NuScale(SMR) - 2023 Q4 - Annual Report

Part I Business NuScale develops proprietary Small Modular Reactor (SMR) technology, the NPM, with its VOYGR™ plant design receiving the first U.S. NRC Standard Design Approval Overview NuScale develops 77 MWe SMR technology (NPM), with its VOYGR™ plant design being the first and only SMR to receive U.S. NRC Standard Design Approval - NuScale's core technology is the NuScale Power Module™ (NPM), a 77 MWe Small Modular Reactor (SMR). The flagship VOYGR™ power plant can scale up to 12 NPMs for a total output of 924 MWe[37] - The company's 12-module VOYGR-12 design was the first and only SMR to receive a Standard Design Approval (SDA) from the U.S. Nuclear Regulatory Commission (NRC) in September 2020, with the final rule becoming effective in February 2023[37] - A second SDA application for an uprated 77 MWe NPM design was submitted in January 2023 and accepted for formal review by the NRC in July 2023, with a decision expected by July 2025[38] - In November 2023, NuScale terminated its agreements with its first customer, Carbon Free Power Project, LLC (CFPP LLC), and agreed to repay CFPP's Net Development Costs[42] Industry and Market Opportunity The global energy market is shifting towards carbon-free sources, with SMRs well-suited to provide reliable baseload power amidst increasing consumption - Global power consumption is expected to increase 191% between 2020 and 2040, requiring approximately 22,000 gigawatts (GW) of additional generating capacity, primarily from carbon-free sources[45] - Key drivers for decarbonization include regulatory mandates (e.g., Paris Agreement, U.S. executive orders), investor pressures (ESG investing), and societal preferences for clean energy[49][50][52] - Nuclear power has a significantly higher capacity factor (92.7%) compared to solar (24.4%), wind (35.9%), and hydro (36.3%), making it a more reliable source for baseload power[54] - SMRs offer advantages over traditional nuclear plants, including simpler design, enhanced safety, lower upfront capital costs, modularity, and a smaller land footprint[58] Our Technology, Products, and Services NuScale's 77 MWe NPM uses natural circulation for enhanced safety, offers scalable VOYGR™ plants, and provides comprehensive lifecycle services for recurring revenue - The NPM is a 77 MWe integral reactor using proven light water technology and natural circulation, eliminating the need for reactor coolant pumps and large piping[57][59] - The technology features the "Triple Crown For Nuclear Plant Safety": the ability to remain in a safe, cool condition for an unlimited time without operator action, AC/DC power, or additional water[64] - NuScale's design supports a site-boundary Emergency Planning Zone (EPZ), a significant advantage over the 10-mile radius EPZ required for traditional U.S. nuclear plants, allowing for more flexible siting[64] - The company offers scalable VOYGR™ power plants in 4-module (308 MWe), 6-module (462 MWe), and 12-module (924 MWe) configurations[69] - NuScale plans to generate recurring revenue through a diversified suite of services, including regulatory support, training, fuel management, and outage planning, starting approximately eight years before a plant's commercial operation[73][74] Competitive Strengths and Competition NuScale's key strength is being the first SMR with U.S. NRC Standard Design Approval, supported by strong IP and partnerships, competing with traditional power and other SMRs - NuScale is the first and only SMR company to receive a Standard Design Approval (SDA) from the U.S. NRC, a process that took 41 months and cost over $700 million in preparation and review fees[76][85] - The company holds a strong intellectual property portfolio with 455 issued patents and 158 pending applications globally[75] - Key competitors include traditional baseload generation, renewables, and other advanced nuclear reactors. Notably, commercial SMRs are already in operation in China and Russia[82][85] Customers and Growth Strategy NuScale has over 100 global customer opportunities, with RoPower as its sole contracted client, and a growth strategy focused on international expansion and technology advancement - The company has a sales pipeline of over 100 customer opportunities and estimates the SMR market will exceed $100 billion by 2035[87] - The sole contracted customer is RoPower in Romania, which signed a Front-End Engineering and Design (FEED) contract in December 2022 for a VOYGR-6 plant with an expected operation date of 2029-2030[88] - Growth strategy includes international expansion, continuous technology advancements (e.g., increasing power output), and developing new products such as a micro-reactor for remote applications[91][92][93] Supply Chain, Partnerships, and Intellectual Property NuScale leverages a global supply chain and strategic partnerships, including Fluor and the DOE, while protecting its core technology with 455 issued patents globally - The company has a global network of supply chain partners and strategic investors, including Doosan Enerbility, Sargent & Lundy, JGC Holdings, and Samsung C&T[95][100] - Fluor, the majority stockholder, collaborates on plant design and provides engineering, procurement, and construction (EPC) services[96] - The U.S. Department of Energy has granted NuScale over $600 million in cost-share awards to support technology development, certification, and commercialization[97] - As of December 31, 2023, NuScale holds 455 issued patents and has 158 pending patents across 21 jurisdictions, with a significant portion related to its safety system and power production[104][105] Human Capital and Executive Officers In January 2024, NuScale reduced its workforce by 28% (154 employees) to align with commercialization priorities, now employing 398 full-time staff - In January 2024, NuScale implemented a plan to reduce its workforce by 154 full-time employees, representing a 28% reduction, to focus resources on revenue-generating projects and commercialization[108] - Following the reduction, the company has 398 full-time employees, with 156 holding advanced degrees, including 20 Ph.Ds[109] Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | John L. Hopkins | 70 | Chief Executive Officer, Director | | José N. Reyes | 68 | Chief Technical Officer | | Robert Ramsey Hamady | 49 | Chief Financial Officer | | Carl Fisher | 62 | Chief Operating Officer | | Clayton Scott | 62 | Chief Commercial Officer | | Robert Temple | 67 | General Counsel and Corporate Secretary | Regulation The nuclear industry is heavily regulated, with NuScale's 50 MWe design receiving U.S. NRC SDA after a 42-month review costing over $700 million, and an uprated 77 MWe design currently under review - The NRC's review and approval of NuScale's initial Design Certification Application (DCA) took 42 months, required approximately $500 million in preparation, and incurred over $200 million in review fees and related costs[126][85] - An SDA application for the uprated 77 MWe, VOYGR-6 configuration was accepted for review by the NRC in July 2023, with a committed 24-month review schedule[127] - Internationally, NuScale is engaging with regulators in multiple countries and plans a Technical Safety Review with the International Atomic Energy Agency (IAEA) in 2024 to expedite licensing in countries that use IAEA safety guidelines[132][133] - The company's business is subject to strict U.S. export control laws (EAR, 10 CFR Part 810, 10 CFR Part 110) that regulate the transfer of nuclear technology, hardware, and data to foreign countries[136] Risk Factors NuScale faces structural, business, regulatory, and ownership risks, including dependence on its subsidiary, lack of binding contracts, CFPP termination, historical losses, and stock price volatility Risks Related to Our Structure and Governance NuScale Corp, a holding company, depends on NuScale LLC distributions and faces substantial payments under its Tax Receivable Agreement, while Fluor's majority ownership exempts it from certain NYSE governance rules - NuScale Corp is a holding company dependent on distributions from its subsidiary, NuScale LLC, to pay taxes, dividends, and obligations under the Tax Receivable Agreement (TRA)[144] - The TRA requires NuScale Corp to pay 85% of certain tax benefits from future exchanges of NuScale LLC units to legacy equity holders, and these payments could be substantial and may accelerate upon a change of control[148][149] - Due to Fluor's majority ownership, NuScale is a "controlled company" and is exempt from certain NYSE corporate governance requirements, including having a majority of independent directors[154] Risks Related to NuScale's Business and Industry NuScale faces significant business risks, including no binding NPM delivery contracts, the CFPP LLC termination, historical losses, reliance on Fluor, and the need for additional future funding - The company has not yet entered into a binding contract to deliver NPMs and its memoranda of understanding with potential customers may not result in definitive agreements[158] - The termination of the agreement with the first customer, CFPP LLC, requires a significant payment of $49.8 million and may negatively impact perceptions of the business and its ability to raise capital[160][161] - NuScale has incurred significant losses since inception, expects future losses, and may not achieve or maintain profitability[167] - The company's commercialization strategy is heavily reliant on its relationship with its majority owner, Fluor, for engineering, procurement, and construction services[171] - The company expects it will require additional future funding for its ongoing activities, including development, manufacturing preparation, and costs of being a public company[182] Regulatory Risk Factors NuScale faces extensive regulatory risks, including uncertainty of pending U.S. NRC SDA approvals, country-specific international licensing requirements, and stringent U.S. export control laws - The company's pending SDA applications for the VOYGR-6 plant and the uprated 77 MWe NPM may not be approved by the NRC, and any required revisions could significantly delay commercialization[197] - Regulatory approvals must be obtained on a country-by-country basis for international sales, and these processes may differ materially from the U.S. NRC process, potentially leading to delays, denials, or required design changes[198] - Customers are required to obtain their own complex, site-specific regulatory approvals before they can construct power plants, which can be a lengthy process with uncertain outcomes[199] - The business is subject to stringent U.S. export control laws, and failure to secure necessary licenses could negatively impact the ability to market and sell SMR technology outside the United States[201] General and Ownership Risk Factors NuScale faces general risks including cybersecurity threats and shareholder litigation, alongside ownership risks such as stock price volatility, potential dilution, and short-seller activity - The company is subject to cybersecurity risks, including sophisticated attacks that could compromise information systems, impact operations, and harm its reputation[204][205] - NuScale is currently named in several purported class action lawsuits, which are expensive and divert management attention. An adverse outcome could be material to the company[210][213] - The price of Class A common stock and Warrants may be volatile, and a significant number of shares registered for resale could be sold into the market, potentially causing the price to drop[220][222] - The company has been and may in the future be subject to short selling strategies, which can reduce the market price of its stock and require significant resources to refute[234][235] Cybersecurity NuScale's Board oversees cybersecurity risk management, with a robust security framework aligned with DOE and NRC requirements, and no material incidents reported to date - The Board of Directors provides oversight of cybersecurity risks, with senior leadership regularly briefing the Board on the company's security posture[238] - The company's cybersecurity framework is aligned with DOE and NRC requirements and is integrated into its enterprise risk management (ERM) process[240][242] - NuScale engages third-party services for 24/7 monitoring, threat intelligence, and regular security assessments, including penetration testing[241] - For the current reporting period, there have been no cybersecurity incidents that have materially affected or are reasonably likely to materially affect NuScale[240] Properties NuScale leases its main facilities, including an engineering center in Corvallis, OR, and executive offices in Portland, OR, which were destroyed by fire in January 2024 with no material financial impact - The company's main facilities are leased properties, including an engineering center in Corvallis, OR, and executive offices in Portland, OR[246] - In January 2024, a fire destroyed the Portland office. The event did not result in injuries or loss of critical records, and the financial impact is not expected to be material[246] Legal Proceedings NuScale is involved in legal proceedings, including a breach of contract lawsuit related to its 2022 merger and consolidated shareholder class actions alleging misleading statements, with no probable loss recorded - A lawsuit filed by former NuScale LLC members alleges breach of contract concerning amendments to the operating agreement made during the merger transaction[248] - Two consolidated shareholder class action lawsuits allege the company and management made false and misleading statements regarding its business, operations, and customer agreements[250] - The company does not believe it is probable that a loss will be incurred from these legal actions and has not recorded any liability[249][250] Part II Management's Discussion and Analysis of Financial Condition and Results of Operations In 2023, NuScale's revenue increased to $22.8 million, but net loss widened to $180.1 million due to a $49.8 million CFPP termination charge, leading to a significant cash decrease and January 2024 cost reductions Results of Operations For 2023, revenue increased to $22.8 million, but the net loss widened to $180.1 million, primarily due to a $49.8 million charge from the CFPP agreement termination impacting R&D expenses Consolidated Results of Operations (in thousands) | | Year Ended December 31, 2023 | Year Ended December 31, 2022 | | :--- | :--- | :--- | | Revenue | $22,810 | $11,804 | | Gross margin | $3,849 | $4,487 | | Loss from operations | ($275,565) | ($229,995) | | Loss before income taxes | ($180,115) | ($141,573) | - The increase in revenue was primarily due to activities supporting the Engineering, Procurement and Construction Development Agreement for CFPP (prior to termination) and other consulting services[281] - R&D expenses increased significantly due to a $49.8 million charge from the Release Agreement with CFPP[282] - Sponsored cost share from government and private entities decreased to $61.0 million from $72.5 million in 2022, mainly due to a lower share percentage and funding from the DOE[286] Liquidity and Capital Resources As of December 31, 2023, NuScale's cash decreased to $120.3 million, with $183.3 million used in operations, prompting January 2024 cost reductions and new contract pursuits to ensure liquidity Cash and Liquidity (in millions) | | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $120.3 | $217.7 | | Restricted cash | $5.1 | $26.5 | | Debt | $0 | $0 | - The company used $183.3 million of cash in operations during 2023, an increase from $148.6 million in 2022[289][291] - An "at-the-market" (ATM) stock offering program was initiated, generating $9.8 million in net proceeds in 2023. As of year-end, up to $139.6 million remained available for sale under the program[288] - In January 2024, management implemented cost reduction measures, including a workforce reduction of 154 employees, to reduce cash outflows[290][368] Controls and Procedures Management, including the CEO and CFO, concluded that NuScale's disclosure controls and internal control over financial reporting were effective as of December 31, 2023 - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[307] - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO framework[309] - As an emerging growth company, NuScale's independent auditor is not required to provide an attestation report on the effectiveness of its internal control over financial reporting[310] Part III Directors, Executive Officers, Corporate Governance, Executive Compensation, and Other Matters Information for Items 10 through 14, covering governance, compensation, security ownership, related transactions, and accounting fees, is incorporated by reference from the 2024 Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the company's 2024 Proxy Statement[316][317][318][319][320] Part IV Exhibits and Financial Statement Schedules This section lists financial statements, schedules, and exhibits, including key corporate documents and material contracts, with all financial statement schedules omitted - The financial statements are filed as part of this report, while all financial statement schedules have been omitted[323] - Key exhibits filed include the Merger Agreement, corporate governance documents, incentive plans, and material contracts with partners like Fluor and the settlement agreement with CFPP LLC[324][325][326] Financial Statements Consolidated Financial Statements In 2023, NuScale reported a net loss of $180.1 million on $22.8 million revenue, with cash decreasing to $120.3 million and total assets declining to $224.9 million Key Financial Data (in thousands) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Operations | | | | Revenue | $22,810 | $11,804 | | Net Loss | ($180,115) | ($141,573) | | Balance Sheet | | | | Cash and cash equivalents | $120,265 | $217,685 | | Total Assets | $224,858 | $348,635 | | Total Liabilities | $95,520 | $71,548 | | Total Stockholders' Equity | $129,338 | $277,087 | | Cash Flow | | | | Net cash used in operating activities | ($183,254) | ($148,609) | Notes to the Consolidated Financial Statements The notes detail the CFPP LLC agreement termination, a $49.8 million charge, January 2024 cost-cutting measures including a 28% workforce reduction, and significant related-party transactions with Fluor - CFPP Agreement Termination: The company entered into a Release Agreement with CFPP LLC, requiring a payment of $49.8 million and creating a liability for long-lead materials, which are subject to a DOE lien[446][447][449] - Liquidity and Going Concern: Management implemented cost reduction measures, including a workforce reduction of 154 employees in January 2024, and believes it has sufficient funds to operate for the next twelve months[368][486] - Related Party Transactions: NuScale incurred expenses of $32.9 million for services from its majority owner, Fluor, in 2023. Revenue earned from Fluor was $16.9 million, representing 74.1% of total revenue[477][478] - Legal Proceedings: The company is defending against shareholder class action lawsuits related to the 2022 merger and alleged misleading statements about customer agreements. No liability has been recorded[480][482] - Subsequent Event: In January 2024, NuScale announced a plan to reduce its workforce by 28% (154 employees), resulting in an estimated one-time charge of approximately $3 million in Q1 2024[486]