 million of services revenue and $4.5 million of grant income. Total revenues and grant income in the six months ended June 30, 2026 were $98.0 million, including $90.0 million of services revenue and $8.0 million of grant income. Total revenues
and grant income increased 154% and 132% for the three and six months ended June 30, 2026, respectively, compared to the comparable prior-year period. This was primarily due to increases of $31.9 million and $56.0 million in revenue and grant income from the ARDP Agreement with the DOE for the three and six months ended June 30, 2026, respectively. This was driven by an increase in project execution activities under the ARDP Agreement as the Company continued to advance the development and finalization of the Xe-100 reactor design. The increase reflected higher spending on materials, subcontractor services, and payroll to support the expanded scope of work.
Total operating expenses in the three months ended June 30, 2026 were $164.6 million, including $86.7 million of Direct costs. Total operating expenses in the six months ended June 30, 2026 were $274.2 million, including $152.0 million of Direct costs. Total operating expenses increased 156% and 146% for the three and six months ended June 30, 2026, respectively, compared to the comparable prior-year periods. This was primarily due to increases of $50.5 million and $87.2 million in Direct costs and increases of $50.4 million and $76.5 million in Selling, general, and administrative expenses for the three and six months ended June 30, 2026, respectively, compared to the comparable prior-year periods.
The increase in Direct costs was primarily driven by expanded activity under the ARDP Agreement. Subcontracting costs increased by $23.5 million and $32.0 million for the three and six months ended June 30, 2026, respectively. Direct materials costs increased $3.5 million and $17.7 million for the three and six months ended June 30, 2026, respectively. Additionally, direct labor costs increased by $21.7 million and $34.2 million for the three and six months ended June 30, 2026, respectively, including $16.5 million and $27.6 million from higher employee headcount to support the expanded activity under the ARDP Agreement, and $5.2 million and $6.6 million from increased non-cash equity-based and unit-based compensation expense for the three and six months ended June 30, 2026 due to equity grants to certain holders of Profits Interest Units (“PIUs”) in April.
The increase in Selling, general, and administrative expenses was driven by an increase in non-cash equity-based and unit-based compensation expense of $28.1 million and $30.9 million for the three and six months ended June 30, 2026, respectively, due to the equity grant to certain PIU holders discussed above. Compensation costs increased $10.5 million and $20.3 million for the three and six months ended June 30, 2026, respectively, primarily due to higher employee headcount. Additionally, infrastructure and professional service costs increased by $6.9 million and $14.1 million for the three and six months ended June 30, 2026, respectively.
Net cash used in operating activities in the six months ended June 30, 2026 was $164.6 million of net cash compared to $61.8 million for the six months ended June 30, 2025. The increase in cash used in operating activities is primarily driven by an increase in activity on the ARDP Agreement, including deposits to vendors for long-lead materials, as well as increases in corporate headcount and corporate contractors during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Net cash used in investing activities in the six months ended June 30, 2026 was $239.6 million of net cash compared to $18.7 million for the six months ended June 30, 2025. The increase in net cash used in investing activities was primarily attributable to an increase in purchases of fixed-income securities of $316.5 million, and a $70.7 million increase in capital expenditures related to the construction of facilities during the six months ended June 30, 2026. These increases in cash outflows were partially offset by an increase in proceeds from investment maturities of $130.9 million and a $35.3 million increase in reimbursements received during the period for capital expenditures qualifying under government grant programs.
Net cash provided by financing activities in the six months ended June 30, 2026 was $1.1 billion of net cash compared to $50.4 million for the six months ended June 30, 2025. The net cash provided by financing activities during the six months ended June 30, 2026 was primarily due to $1.1 billion of net proceeds from X-energy’s initial public offering. The net cash provided by financing activities during the six months ended June 30, 2025 was primarily due to the January 2025 issuance of Series C-1 preferred units of $53.4 million, offset by $2.5 million of cash paid for associated issuance costs.
Liquidity
(Dollars in millions) |
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June 30, 2026 |
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December 31, 2025 |
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% Change |
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Cash and cash equivalents |
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$ |
1,145.4 |
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$ |
458.9 |
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150 |
% |
Short-term investments |
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489.8 |
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304.9 |
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61 |
% |
Long-term investments |
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264.6 |
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261.5 |
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1 |
% |
Total liquidity |
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$ |
1,899.8 |
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$ |
1,025.3 |
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85 |
% |
Cash and cash equivalents totaled $1.1 billion as of June 30, 2026. Short-term investments totaled $489.8 million and Long-term investments totaled $264.6 million, for total liquidity of $1,899.8 million as of June 30, 2026. The Company had no debt outstanding as of June 30, 2026 and December 31, 2025.
Project Pipeline
The Company’s project pipeline consists of 144 reactors across the U.S. and U.K. for approximately 11.5 gigawatts electric, assuming each customer exercises its contingent rights in full. X-energy’s three high-quality customers, Dow, Amazon, and Centrica, are expected to underpin the deployment of the initial fleets of Xe-100 reactors.
Participation in Upcoming Investor Conferences
X-energy is scheduled to participate in the following events in September and October 2026:
Conference Call
X-energy will host a conference call today at 8:00 a.m. ET to discuss these results. A live audio webcast of the conference call can be accessed on the “Events & Presentations” section of the Investor Relations page of the Company's website by visiting https://investors.x-energy.com, along with the Company's presentation materials. A replay of the webcast will be available on the website for one year following the event.
About X-energy
X-energy is a leading designer of advanced small modular nuclear reactors (“SMR”) and fuel technology developed to establish a new standard in clean, safe, reliable energy. X-energy's intrinsically safe Xe-100 high-temperature gas-cooled reactor and TRISO-X particle fuel expand applications for nuclear technology, with commercial projects across grid, industrial, and AI. Together, X-energy's technology drives enhanced safety, lower cost, faster construction timelines, and scalable deployment when compared with other SMRs and conventional nuclear. For more information, visit X-energy.com or connect with us on X or LinkedIn.
Contacts
Investor Relations
Patricia Gil
+1 301.558.3040
Media
Robert McEntyre
+1 240.673.6565
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. X-energy intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements can be identified by the fact they do not relate strictly to historical or current facts. Words such as “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative version of these words, or similar terms and phrases may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements relating to the Company’s strategic and operational plans, including plans with respect to construction and expansion of its fuel fabrication campus, expectations with respect to changes in ARDP, the Company’s ability to receive regulatory approvals and on accelerated timeframes, expected project deployment timelines, the Company’s ability to continue to execute its business plan, its ability to continue to reduce the risk of X-energy’s supply chain, expectations regarding future supply of graphite and HALEU from its suppliers, the success of the Company’s supply chain partnerships, future growth, and business outlook.
These forward-looking statements are neither promises nor guarantees and are subject to a number of risks, uncertainties, and assumptions. Actual results may differ materially as a result of a number of factors, including, without limitation, the Company’s ability to achieve final investment decisions from its customers; ability to realize its plans to deliver a commercial Xe-100; the Company’s projects may be subject to delays or setbacks; its liquidity and ability to raise capital; changes or delays in support from the U.S. government, including ARDP; changes, delays, or an inability to receive licenses or other governmental approvals necessary for X-energy’s reactors and fuel facilities; uncertainty and changes in expected costs, schedules and unit economics due to inflation; supply chain constraints (including access to HALEU, graphite and certain other materials), labor availability, site-specific factors and first-of-a-kind risks; suppliers inability to expand or develop capacity to supply X-energy or its customers; X-energy’s limited operating experience at intended scale and the possibility that latent design or operational issues may emerge; reliance on a limited number of specialized suppliers and exposure to supply disruptions, quality issues, and trade policy changes; safety, security, and cybersecurity incidents; the nascent and uncertain market adoption of SMRs and the possibility that demand may grow more slowly than expected or customers may defer or cancel projects; competition from competitors with potentially greater resources or lower costs; reliance on key partners and customers and the risk that changes in partner or customer priorities or timelines could materially affect commercialization; customer contractual terms that may constrain capacity allocation and compress margins; fuel business dependence on a limited number of suppliers for key materials; licensing and scaling X-energy’s fuel fabrication campus and the risk of delays in licensing or facility construction; changes in laws, regulations, incentives, energy market rules, export controls, or government policies; shifts in public perception and political support for nuclear energy or customers; dependence on key personnel and ability to hire and retain talent; and ability to obtain, maintain, or enforce IP rights. The foregoing list of factors is not exhaustive. Additional information concerning these and other factors can be found in the section entitled “Risk Factors” in X-energy’s most recent Form 10-Q filed with Securities and Exchange Commission ("SEC"), and in subsequent filings made with the SEC.
Caution must be exercised in relying on these and other forward-looking statements. Due to known and unknown risks, X-energy’s results may differ materially from its expectations and projections. Any forward-looking statements made herein speak only as of the date of this press release, and you should not rely on forward-looking statements as predictions of future events. Although X-energy believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, performance or achievements reflected in the forward-looking statements will be achieved or will occur. Except as required by law, X-energy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Non-GAAP Financial Measures
This press release presents information about certain non-GAAP financial measures. The non-GAAP financial measures are supplemental measures, are not defined by or presented in accordance with GAAP, have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of X-energy’s financial results as reported under GAAP. A potential limitation of these non-GAAP financial measures is that other companies may report similar non-GAAP metrics, but calculate them differently, which reduces the usefulness of these non-GAAP metrics as a comparative measure. Because of this and other limitations, you should not consider the non-GAAP financial measures as a substitute for GAAP-based financial performance measures. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are provided herein.
X-ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except unit and share data)
(unaudited)
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June 30, 2026 |
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December 31, 2025 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
1,145,424 |
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$ |
458,932 |
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Short-term investments |
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489,752 |
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304,908 |
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Accounts receivable |
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40,782 |
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32,940 |
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Unbilled receivables and contract assets |
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75,359 |
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41,529 |
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Prepaid and other current assets |
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21,302 |
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11,491 |
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Due from related parties |
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21,256 |
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4,580 |
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Total current assets |
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1,793,875 |
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854,380 |
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Long-term investments |
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264,634 |
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261,458 |
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Restricted cash |
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4,200 |
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3,698 |
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Property and equipment, net |
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119,126 |
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50,105 |
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Operating lease right-of-use assets |
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21,750 |
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22,696 |
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Other long-term assets |
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51,626 |
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18,934 |
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Total assets |
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$ |
2,255,211 |
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$ |
1,211,271 |
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LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' EQUITY AND MEMBERS’ DEFICIT |
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Current liabilities |
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Accounts payable |
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$ |
10,700 |
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$ |
3,363 |
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Accrued liabilities |
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86,142 |
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51,217 |
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Due to related parties |
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7,466 |
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|
|
4,225 |
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Total current liabilities |
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104,308 |
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58,805 |
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Long-term deferred revenue |
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12,800 |
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12,800 |
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Long-term deferred revenue with related parties |
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17,527 |
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2,353 |
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Long-term operating lease liabilities |
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24,929 |
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20,887 |
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Warrant liabilities |
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— |
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274,166 |
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Total liabilities |
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159,564 |
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|
369,011 |
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Mezzanine equity |
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Class A and B common units⁽¹⁾ |
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— |
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95,153 |
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Series A, A-1, B, C, C-1, and D redeemable convertible preferred units⁽¹⁾ |
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— |
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1,971,402 |
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Total mezzanine equity |
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— |
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2,066,555 |
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Preferred Stock: $0.0001 par value per share; 10.0 million shares authorized, no shares issued and outstanding as of June 30, 2026; no shares authorized, issued, and outstanding as of December 31, 2025 |
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|
— |
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— |
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Class A common stock: $0.0001 par value per share; 1,868.0 million shares authorized, 287.4 million shares issued and outstanding as of June 30, 2026; no shares authorized, issued and outstanding as of December 31, 2025 |
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29 |
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|
— |
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Class B common stock: $0.0001 par value per share; 132.0 million shares authorized, 118.9 million shares issued and outstanding as of June 30, 2026; no shares authorized, issued and outstanding as of December 31, 2025 |
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|
12 |
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|
— |
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Accumulated deficit |
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|
(59,090 |
) |
|
|
(1,236,345 |
) |
Accumulated other comprehensive income (loss) |
|
|
306 |
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|
|
(117 |
) |
Additional paid-in capital |
|
|
1,873,512 |
|
|
|
12,167 |
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Total equity (deficit) attributable to X-Energy, Inc. |
|
|
1,814,769 |
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|
|
(1,224,295 |
) |
Non-controlling interests |
|
|
280,878 |
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|
|
— |
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Total stockholders’ equity and members’ deficit |
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|
2,095,647 |
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|
|
(1,224,295 |
) |
Total liabilities, mezzanine equity, and stockholders’ equity and members’ deficit |
|
$ |
2,255,211 |
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|
$ |
1,211,271 |
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__________
X-ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share amounts)
(unaudited)
|
|
Three Months Ended June 30, |
|
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Six Months Ended June 30, |
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2026 |
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|
2025 |
|
|
2026 |
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|
2025 |
|
|
||||
Services revenue(1) |
|
$ |
50,119 |
|
|
$ |
16,919 |
|
|
$ |
90,025 |
|
|
$ |
34,010 |
|
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Grant income |
|
|
4,482 |
|
|
|
4,585 |
|
|
|
7,999 |
|
|
|
8,298 |
|
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Total revenues and grant income |
|
|
54,601 |
|
|
|
21,504 |
|
|
|
98,024 |
|
|
|
42,308 |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct costs |
|
|
86,658 |
|
|
|
36,129 |
|
|
|
152,017 |
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|
|
64,853 |
|
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Selling, general and administrative |
|
|
77,733 |
|
|
|
27,347 |
|
|
|
121,850 |
|
|
|
45,327 |
|
|
Research and development |
|
|
244 |
|
|
|
808 |
|
|
|
299 |
|
|
|
1,210 |
|
|
Total operating expenses |
|
|
164,635 |
|
|
|
64,284 |
|
|
|
274,166 |
|
|
|
111,390 |
|
|
Operating loss |
|
|
(110,034 |
) |
|
|
(42,780 |
) |
|
|
(176,142 |
) |
|
|
(69,082 |
) |
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Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
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|
||||
Interest expense |
|
|
— |
|
|
|
(360 |
) |
|
|
— |
|
|
|
(484 |
) |
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Interest income |
|
|
11,013 |
|
|
|
4,980 |
|
|
|
19,942 |
|
|
|
10,457 |
|
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Other income (expense), net |
|
|
(6,312 |
) |
|
|
(50,688 |
) |
|
|
(115,350 |
) |
|
|
(39,951 |
) |
|
Total other income (expense), net |
|
|
4,701 |
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|
|
(46,068 |
) |
|
|
(95,408 |
) |
|
|
(29,978 |
) |
|
Net loss |
|
|
(105,333 |
) |
|
|
(88,848 |
) |
|
|
(271,550 |
) |
|
|
(99,060 |
) |
|
Less: Net loss attributable to non-controlling interests |
|
|
(46,243 |
) |
|
|
(88,848 |
) |
|
|
(212,460 |
) |
|
|
(99,060 |
) |
|
Net loss attributable to X-Energy, Inc. |
|
$ |
(59,090 |
) |
|
$ |
— |
|
|
$ |
(59,090 |
) |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to Class A common stock per share, basic and diluted(2) |
|
$ |
(0.21 |
) |
|
N/A |
|
|
$ |
(0.21 |
) |
|
N/A |
|
|
||
Weighted-average shares of Class A common stock outstanding, basic and diluted(2) |
|
|
280,148,818 |
|
|
N/A |
|
|
|
280,148,818 |
|
|
N/A |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment |
|
|
410 |
|
|
|
(766 |
) |
|
|
553 |
|
|
|
(976 |
) |
|
Changes in fair value of liabilities under fair value option attributable to changes in instrument-specific credit risk |
|
|
— |
|
|
|
291 |
|
|
|
— |
|
|
|
444 |
|
|
Other comprehensive income (loss) |
|
|
410 |
|
|
|
(475 |
) |
|
|
553 |
|
|
|
(532 |
) |
|
Comprehensive loss |
|
|
(104,923 |
) |
|
|
(89,323 |
) |
|
|
(270,997 |
) |
|
|
(99,592 |
) |
|
Less: Comprehensive loss attributable to non-controlling interests |
|
|
(46,179 |
) |
|
|
(89,323 |
) |
|
|
(212,253 |
) |
|
|
(99,592 |
) |
|
Comprehensive loss attributable to X-Energy, Inc. |
|
$ |
(58,744 |
) |
|
$ |
— |
|
|
$ |
(58,744 |
) |
|
$ |
— |
|
|
__________
X-ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|
Six Months Ended June 30, |
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
||
Net loss |
|
$ |
(271,550 |
) |
|
$ |
(99,060 |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
1,090 |
|
|
|
550 |
|
|
Equity-based and unit-based compensation |
|
|
43,926 |
|
|
|
6,424 |
|
|
Mark-to-market loss on warrant liabilities |
|
|
114,473 |
|
|
|
39,540 |
|
|
Mark-to-market loss on C-2 Notes |
|
|
— |
|
|
|
1,363 |
|
|
Accretion and amortization on investments |
|
|
(2,249 |
) |
|
|
— |
|
|
Amortization of deferred financing costs, debt discount, and other |
|
|
— |
|
|
|
489 |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
||
Accounts receivable and unbilled receivables |
|
|
(24,279 |
) |
|
|
(7,135 |
) |
|
Prepaid and other current assets |
|
|
(10,771 |
) |
|
|
(6,270 |
) |
|
Due from related parties |
|
|
(16,675 |
) |
|
|
10,105 |
|
|
Operating lease right-of use assets |
|
|
4,413 |
|
|
|
(1,634 |
) |
|
Accounts payable and accrued liabilities |
|
|
10,754 |
|
|
|
(4,127 |
) |
|
Long-term deferred revenue with related parties |
|
|
15,174 |
|
|
|
— |
|
|
Accrued interest receivable |
|
|
(163 |
) |
|
|
— |
|
|
Other long-term assets |
|
|
(32,564 |
) |
|
|
(394 |
) |
|
Due to related parties |
|
|
3,239 |
|
|
|
(194 |
) |
|
Operating lease liabilities |
|
|
614 |
|
|
|
(1,496 |
) |
|
Net cash used in operating activities |
|
$ |
(164,568 |
) |
|
$ |
(61,839 |
) |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
||
Capital expenditures |
|
|
(106,266 |
) |
|
|
(35,587 |
) |
|
Reimbursement of capital expenditures under government grant |
|
|
52,261 |
|
|
|
16,920 |
|
|
Purchase of investments |
|
|
(316,468 |
) |
|
|
— |
|
|
Proceeds from maturities on investments |
|
|
130,858 |
|
|
|
— |
|
|
Net cash used in investing activities |
|
$ |
(239,615 |
) |
|
$ |
(18,667 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
||
Payments of mezzanine equity issuance costs |
|
|
— |
|
|
|
(2,525 |
) |
|
Payment of debt issuance costs |
|
|
— |
|
|
|
(497 |
) |
|
Payment of transaction costs |
|
|
(12,499 |
) |
|
|
— |
|
|
Proceeds from issuance of Preferred Units |
|
|
500 |
|
|
|
53,424 |
|
|
Proceeds from initial public offering, net of underwriting costs |
|
|
1,103,235 |
|
|
|
— |
|
|
Net cash provided by financing activities |
|
$ |
1,091,236 |
|
|
$ |
50,402 |
|
|
Net effect of exchange rate |
|
|
(59 |
) |
|
|
127 |
|
|
Net increase (decrease) in cash, cash equivalents, and restricted cash |
|
|
686,994 |
|
|
|
(29,977 |
) |
|
Cash, cash equivalents, and restricted cash at beginning of period |
|
|
462,630 |
|
|
|
514,600 |
|
|
Cash, cash equivalents, and restricted cash at end of period |
|
$ |
1,149,624 |
|
|
$ |
484,623 |
|
|
X-ENERGY, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, except share and per share data)
Adjusted Net Loss, Fully Diluted Share Count, and Adjusted Net Loss per Share, Diluted
Non-GAAP fully diluted share count is defined as the weighted average of Class A common stock outstanding for the period reported if (i) all of the holders of X-Energy Reactor Company, LLC (“XERC”) Common Units redeemed their XERC Common Units for shares of X-energy’s Class A common stock on a 1:1 basis (and effected the cancellation of their Class B common stock of which they hold an equal number to the number of XERC Common Units they hold), (ii) all of X-energy’s outstanding options (whether or not vested and whether or not in-the-money) that remain outstanding were exercised for Class A common stock and (iii) all of X-energy’s outstanding RSAs and RSUs vested. Adjusted net loss adjusts GAAP net loss attributable to X-Energy, Inc. by (i) including net loss attributable to XERC prior to the IPO, (ii) including net loss attributable to non-controlling interests subsequent to the IPO, (iii) excluding equity-based and unit-based compensation and (iv) excluding mark-to-market losses on warrant liabilities and C-2 Notes from Net Loss. Adjusted net loss per share, diluted is calculated by dividing Adjusted net loss by the fully diluted share count.
Management uses these non-GAAP financial measures to evaluate potential shareholder dilution, facilitate period-over-period comparability, and support internal planning and capital allocation. Management believes they provide investors useful supplemental information. Non-GAAP fully diluted share count helps investors assess the potential impact on the Company's capital structure of outstanding XERC Common Units redeemable for Class A common stock (with an equal number of Class B common stock cancelled) and equity awards, while Adjusted net loss and Adjusted net loss per share, diluted aid period-to-period comparisons by excluding certain non-cash items that may obscure underlying operating trends. Including net loss attributable to non-controlling interests enables investors to evaluate the operating results of the Company’s consolidated business without regard to its ownership structure.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to X-Energy, Inc. |
|
$ |
(59,090 |
) |
|
$ |
— |
|
|
$ |
(59,090 |
) |
|
$ |
— |
|
Net loss attributable to X-Energy Reactor Company, LLC (“XERC”) prior to the IPO |
|
|
(21,159 |
) |
|
|
(88,848 |
) |
|
|
(187,376 |
) |
|
|
(99,060 |
) |
Net loss attributable to non-controlling interests subsequent to the IPO |
|
|
(25,084 |
) |
|
|
— |
|
|
|
(25,084 |
) |
|
|
— |
|
Net loss |
|
$ |
(105,333 |
) |
|
$ |
(88,848 |
) |
|
$ |
(271,550 |
) |
|
$ |
(99,060 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity-based and unit-based compensation |
|
|
39,661 |
|
|
|
6,358 |
|
|
|
43,926 |
|
|
|
6,424 |
|
Mark-to-market loss on warrant liabilities and C-2 Notes |
|
|
5,574 |
|
|
|
51,484 |
|
|
|
114,473 |
|
|
|
40,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted net loss |
|
$ |
(60,098 |
) |
|
$ |
(31,006 |
) |
|
$ |
(113,151 |
) |
|
$ |
(51,733 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares of Class A common stock outstanding, basic and diluted |
|
|
280,148,818 |
|
|
N/A |
|
|
|
280,148,818 |
|
|
N/A |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares of Class B common stock outstanding(1) |
|
|
118,907,377 |
|
|
N/A |
|
|
|
118,907,377 |
|
|
N/A |
|
||
Vested and unvested stock options outstanding |
|
|
7,566,848 |
|
|
N/A |
|
|
|
7,566,848 |
|
|
N/A |
|
||
Unvested Restricted Stock Awards and Restricted Stock Units |
|
|
7,531,628 |
|
|
N/A |
|
|
|
7,531,628 |
|
|
N/A |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fully diluted share count(2) |
|
|
414,154,671 |
|
|
N/A |
|
|
|
414,154,671 |
|
|
N/A |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share, diluted(3) |
|
$ |
(0.21 |
) |
|
N/A |
|
|
$ |
(0.21 |
) |
|
N/A |
|
||
Adjusted net loss per share, diluted(4) |
|
$ |
(0.15 |
) |
|
N/A |
|
|
$ |
(0.27 |
) |
|
N/A |
|
||
__________
Adjusted EBITDA
Earnings Before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”) adjusts Net loss attributable to X-Energy, Inc. by (i) including net loss attributable to XERC prior to the IPO, (ii) including net loss attributable to non-controlling interests subsequent to the IPO, and then adjusting for (iii) interest expense, (iv) interest income and (v) depreciation and amortization expense. EBITDA is used by management to evaluate the Company’s operating performance by excluding the effects of financing decisions, income taxes, and non-cash depreciation and amortization, which can vary significantly between companies due to differences in capital structure, tax positions and asset bases. EBITDA is useful to investors because it allows investors insight into the Company’s core operating performance and facilitates comparisons across reporting periods.
Adjusted EBITDA is EBITDA excluding (i) equity-based and unit-based compensation and (ii) mark-to-market loss on warrant liabilities and C-2 Notes. Adjusted EBITDA is used by management to assess the Company’s operating performance. Management believes these adjustments exclude variables unrelated to the Company’s core operations and allow for meaningful comparisons between the Company’s operating results from period to period.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net loss attributable to X-Energy, Inc. |
|
$ |
(59,090 |
) |
|
$ |
— |
|
|
$ |
(59,090 |
) |
|
$ |
— |
|
Net loss attributable to XERC prior to the IPO |
|
|
(21,159 |
) |
|
|
(88,848 |
) |
|
|
(187,376 |
) |
|
|
(99,060 |
) |
Net loss attributable to non-controlling interests subsequent to the IPO |
|
|
(25,084 |
) |
|
|
— |
|
|
|
(25,084 |
) |
|
|
— |
|
Net loss |
|
|
(105,333 |
) |
|
|
(88,848 |
) |
|
|
(271,550 |
) |
|
|
(99,060 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
— |
|
|
|
360 |
|
|
|
— |
|
|
|
484 |
|
Interest income |
|
|
(11,013 |
) |
|
|
(4,980 |
) |
|
|
(19,942 |
) |
|
|
(10,457 |
) |
Income tax expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Depreciation and amortization |
|
|
639 |
|
|
|
324 |
|
|
|
1,090 |
|
|
|
550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
EBITDA |
|
$ |
(115,707 |
) |
|
$ |
(93,144 |
) |
|
$ |
(290,402 |
) |
|
$ |
(108,483 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity-based and unit-based compensation |
|
|
39,661 |
|
|
|
6,358 |
|
|
|
43,926 |
|
|
|
6,424 |
|
Mark-to-market loss on warrant liabilities and C-2 Notes |
|
|
5,574 |
|
|
|
51,484 |
|
|
|
114,473 |
|
|
|
40,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA |
|
$ |
(70,472 |
) |
|
$ |
(35,302 |
) |
|
$ |
(132,003 |
) |
|
$ |
(61,156 |
) |