INVESTOR ROADSHOW Presentation: Nikola Corporation
INVESTOR ROADSHOW Presentation: Nikola Corporation
INVESTOR ROADSHOW Presentation: Nikola Corporation
This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed
business combination between Nikola Motor Corporation (“Nikola” or the “Company”) and VectoIQ Acquisition Corp. (“VectoIQ”) and related transactions (the “Proposed Transactions”) and for
no other purpose.
No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent permitted by law in no circumstances will VectoIQ, Nikola or any of their
respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or
loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise
arising in connection therewith. Industry and market data used in this Presentation have been obtained from third-party industry publications and sources as well as from research reports
prepared for other purposes. Neither VectoIQ nor Nikola has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data
is subject to change. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Nikola or the Proposed
Transactions. Viewers of this Presentation should each make their own evaluation of Nikola and of the relevance and adequacy of the information and should make such other investigations as
they deem necessary.
In connection with the Proposed Transactions, VectoIQ has filed a registration statement on Form S-4, including a proxy statement/prospectus/information statement (the “Registration
Statement”), with the SEC, which includes a preliminary proxy statement to be distributed to holders of VectoIQ’s common stock in connection with VectoIQ’s solicitation of proxies for the vote by
VectoIQ’s stockholders with respect to the Proposed Transactions and other matters as described in the Registration Statement, a prospectus relating to the offer of the securities to be issued to
the Company’s stockholders in connection with the Proposed Transactions, and an information statement to Company’s stockholders regarding the Proposed Transactions. After the Registration
Statement has been declared effective, VectoIQ will mail a definitive proxy statement/prospectus, when available, to its stockholders. Investors and security holders and other interested parties
are urged to read the proxy statement/prospectus/information statement, and any amendments thereto and any other documents filed with the SEC when they become available, carefully and in
their entirety because they contain important information about VectoIQ, the Company and the Proposed Transactions. Investors and security holders may obtain free copies of the preliminary
proxy statement/prospectus/information statement and definitive proxy statement/prospectus/information statement (when available) and other documents filed with the SEC by VectoIQ
through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: VectoIQ Acquisition Corp., 1354 Flagler Drive, Mamaroneck, NY 10543.
VectoIQ and the Company and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in
the solicitation of proxies with respect to the Proposed Transactions. Information about the directors and executive officers of VectoIQ is set forth in the Registration Statement and other relevant
materials to be filed with the SEC regarding the Proposed Transactions. Stockholders, potential investors and other interested persons should read the Registration Statement carefully before
making any voting or investment decisions. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Forward-Looking Statements
This Presentation includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of revenue and other financial and performance metrics,
projections of market opportunity and expectations, timing of various business milestones, and projected business model and related assumptions; VectoIQ’s ability to consummate a transaction
with the Company; VectoIQ’s ability to obtain the financing necessary to consummate the Proposed Transactions; and the expected timing of completion of the Proposed Transactions. These
statements are based on various assumptions and on the current expectations of VectoIQ’s and the Company’s management and are not predictions of actual performance. These forward-
looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the
control of VectoIQ and the Company. These forward looking statements are subject to a number of risks and uncertainties, including general economic, financial, legal, political and business
conditions and changes in domestic and foreign markets; the potential effects of COVID-19; the outcome of judicial proceedings to which the Company is, or may become a party; the inability of
the parties to enter into definitive agreements or successfully or timely consummate the Proposed Transactions or to satisfy the other conditions to the closing of the Proposed Transactions,
including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company; the risk that
the approval of the stockholders of VectoIQ for the Proposed Transactions is not obtained; failure to realize the anticipated benefits of the Proposed Transactions, including as a result of a delay
in consummating the Proposed Transaction or difficulty in, or costs associated with, integrating the businesses of VectoIQ and the Company; the amount of redemption requests made by
VectoIQ’s stockholders; the occurrence of events that may give rise to a right of one or both of VectoIQ and the Company to terminate the Business Combination Agreement; risks related to the
rollout of the Company’s business and the timing of expected business milestones; changes in the assumptions underlying the Company’s expectations regarding its future business or business
model; the availability of capital; the effects of competition on the Company’s future business; and those factors discussed in the Registration Statement under the heading “Risk Factors,” and
other documents of VectoIQ filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither VectoIQ nor the Company presently do not know or that VectoIQ and the Company currently believe are immaterial that
could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect VectoIQ’s and the Company’s expectations, plans
or forecasts of future events and views as of the date of this Presentation. VectoIQ and the Company anticipate that subsequent events and developments will cause their assessments to change.
However, while VectoIQ and the Company may elect to update these forward-looking statements at some point in the future, VectoIQ and the Company specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as representing VectoIQ’s or the Company’s assessments as of any date subsequent to the date of this Presentation. Accordingly,
undue reliance should not be placed upon the forward-looking statements.
Use of Projections
This Presentation contains projected financial information with respect to Nikola. Such projected financial information constitutes forward-looking information, and is for illustrative purposes
only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are
subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See “Forward-Looking Statements” above. Actual results may differ materially from the
results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by
any person that the results reflected in such forecasts will be achieved.
The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be
adjusted in or may be presented differently in, the Registration Statement or any other document to be filed by VectoIQ with the SEC. Some of the financial information and data contained in this
Presentation, such as EBIT, EBITDA and EBITDA Margin, has not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). VectoIQ and Nikola believe
these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Nikola’s financial condition and
results of operations. Nikola’s management uses these non-GAAP measures for trend analyses, for purposes of determining management incentive compensation, and for budgeting and planning
purposes. VectoIQ and Nikola believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and
in comparing Nikola’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider these non-GAAP
measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant
expenses and income that are required by GAAP to be recorded in Nikola’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by
management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents
non-GAAP financial measures in connection with GAAP results. You should review Nikola’s audited financial statements, which are included in the Registration Statement.
Trademarks
This Presentation contains trademarks, service marks, trade names and copyrights of VectoIQ, Nikola and other companies, which are the property of their respective owners.
i. TRANSACTION OVERVIEW
Proposed transaction
overview
Transaction Structure
• On March 2, 2020, Nikola and VectoIQ agreed to enter into a business combination
• It is anticipated that the post-closing company will be a Delaware corporation, retain the Nikola name, and be listed on the NASDAQ
Valuation
• Transaction implies a fully diluted pro forma enterprise value of ~$3.3 billion (~1.0x based on 2024E revenue of ~$3.2 billion)
• Existing Nikola shareholders expected to receive 79.6% of the pro forma equity and $70 million cash(1)
Capital Structure
• The transaction will be funded by a combination of VectoIQ cash held in a trust account, VectoIQ common stock, and proceeds from VectoIQ PIPE
• Transaction will result in $709 million cash on the balance sheet to fund growth(2)
1. Including Series D investors. Excluding potential dilution from out-of-the-money VectoIQ warrants. Assumes no redemptions by VectoIQ’s existing public shareholders
2. Based on $237 million cash in trust, $67 million cash from Nikola balance sheet, 52.5 million shares at $10/share PIPE ($525 million) less $50 million transaction expenses and $70 million cash to seller.
Assumes no redemptions by VectoIQ’s existing public shareholders
Pro forma equity
ownership
$M, except Share and per share data
Estimated Cash Contributed from Balance Sheet(2) $67 Equity Value $4,029
Estimated Payment of Transaction Expenses $50 Shares from PIPE Existing Nikola
13.0%, 52.5M Shares Equity Rollover(4)
Total Uses $4,036 79.6%, 320.7M Shares
Note: The sources and uses of funds presented herein are forward-looking statements and reflect the Company’s current plans and expectations regarding financing for the business combination. The Company may elect
to obtain additional financing, including the sale of additional debt or equity, or alternative financing on different terms in connection with the business combination in which case the information presented herein may
change. Pro forma figures include the run-rate contribution of recent acquisitions and public company cost assumptions. Due to rounding, numbers presented may not add up precisely to the totals indicated.
1. As of 1/5/2019. Assumes no redemption by VectoIQ’s existing public shareholders. Actual results in connection with the business combination may differ
2. Assumes all cash associated with Series D investment has been received prior to closing
3. Assumes 52.5M shares are issued at $10.00 per share
4. Rollover equity shares include shares issued to series D investors
5. Pro forma share count includes 23.0 million VectoIQ public common shares, 6.6 million VectoIQ Sponsor shares, 52.5 million shares from PIPE, and 320.7 million shares issued to Nikola existing shareholders;
shares issued to Nikola shareholders is based on latest Series D raise amount of $277M and is subject to change if incremental Series D investment is raised prior to closing. Assumes no redemptions by
VectoIQ’s existing public shareholders
6. Pro forma ownership table excludes the impact of all out-of-the-money VectoIQ warrants
Deep bench of experienced Nikola’s management team brings together proven
management key to making leaders with deep industry and domain expertise
Pace-Setting Speed-to-Market
• Planned 2021 BEV launch
• Planned 2023 FCEV launch and H2 station operations
1. $600B TAM includes truck, repair & maintenance and fuel based on proprietary research from ACT Research
Powered by a unique Together, the distinct business offerings enable
business strategy disruption across the “Green-to-Wheel” value chain
H2 Production and
Shorter-haul Long-haul Capacity-as-a-Service Energy-as-a-Service
Refueling of FCEV
Use case
Target
Significantly increases
Complementary offerings: with significant overlap in Additional growth opportunities based on truck
addressable market vs.
components; BEV and FCEV address different use cases and H2 station platform
truck offering alone
1. Amount includes in-kind contribution of services from CNHI (see slide 12 for additional detail); does not include capital from VectoIQ transaction
demonstrating significant Over $500M raised to date to support
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growth and progress on commercialization of unique business model
Build-out of team, Signed sales Nel announced as Signed Hydrogen Entered North
hired: and service sole equipment Station America production
– Chief Engineer agreement with supplier for Development alliance and European
– Chief Designer Ryder Systems hydrogen stations agreement with Nel joint venture with
– Battery CNHI Iveco
Engineer
primary power unit (ppu) Hydrogen Fuel Cell Battery Diesel Engine
PPU Sustainability Hydrogen is the most Dependent on further advances in Access to oil reserves can be costly and
profile abundant element on planet technology prices are highly volatile
1. Estimated hauling capacity includes both cargo capacity and the weight of the trailer
Nikola’s extensive network of strategic partnerships
World class strategic significantly reduces execution risks, improves
partnerships… commercialization timeline, and provides long-term
competitive advantage
Marquee Co-Development Partners
• International leader in the development, manufacture, marketing, • Leading global supplier of technology and services to automotive,
and servicing of a vast range of light, medium, and heavy industrial, energy, building technology, and consumer end markets
commercial vehicles with ~410,000 employees and ~$90B in annual revenue
• Series D investor and partner in 50/50 European joint venture and • Series B and C investor and powertrain design (e.g., fuel cell,
North American production alliance battery, VCU) co-development partner
- Any related IP will be jointly owned by Nikola
• One of the world´s largest and most • Largest producer of electrolyzers and other • Leading global supplier of braking control
recognized photovoltaic manufacturers hydrogen equipment components and air management systems
and energy providers to medium- and heavy-duty trucks
• Series C investor and hydrogen production
• Series C investor and exclusive solar panel equipment supplier (electrolyzers and • Series B investor in Nikola and brake
provider other components for hydrogen stations) traction and stability control system
developer
• #1 global engineering service provider to • Largest truck leasing company in the U.S. • World's largest independent company for
the Commercial Vehicle industry for cab with over 800 service centers and 6,000 the development, simulation and testing of
development highly trained technicians powertrains
• Cab and Chassis engineer • Exclusive sales and service partner • Designer and developer of first-in-class
vehicle and hydrogen fuel cell test facility
Partnership with CNHI Iveco significantly de-risks
…anchored by landmark North America production execution and
partnership with cnhi iveco accelerates penetration of attractive
European market
Additional Details - Global license to the S-Way platform – the most recently introduced Class 8 truck
in the world
• CNHI Iveco engineers to embed with Nikola team to develop - Ability to leverage existing parts bin and capture purchasing savings
production-ready truck and leverage its expertise across all
- Access to engineering support
elements of the manufacturing process
- Potential assembly capabilities
• Nikola/CNHI Iveco product to be produced on dedicated lines
within existing Iveco manufacturing facilities • Enables Nikola to enter significantly larger European market
1. CNHI delivered ~175,900 vehicles in 2018; includes trucks, buses, light commercial, and specialty vehicles
Robust blue chip demand Nikola has over 14,000 FCEV truck pre-orders, with
for a zero emissions robust demand for newly introduced BEV truck
transportation solution
Summary of FCEV truck Reservations prior to book Additional reservations detail
freeze in fall 2019 • Nikola BEV demand: following unveiling of Nikola BEV truck in Fall
# of Trucks
2019, company has been engaged with potential strategic customers
FCEV reservation book frozen; negotiating with - Discussion focused on multi-thousand truck pre-orders with
strategic fleet partners to convert pre-orders to binding contracts with significant deposits 12 months prior to
binding contracts with deposits for initial FCEV rollout delivery
All Other Large U.S. Fleet
- Robust BEV demand projected to fill first 2 – 3 years of production
Reservations Owner • FCEV demand equally robust, with reservation book projected to fill
Holders ~5,000 first 2+ years of production
~5,300 34%
36%
Total Themes Driving Demand
14,602 FCEV trucks
• Commercial vehicle purchasing decision driven by Total Cost of
Ownership (TCO) of vehicle, including cost of truck, fuel, and
~$10.2B maintenance
realizable value - Nikola’s unique FCEV Bundled Lease model ensures TCO cost
Large Truck parity with diesel as well as TCO consistency and predictability for
Other Fleets with at
Leasing fleet operators
least 100 Trucks
Large AB Inbev Companies • Corporations are increasing focus and efforts to reduce greenhouse
Reserved
Equipment 800 ~1,500
~1,500 emissions in their value chains
Providers 6% 10%
10%
~500
4%
BEV / FCEV Market opportunity(1) Key drivers for zero emission commercial vehicle demand
• Commercial vehicle buying decision driven by Total Cost of Ownership (TCO)
Global Class 8 Truck Market:
• ~$600B Total Addressable Market(2) / ~7M • The largest Class 8 fleets are replaced every 3-5 years on average — adoption of
Trucks in Service Global Heavy new technology is expected to be rapid once it passes TCO parity threshold
Duty Truck
Market • Increasingly stringent global emissions standards will increase comparative
BEV Short-haul Focus: advantage of zero emissions vehicles relative to diesel
U.S. Class 8 Truck Market
U.S. Class 8
• ~$130B TAM(2) / ~2M
Truck Market • In some cases, such as city centers, diesel will be banned entirely
Trucks in Service
• Governments, fleet owners, and other stakeholders are demanding a zero
emissions solution
Breakdown of U.S. Class 8 $130B TAM N.A. CLASS 8 TRUCK SEGMENT STRATEGY FOR INITIAL ROLLOUT OF FCEV
1,800,000 CLASS 8 semi-TRUCKS
(1) • Dedicated routes are primarily
On the road daily
Service and Truck comprised of private fleets and
Maintenance
$29B
$37B ~25%+ dedicated operations of large for-hire
carriers
29% 450,000 TRUCKS RUN ON
22% DEDICATED ROUTES • For initial rollout of FCEV, Nikola will
target the largest private and
dedicated fleets with either
Diesel nationwide or significant regional
distribution networks
$63B
49%
~75% • Focus on dedicated routes allows for
1,350,000 TRUCKS
targeted, capital-efficient deployment
of hydrogen stations
ILLUSTRATIVE NIKOLA FCEV VS. DIESEL COST PER MILE Enhanced Safety
$1.20 6x2 drive, torque vectoring, faster stopping, lower center of gravity
Total TCO(2):
Total TCO: ~$0.97 per Mile
$1.00 $0.95 per Mile Hydrogen Safer than Diesel
Lower vapor pressure, will not form combustible mixture with air,
$0.80 Fuel Cost:
harder to ignite, hydrogen dissipates into atmosphere
~$0.51 per
Mile Extensive safety testing performed by third-party experts
$0.60 Includes all
vehicle, service &
maintenance, and
fuel costs Service &
Environmentally Friendly
$0.40 Maint: Zero emissions and nearly silent. Hydrogen stations powered by
~$0.21 per
Mile renewables
$0.20 Vehicle
Payments:
~0.26 per
Mile Autonomous Ready
$0.00 Enhanced autopilot, automatic braking, and automatic lane
NIKOLA FCEV
NIKOLA Traditional Diesel
keeping standard on each vehicle
TCO Certainty TCO Volatility
1. Based on prior 7 years’ data from ATRI, excluding driver costs
2. Cost per mile data is based on proprietary research from ACT Research and ATRI’s 2018 Operational Cost of Trucking; fuel is based on the prior 7 years’ average given volatility of input costs
single fcev truck lease Each individual FCEV truck lease is anticipated to
unit economics have steady cash generation over the life of the lease
1. Analysis does not include potential financing charges that may be incurred to securitize and monetize some portion of the Nikola lease
2. Hydrogen fuel cost includes all hydrogen station related operating expenses including electricity costs, water costs, station personnel cost, and hydrogen station maintenance
3. Vehicle profit presented before corporate general and administrative expenses
4. Assumes each station has a 21-year useful life and supports 210 truck leases during each 7-year lease period
5. Does not include any potential upside from truck residual value at the end of the lease
Hydrogen stations Hydrogen fuel cell vehicles share the benefits of battery
ADVANTAGES OF HYDROGEN
• Heavy Duty Fuel Cell Vehicles are capable of having ranges & fueling times equal to that of today’s diesel trucks
• Hydrogen Fuel Cell Vehicles have the same benefits of electric vehicles as they use the same electric motors (more horsepower,
instant torque, zero emissions, etc.) while eliminating many issues derived from battery electric vehicles (long recharge times, limited
range, cold start, added weight, etc.)
1. Includes transformer/rectifier, electrolyzers, supply compressors, hydrogen storage, fueling station equipment, dispensers and installation
2. Management/industry source estimate
3. Equivalent of 1,200 stations producing 8,000kg; actual number of locations will likely vary as some stations will produce >8,000kgs
iiI. Nikola
Truck Development
strategy and timeline
North America Nikola’s partnership with Iveco accelerates the
APQP PROCESS
PRE-SERIES BUILD
Vehicle Build Fleet Test Units
PRODUCTION BUILDS (ULM, GERMANY)
PPAP Window
COMPONENT & BENCH VALIDATION
Vehicle Validation
VEHICLE VALIDATION
North America Low volume production for FCEV trucks expected to
FCEV truck Timeline begin in Q1 2023
Projected Road Map to Commercialization (2020 – 2023)
• To achieve SOP milestone, Nikola’s engineering, manufacturing, and testing must have a coordinated and collaborative understanding
of the overall vehicle architecture
• Production-intent builds expected to begin at Beta Phase (2H 2021)
Milestones
Architectural Freeze Start Pilot Builds SOP (Low Volume)
COMPONENT VALIDATION
Truck Manufacturing Facility, Equipment & Other Capex (156) (293) (196) (64) (34)
H2 Stations & Equipment Capex - (6) (100) (305) (639)
Total Capital Expenditures ($156) ($298) ($296) ($368) ($673)
% of Revenue nm 198.7% 98.6% 26.0% 20.9%
• North America BEV production projected to begin in 2021; North America FCEV production projected to begin in 2023
• $3.2B of revenue expected by 2024
• Expected steady state EBITDA margins of >25%
TR A NS P OR T IN G THE F UT UR E TO NOW .