Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of NuScale Corp should be read together with our financial statements as of and for the years ended December 31, 2024, 2023 and 2022 and our unaudited interim condensed consolidated financial statements as of and for the three and six months ended June 30, 2025 and 2024, together with related notes thereto. 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. As used herein, "NuScale," the "Company," "us," "our" or "we" refer to NuScale Corp, together with its consolidated subsidiaries.
Overview
Our mission is to provide scalable advanced nuclear technology to produce 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 small modular reactor ("SMR"), known as NuScale Power Module™("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 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 U.S. Nuclear Regulatory Commission ("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 Standard Design Approval ("SDA") of our NPM and scalable plant design. With this phase of NuScale's DCA now complete, customers may proceed with plans to develop NuScale SMR-based power plants with the understanding that the NRC has approved the safety aspects of the NPM and plant design. On January 19, 2023, the NRC published in the Federal Register a final rule that certifies NuScale's SMR design for use in the United States, which became effective 30 days after publication.
In May 2025, the NRC finalized their review and approved the Company's SDA application and the associated licensing topical reports for NuScale's 6-unit 77 MWe NPM design. Customers in the United States are now able to reference the certified design and SDA for expedited construction and operating licensing of NuScale's SMR pursuant to 10 CFR Part 52.
The Company has partnered with ENTRA1, which acts as NuScale's global strategic partner for commercialization and development of power plants utilizing NPMs. ENTRA1 holds the exclusive rights for the worldwide commercialization, distribution, sales and development of our products, services and power plants. In this strategic partnership, the Company collaborates on joint development initiatives and financially contributes alongside the partnership in joint activities which may be recoverable as part of its development costs. ENTRA1 can decide whether to participate in a commercial opportunity. If ENTRA1 declines to participate in a commercial opportunity, NuScale may pursue the opportunity on its own.
The Company currently has one major customer: RoPower Nuclear S.A. ("RoPower"), which is a joint venture established by S.N. Nuclearelectrica S.A. ("Nuclearelectrica") and Nova Power & Gas S.A. Under Phase 1 of the contract with RoPower, we defined the major site and specific inputs for a NuScale 6-module power plant to be deployed at the Doicesti Power Station site in Romania. In the third quarter of the 2024 fiscal year, Nuclearelectrica and RoPower signed the Front-End Engineering and Design ("FEED") Phase 2 contract with Fluor, a related party to NuScale. FEED Phase 2 will include tasks related to the development of a Class 3 plant cost estimate, as well as support to RoPower with its regulatory and stakeholder engagements. NuScale is supporting their scope of this FEED Phase 2 as a subcontractor to Fluor.
Results of Operations
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(in thousands)
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Three Months Ended June 30,
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Six Months Ended June 30,
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2025
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2024
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2025
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2024
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Revenue (2025 - $7,431 and $14,700; 2024 - $523 and $523 from related party)
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$
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8,054
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$
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967
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$
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21,429
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$
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2,346
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Cost of sales
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(6,273)
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(850)
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(12,646)
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(1,585)
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Gross Margin
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1,781
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117
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8,783
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761
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Research and development expenses
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11,802
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12,132
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20,933
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25,287
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General and administrative expenses
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22,523
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16,827
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45,787
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36,186
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Other expenses (2025 - $0 and $0; 2024 - $0 and $108 from related party)
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10,538
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13,036
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20,472
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25,139
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Loss From Operations
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(43,082)
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(41,878)
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(78,409)
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(85,851)
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Sponsored cost share
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21
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2,448
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84
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5,844
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Change in fair value of warrant liabilities
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-
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(36,733)
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-
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(45,778)
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Interest income
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5,452
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1,725
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10,663
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3,267
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Loss Before Income Taxes
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(37,609)
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(74,438)
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(67,662)
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(122,518)
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Foreign income taxes
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-
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-
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342
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-
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Net Loss
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$
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(37,609)
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$
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(74,438)
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$
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(68,004)
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$
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(122,518)
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Comparison of the Three Months Ended June 30, 2025 and 2024
Revenue and Cost of Sales
The increase in revenue and cost of sales was primarily attributable to engineering services in support of advancing RoPower's goal of deploying a power plant powered by six NPMs in Romania.
General and Administrative
G&A expenses increased due to higher strategic business development costs in the amount of $3.9 million as we increase our commercialization efforts and $2.2 million in legal and accounting fees.
Other
Other expenses decreased during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, when there was a $3.2 million one-time charge associated with the workforce reduction in 2024 as we transitioned from an R&D-based company to a commercial company. This decrease was partially offset by higher equity-based compensation costs during the three months ended June 30, 2025.
Sponsored Cost Share
Sponsored cost share decreased due to the Company reaching the cost share cap with DOE and USTDA.
Change in Fair Value of Warrant Liabilities
There was no change in the fair value of warrant liabilities during the three months ended June 30, 2025 because all of the Company's 18.5 million warrants outstanding at June 30, 2024 were either redeemed by the Company in the fourth quarter of the 2024 fiscal year or exercised by the holder in the second half of the 2024 fiscal year.
Interest Income
The increase in interest income reflects the Company's stronger cash position which resulted in higher investments in cash equivalents, short-term investments and longer-term investments during the three months ended June 30, 2025.
Comparison of the Six Months Ended June 30, 2025 and 2024
Revenue and Cost of Sales
The increase in revenue and cost of sales was attributable to engineering and licensing fees and services in support of advancing RoPower's goal of deploying a power plant powered by six NPMs in Romania.
Research and Development
Research and development expenses decreased due to management's implementation of various internal cost optimization measures that resulted in $2.6 million of compensation cost savings, and lowered professional fees by $2.0 million in connection with the Company's transition from an R&D-based company to a commercial company and the completion of SDA in the second quarter of 2025.
General and Administrative
G&A expenses increased due to higher strategic business development costs in the amount of $7.6 million as we increased our commercialization efforts and $5.0 million in legal and accounting fees. These increases were partially offset by $3.2 million of compensation cost savings.
Other
Other expenses decreased as a result of $8.2 million in compensation cost savings, which includes the one-time $3.2 million restructuring charge associated with the workforce reduction in 2024. This decrease was partially offset by higher equity-based compensation costs.
Sponsored Cost Share
Sponsored cost share decreased due to the Company reaching the cost share cap with DOE and USTDA.
Change in Fair Value of Warrant Liabilities
There was no change in the fair value of warrant liabilities during the six months ended June 30, 2025 because all of the Company's 18.5 million warrants outstanding at June 30, 2024 were either redeemed by the Company in the fourth quarter of the 2024 fiscal year or exercised by the holder in the second half of the 2024 fiscal year.
Interest Income
The increase in interest income reflects the Company's stronger cash position which resulted in higher investments in cash equivalents, short-term investments and longer-term investments during the six months ended June 30, 2025.
Liquidity and Capital Resources
On November 8, 2024, NuScale entered into a new Sales Agreement with TD Securities (USA) LLC, UBS Securities LLC, B. Riley Securities, Inc. and Canaccord Genuity LLC as sales agents under which the Company may offer and sell shares of our Class A common stock, having an aggregate sales price of up to $200.0 million ("ATM Program"). During the six months ended June 30, 2025, the Company issued and sold 4,548,127 shares of Class A common stock for the gross and net proceeds of $102.4 million and $99.8 million, respectively, with a weighted average price of $22.68 per share. No such sales were executed during the three months ended June 30, 2025. As of June 30, 2025, we had 17,187,349 shares of Class A common stock, at an aggregate sales price up to $26.4 million, eligible for sale under the ATM Program.
Since NuScale's inception, we have incurred significant operating losses and have an accumulated deficit of $408.7 million, with negative operating cash flows. As of June 30, 2025, we had cash and cash equivalents of $297.7 million, short-term investments of $123.1 million with no debt. Historically, our primary sources of cash included investment capital, and DOE and other government sponsored cost share agreements to support the advancement of our SMR technology both domestically and abroad. As we transition from research and development to the commercialization of our technology, we are focusing on commercial contracts that generate revenue. During the year ended December 31, 2024, we executed two revenue generating agreements in relation to the advancement of Doicesti project Phase 2 Front-End Engineering and Design, a project which targets the development of six NuScale power modules at a former coal plant site in Doicesti, Romania.
On January 5, 2024, NuScale announced a plan to reduce the Company's workforce by 154 full time employees, or 28%, in order to continue our transition from an R&D-based company to a commercial company. This resulted in a one-time charge of $3.2 million during the six months ended June 30, 2024.
We believe that based on our current level of operating expenses and currently available cash resources, we will have sufficient funds available to cover R&D activities and operating cash needs for the next twelve months and beyond. However, considering that we have not yet completed the development of a commercial product and have minimal revenue to date, we may require additional funds. Further, management plans to prudently manage its expenses and cash reserves
into the future, recognizing the need to secure additional customer commitments to support long-term operations. For additional information regarding these risk factors, see the Company's 2024 Annual Report on Form 10-K.
Comparison of Cash Flows for the Six Months Ended June 30, 2025 and 2024
The following table sets forth the primary sources and uses of cash and cash equivalents for the periods presented below:
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Six Months Ended June 30,
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(in thousands)
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2025
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2024
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Net Cash Used in Operating Activities
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$
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(56,107)
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$
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(69,521)
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Net Cash (Used) Provided by Investing Activities
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(152,219)
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195
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Net Cash Provided by Financing Activities
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104,465
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79,995
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Net Change in Cash and Cash Equivalents (A)
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$
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(103,861)
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$
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10,669
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(A)Includes $5,100 in restricted cash
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Cash Flows used in Operating Activities
Our cash used in operations decreased during the six months ended June 30, 2025 due to higher revenue and interest income as well as collections of receivables.
Cash Flows provided by Investing Activities
During the six months ended June 30, 2025, management executed a strategy to diversify the Company's investment portfolio by purchasing more short term and longer-term investments to take advantage of higher interest rates, thereby leveraging the Company's strong cash position.
Cash Flows provided by Financing Activities
During both the six months ended June 30, 2025 and 2024, net cash provided by financing activities consisted of proceeds from the utilization of our ATM Programs.
Commitments and Contractual Obligations
Under the Release Agreement, the Company is required to have credit support to fund the amount of its potential reimbursement of demobilization and wind down costs with CFPP LLC. This account is identified as Restricted cash in the amount of $5.1 million on the accompanying condensed consolidated balance sheet and acts as collateral for the $5.0 million letter of credit outstanding at June 30, 2025.
In December 2024, the Company entered into a purchase commitment for additional LLM to support the development of future NPMs. During the course of 2025, the Company entered into additional long-term commitments to support the development of future NPMs.
In January 2025 we entered into sales and marketing agreements for services to be provided ratably over 2025 and these sales and marketing agreements were extended for one additional year, increasing the Company's commitment by an additional $34.8 million.
The following table sets forth the principal cash obligations and commitments that the Company has entered into, assuming no renewals thereafter.
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Payments Due By Year
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(in thousands)
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Total
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2025
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2026
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2027
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2028
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Materials purchase commitments - LLM
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$
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99,514
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$
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54,476
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$
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34,645
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$
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10,393
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$
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-
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Supply chain readiness and manufacturing
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$
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16,932
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9,254
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5,754
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1,924
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-
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Services commitments - Other
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$
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25,833
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4,935
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10,729
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6,869
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3,300
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Sales and marketing agreements
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$
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52,200
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17,400
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34,800
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-
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-
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Total
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$
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194,479
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$
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194,479
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$
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86,065
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$
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85,928
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$
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19,186
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$
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3,300
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From time to time, NuScale enters into technical assistance grant programs with the United States Trade and Development Agency ("USTDA"), whereby the Company receives cost share commitments to support licensing work in foreign markets. Under these programs, NuScale has agreed to pay the USTDA a certain percentage of all revenue earned in a geographic area or associated with a specific contract. Should NuScale earn revenue under the guidelines of these programs, the Company could owe the USTDA for funds previously received, or up to $7.7 million.