Nikola SPAC Presentation Deck

Made public by

sourced by PitchSend

47 of 62

Creator

SORG logo
SORG

Category

Industrial

Published

April 2020

Slides

Transcriptions

#1NIKOLA CORPORATION ANALYST DAY PRESENTATION APRIL 6TH, 2020 NIKOLA NIKOLA VectolQ N NIKOLA#2DISCLAIMERS FOR ANALYST PRESENTATION: 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 VectolQ Acquisition Corp. ("VectolQ") 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 VectolQ, 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 VectolQ 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. Important Information and Where to Find It In connection with the Proposed Transactions, VectolQ 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 VectolQ's common stock in connection with VectolQ's solicitation of proxies for the vote by VectolQ'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, VectolQ 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 VectolQ, 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 VectolQ through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: VectolQ Acquisition Corp., 1354 Flagler Drive, Mamaroneck, NY 10543. Participants in the Solicitation VectolQ 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 VectolQ 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.#3Forward-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; VectolQ's ability to consummate a transaction with the Company; VectolQ'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 VectolQ'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 VectolQ 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 VectolQ 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 VectolQ and the Company, the amount of redemption requests made by VectolQ's stockholders; the occurrence of events that may give rise to a right of one or both of VectolQ 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 VectolQ 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 VectolQ nor the Company presently do not know or that VectolQ 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 VectolQ's and the Company's expectations, plans or forecasts of future events and views as of the date of this Presentation. VectolQ and the Company anticipate that subsequent events and developments will cause their assessments to change. However, while VectolQ and the Company may elect to update these forward-looking statements at some point in the future, VectolQ and the Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing VectolQ's or the Company's assessments as of any date subsequent to the date of this Presentation. Accordingly, und ue 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. Financial Information; Non-GAAP Financial Measures 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 VectolQ 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"). VectolQ 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. VectolQ 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#4expenses 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 VectolQ, Nikola and other companies, which are the property of their respective owners.#5KEY LEADERSHIP Trevor Milton Nikola CEO Visionary leader with passion for innovation and disruption - Directs research, development and prototype assembly of the Nikola portfolio Prior to Nikola, Trevor was the CEO of dHybrid Systems, LLC, a natural gas storage technology company that was acquired by Worthington Industries, Inc. Mark Russell Nikola President • Over 20 years of experience building and managing companies in the manufacturing industry • Served as president and COO of Worthington Industries (NYSE:WOR) from 2012-2018 • Previously served as GM of Engineered Aerospace Products at Alcoa. Inc (NYSE:AA) • Education: BS from Weber State University and JD from Brigham Young University Kim Brady Nikola CFO Over 20 years of experience in private equity and investment banking • Served as Sr. Managing Director at Solic Capital Previously served as CFO and GM for various companies in manufacturing, business services, and healthcare Education: BS from Brigham Young University and MBA from Northwestem's Kellogg Graduate School of Management 1. Trevor Milton to assume Executive Chairman role, Mark Russell to assume Chief Executive Officer role and Steve Girsky to join Nikola board post-closing Steve Girsky VectolQ Acquisition Corp CEO . 30 years of experience working with corporate board executives, labor leaders, OEM leaders, suppliers, dealers, and national policy makers . Institutional Investor top-ranked auto analyst for many years Former GM Vice Chairman; helped lead GM out of bankruptcy, stabilized its European operations and led overall GM strategy Current and former public boards: Brookfield DANA (USS) U. S. Steel GM N#6N NIKOLA AN OPPORTUNITY TO INVEST IN SCALABLE CLEAN TECHNOLOGY 0 1 2 3 ZERO EMISSIONS ONE GLOBALTRUCK PLATFORM TWO MARKET SOLUTIONS: BEV FOR SHORT HAUL AND FCEV FOR LONG HAUL APPLICATIONS THREE CORE BUSINESS OFFERINGS: BEV, FCEV, AND HYDROGEN PRODUCTION AND REFUELING#7I. NIKOLA COMPANY INTRODUCTION#8WE ARE NIKOLA A UNIQUE BUSINESS MODEL... t NIKOLA 1: 000 Tõu P Vision: to be the zero emissions commercial transportation system leader Addressing Huge "Green-to-Wheel" Commercial Vehicle Ecosystem TAM • Estimated $600B+Global TAM comprised of both vehicle and energy supply • Tightening global emissions standards require a zero emissions solutions over the near-term Industry Leading Technology Portfolio to Address Specific Use Cases BEV truck with best-in-class range and capabilities, ideally suited for shorter-haul applications . World's most advanced Hydrogen (H₂) FCEV Truck, ideally suited for long-haul applications Enabled by World Class Partnerships and Investments by Strategic Players Partnership and European JV with CNHI IVECO, a global Commercial Vehicle OEM Strong partnerships throughout transportation ecosystem to de-risk business Pace-Setting Speed-to-Market Planned 2021 BEV launch Planned 2023 FCEV launch and H₂ station operations Meeting Strong Demand from Blue Chip Customers $10B-FCEV pre-order book (2+ years of orders), with robust demand for newly introduced BEV truck Anheuser-Busch piloting fleet and H, station operations On a Path to Effectively Scale Green Energy Storage to Ultimately Transform Transportation Fueling Landscape Partnered with NEL to develop first-in-kind H, station infrastructure With a Deep Roster of Management Talent to pursue Vision of Zero Emission Transportation Ecosystem $600B TAM includes truck, repair & maintenance and fuel based on proprietary research from ACT Research#9POWERED BY A UNIQUE BUSINESS STRATEGY KEY NIKOLA FACTS Founded in 2015 by Trevor Milton Based in Phoenix, AZ with ~250 employees • +14,000 FCEV truck reservations to-date ("$10B sales value), with robust demand for newly-introduced BEV truck +$500M of capital raised to-date CORE BUSINESS 1 BUSINESS MODEL COMPONENT TARGET USE CASE BEV Truck • BEV powered truck Industry-leading . range of up to 300 miles Leverage existing FCEV work and partnership with CNHI to co-develop BEV truck for production in the next 12-18 months Shorter-haul FCEV Truck • H₂ FCEV powered truck 500-750 mile range . • Attractive "bundle pricing" model (truck, fuel, maintenance) Long-haul Complementary offerings: with significant overlap in components; BEV and FCEV address different use cases Together, the distinct business offerings enable disruption across the "Green-to-Wheel" value chain OVERVIEW OF STRATEGIC PARTNERSHIPS CNH WABCO EDAG AVL INDUSTRIAL BOSCH nel . Ryder 40 Ever better H₂ Stations • Economically produce H₂ fuel via electrolysis • Initial methodical roll-out of targeted station development along "dedicated routes" Electricity input (grid, solar, wind) purchased via long-term supply agreements H₂ Production and Refueling of FCEV PLATFORM ENABLED Autonomous Ready • Level 4 hardware standard Automatic braking and lane keeping • Full fleet management solutions and data capturing • Over-the-air software updates Capacity-as-a-Service Significantly increases addressable market vs. truck offering alone Amount includes in-kind contribution of services from CNHI (see slide 12 for additional detail) does not include capital from Vectol0 transaction Grid Storage and BEV Charging Leverage technology and infrastructure to act as a grid buffer and to capture intermittent energy sources • Provide BEV charging solutions to short-haul customers Energy-as-a-Service Additional growth opportunities based on truck and H₂ station platform#10DEMONSTRATING SIGNIFICANT GROWTH AND PROGRESS ON VISION SINCE 2015 Total Truck Reservations Capital Raised in Calendar Year Trevor Milton founds Nikola 2015 Build-out of team, hired: Chief Engineer Chief Designer Battery Engineer N/A N/A BUN Prototype of Nikola One Unveiled 2016 Signed sales and service agreement with Ryder Systems Ryder Ever better 7,900 FCEV $16M Series A @ $300M pre-money valuation Bosch co- development and strategic supply chain partnership established BOSCH 2017 Over $500M raised to date to support commercialization of unique business model Nel announced as sole equipment supplier for hydrogen stations nel• "8,200 FCEV $44M Series B @ $900M pre-money valuation 3 Signed binding agreement to provide Anheuser- Busch with up to 800 trucks ABInBev 2018 Signed Hydrogen Station Development agreement with Nel nel ~14,000 FCEV $214M Series C @ $1.18 pre-money valuation NIKOLA WORLD Unveiled fully operational Nikola Two Alpha trucks at Nikola World; most advanced FCEV truck on the planet 2019 Entered North America production alliance and European joint venture with CNHI Iveco CNI IVECO Reservation book frozen; negotiating with strategic fleet partners for launch and pursuing binding contracts Secured $250M investment from CNHI Iveco as part of Series D representing a pre-money valuation of $3B#11TECHNOLOGY PORTFOLIO ADDRESSES COMPLEMENTARY USE CASES GENERAL TECHNOLOGY COMPARISON PRIMARY POWER UNIT (PPU) REFUEL/CHARGE TIME EST. RANGE REFILL AFFECT ON ELECTRICAL GRID PPU SUSTAINABILITY PROFILE IMPACT ON EMISSIONS EST. VEHICLE WEIGHT EST. HAULING CAPACITY™ H₂ HYDROGEN-ELECTRIC Hydrogen Fuel Cell 10-15 minutes 500-750 miles (Long-haul) Hydrogen stations act as buffer & balance grid Hydrogen is the most abundant element on planet Zero emission vehicle "22,000-24,000 lbs "56,000-58,000 lbs Complementary Use Cases 1 Estimated hauling capacity includes both cargo capacity and the weight of the trailer Nikola is the only company offering both BEV and FCEV solutions; addressing both short-haul and long-haul markets H 100% BATTERY ELECTRIC Battery Several Hours 100-300 miles (Medium-/Short-haul) Recharge to be managed within grid load capacity Dependent on further advances in technology Zero emission vehicle "25,000-27,000 lbs "53,000-55,000 lbs DIESEL Diesel Engine 10-15 minutes 500-750 miles N/A Access to oil reserves can be costly and prices are highly volatile Heavy emission vehicle unlikely to adhere to future regulations on emissions standards 17,000-19,000 lbs "61,000-63,000 lbs#12WORLD CLASS STRATEGIC PARTNERSHIPS... MARQUEE CO-DEVELOPMENT PARTNERS CN/IVECO INDUSTRIAL • International leader in the development, manufacture, marketing, and servicing of a vast range of light, medium, and heavy commercial vehicles • Series D investor and partner in 50/50 European joint venture and North American production alliance OTHER KEY INDUSTRY PARTNERS Hanwha • One of the world's largest and most recognized photovoltaic manufacturers and energy providers • Series C investor and exclusive solar panel provider SEDAG * #1 global engineering service provider to the Commercial Vehicle industry for cab development Cab and Chassis engineer Nikola's extensive network of strategic partnerships significantly reduces execution risks, improves commercialization timeline, and provides long-term competitive advantage • . BOSCH Leading global supplier of technology and services to automotive, industrial, energy, building technology, and consumer end markets with "410,000 employees and "$90B in annual revenue Series B and C investor and powertrain design (e.g., fuel cell, battery, VCU) co-development partner - Any related IP will be jointly owned by Nikola nel• • Largest producer of electrolyzers and other hydrogen equipment Ryder • Series C investor and hydrogen production equipment supplier (electrolyzers and other components for hydrogen stations) Ever better. Largest truck leasing company in the U.S. with over 800 service centers and 6,000 highly trained technicians - Exclusive sales and service partner WABCO • Leading global supplier of braking control components and air management systems to medium- and heavy-duty trucks - Series B investor in Nikola and brake traction and stability control system developer AVL World's largest independent company for the development, simulation and testing of powertrains • Designer and developer of first-in-class vehicle and hydrogen fuel cell test facility#13... ANCHORED BY LANDMARK PARTNERSHIP WITH CNHI IVECO NIKOLA/ CNH IVECO INDUSTRIAL WHO IS CNHI IVECO? One of World's Leading Capital Good Companies with Annual Revenue of $308+ • CNHI's Iveco business is a leading truck, bus, and light commercial vehicle manufacturer in Europe, South America, and Asia with 175,000+ annual unit volume . Currently the leader in CNG/LNG alternative propulsion for the European trucks market, complementary to investment in Nikola BEV and FCEV technology • Announced plan to spin-off as an independent company in 2021 INVESTMENT SUMMARY CNHI Iveco's invested $250M in Nikola as Part of Series D Round • $100M cash investment - $150M investment in form of in-kind services related to North America engineering and production • Announced September 3, 2019 ADDITIONAL DETAILS • CNHI Iveco engineers to embed with Nikola team to develop production-ready truck and leverage its expertise across all elements of the manufacturing process - Nikola/CNHI Iveco product to be produced on dedicated lines within existing Iveco manufacturing facilities Partnership with CNHI Iveco significantly de-risks North America production execution and accelerates penetration of attractive European market PARTNERSHIP AND JV North America Engineering and Production Alliance (100% of N.A. Business Retained by Nikola) • Significantly de-risks Nikola operational execution by leveraging the expertise and capabilities of one of the world's leading commercial vehicle manufacturers • CNHI Iveco to provide $150M of engineering and production to support bringing Nikola trucks to market Europe Joint Venture (50/50 Split) • Allows Nikola to accelerate penetration of attractive European addressable market while minimizing execution risk and optimizing Nikola management bandwidth • Nikola and CNHI's Iveco truck business to operate 50/50 joint venture leveraging Iveco's engineering expertise and existing production and sales/service footprint Significant potential financial contribution from joint venture is incremental to existing Nikola North America model KEY BENEFITS • Production alliance significantly de-risks truck manufacturing execution by providing: Global license to the S-Way platform the most recently introduced Class & truck in the world Ability to leverage existing parts bin and capture purchasing savings - Access to engineering support - Potential assembly capabilities Enables Nikola to enter significantly larger European market 1 CNH delivered "175,900 vehicles in 2018; includes trucks, buses, light commercial, and specialty vehicles#14ROBUST BLUE CHIP DEMAND FOR A ZERO EMISSIONS TRANSPORTATION SOLUTION SUMMARY OF FCEV TRUCK RESERVATIONS PRIOR TO BOOK ADDITIONAL RESERVATIONS DETAIL FREEZE IN FALL 2019 # OF TRUCKS FCEV reservation book frozen; negotiating with strategic fleet partners to convert pre-orders to binding contracts with deposits for initial FCEV rollout All Other Reservations Holders "5,300 36% Other Fleets with at least 100 Trucks . Reserved 1,500 10% TOTAL 14,602 FCEV TRUCKS -$10.2B REALIZABLE VALUE Large Equipment Providers "500 4% Large U.S. Fleet Owner 5,000 34% AB Inbev 800 6% Large Truck Leasing Companies 1,500 10% • AB Inbev pre-order for 800 trucks represents a binding order Majority of FCEV reservations (65%) reflect large corporate customers with investment grade credit ratings Nikola has over 14,000 FCEV truck pre-orders, with robust demand for newly introduced BEV truck • Nikola BEV demand: following unveiling of Nikola BEV truck in Fall 2019, company has been engaged with potential strategic customers Discussion focused on multi-thousand truck pre-orders with binding contracts with significant deposits 12 months prior to delivery Robust BEV demand projected to fill first 2-3 years of production • FCEV demand equally robust, with reservation book projected to fill first 2+ years of production THEMES DRIVING DEMAND • Commercial vehicle purchasing decision driven by Total Cost of Ownership (TCO) of vehicle, including cost of truck, fuel, and maintenance Nikola's unique FCEV Bundled Lease model ensures TCO cost parity with diesel as well as TCO consistency and predictability for fleet operators • Corporations are increasing focus and efforts to reduce greenhouse emissions in their value chains Coca-Cola ‹6 Carrefour Walmart ups pepsi amazon 14#15OTHER NIKOLA PROGRAMS BADGER & POWERSPORTS STRATEGY Programs provide significant benefit to core semi-truck and H₂ station programs, including: Branding halo, driving awareness of Nikola and its industry-defining technology R&D synergies on electric drivetrain, battery technology. and other core components Nikola is pursuing business models for Badger and PowerSports that will provide financial upside with minimal capital outlay or management distraction Management team remains focused on core semi-truck and H₂ station programs and executing on Nikola's business plan Nikola can leverage zero emission powertrain expertise to address transportation adjacencies BADGER PICKUP TRUCK • 600 miles on blended FCEV / BEV • 300 miles on BEV alone • Operates on blended FCEV / BEV or BEV only by touch of a button POWERSPORTS NIKOLAINZT FULLY-ELECTRIC FOUR-SEATER OHV MICHAEL ERICKSON, PRESIDENT OF POWERSPORTS Honeywell OUT Leads Nikola PowerSports business An energy and powersports Industry veteran 906 HP peak/455 HP continuous 980 ft. lbs. of torque 160 kWh, flooded module - lithium-ion battery and 120 kW fuel cell RECKLESS MILITARY GRADE FULLY-ELECTRIC TACTICAL OHV ANDREW CHRISTIAN, VP.BD/DEFENSE POWERSPORTS Retired from Marine Corps with 28+ years of active duty service Marine Special Operations Officer and combat veteran NIKOLA WAV FULLY-ELECTRIC SIT-DOWN PERSONAL WATERCRAFT JORDAN DARLING, VP, POWERSPORTS FREE FORM Oversees Power Sports division of both UTVs and watercraft Founder of Free Form Factory 15#16DEEP BENCH OF EXPERIENCED MANAGEMENT KEY TO MAKING THE VISION A REALITY CORPORATE FUNCTIONS BRITTON WORTHEN CHIEF LEGAL OFFICER JOSEPH PIKE CHIEF HUMAN RESOURCES OFFICER ELIZABETH FRETHEIM HEAD OF BUSINESS DEVELOPMENT VINCE CARAMELLA HEAD OF MARKETING KIM BRADY CHIEF FINANCIAL OFFICER OLE NAVIGANT REEN GILBERT MICHIGAN LAW AON Kraft Heinz CVS Kdlogg CAREMARK ATOP Walmart 1 Titles reflect roles post-closing TREVOR MILTON EXECUTIVE CHAIRMAN #d-HYBRID cox CenturyLink NIKOLA NHÀ NGUYỄN SAFETY OFFICER SAFETY, SUPPLY CHAIN, AND HYDROGEN MIKE CHAFFINS SENIOR DIRECTOR SUPPLY CHAIN AND PURCHASING DALE PROWS HEAD OF HYDROGEN SUPPLY CHAIN LIVIO GAMBONE HEAD OF HYDROGEN STORAGE DANE DAVIS CHIEF TECHNOLOGY OFFICER N SES NIKOLA NISSAN MOTOR COMPANY NHTSA SP HUNTSMAN ServiceMaster Nikola's management team brings together proven leaders with deep industry and domain expertise CSA GROUP MARK RUSSELL PRESIDENT & CEO WORTHINGTON DESIGN, POWERTRAIN, AND SOFTWARE KEVIN LYNX CHEF ENGINEER POWERTRAIN ERIK TUFT SENIOR DESIGNER ALCOA VAROUJAN SARKISSIAN et Propulsion Laboratory Call of T HEAD OF VEHICLE ELECTRICAL Faraday Future AND CONTROLS ISAAC SLOAN CHIEF SOFTWARE ARCHITECT gengureer PROFIRE KENWORTH RAILS d-HYBRID UMRAN ASHRAF HEAD OF VEHICLE ENGINEERING TESLA O ROMEO Faraday Future VEHICLE ENGINEERING RON JOHNSON SENIOR TECHNICAL LEAD CHASSIS CHRISTOPHER ECKERT SENIOR TECHNICAL LEAD CAR ILJIN d ALAIN HADORN SENIOR DIRECTOR, PROGRAM MANAGEMENT AND QUALITY LUCID TESLA SAEID EMAMI SIEMENS O ROMEO SENUR TECHNICAL LEAD CAE Faraday Future GM CHRYSLER#17II. NIKOLA MARKET OVERVIEW AND BUSINESS MODEL SUMMARY 17#18OVERVIEW OF NIKOLA'S ADDRESSABLE MARKET BEV/FCEV MARKET OPPORTUNITY Global Class 8 Truck Market: - "$600B Total Addressable Market/"7M Trucks in Service BEV Short-haul Focus: U.S. Class 8 Truck Market • "$130B TAM/"2M Trucks in Service Service and Maintenance $29B 22% U.S. Class 8 Truck Market BREAKDOWN OF U.S. CLASS 8 $130B TAM Diesel $63B 49% Global Heavy Duty Truck Market O Truck $378 29% KEY DRIVERS FOR ZERO EMISSION COMMERCIAL VEHICLE DEMAND • Commercial vehicle buying decision driven by Total Cost of Ownership (TCO) • The largest Class 8 fleets are replaced every 3-5 years on average - adoption of new technology is expected to be rapid once it passes TCO parity threshold Nikola can service estimated $600B TAM with BEV and unique FCEV bundle pricing model that includes truck, fuel, and maintenance • Increasingly stringent global emissions standards will increase comparative advantage of zero emissions vehicles relative to diesel • In some cases, such as city centers, diesel will be banned entirely Governments, fleet owners, and other stakeholders are demanding a zero emissions solution N.A. CLASS 8 TRUCK SEGMENT STRATEGY FOR INITIAL ROLLOUT OF FCEV 1,800,000 CLASS 8 SEMI-TRUCKS ON THE ROAD DAILY O -75% 1,350,000 TRUCKS 1 Includes both short-haul and long-haul heavy duty truck markets 2 Including vehicle, fuel, and service & maintenance, based on proprietary research from ACT Research -25%+ 450.000 TRUCKS RUN ON DEDICATED ROUTES amazon Walmart: PEPSICO SYSCO S Byder WERNER SCHNEIDER S, APRESS I • Dedicated routes are primarily comprised of private fleets and dedicated operations of large for-hire carriers • For initial rollout of FCEV, Nikola will target the largest private and dedicated fleets with either nationwide or significant regional distribution networks . Focus on dedicated routes allows for targeted, capital-efficient deployment of hydrogen stations#19SELECT MEDIUM AND HEAVY DUTY BEV AND FCEV ANNOUNCEMENTS NIKOLA Market is awakening to the vast potential of BEV and FCEV heavy duty trucks • Nikola trucks are in advanced stages of development and testing and are expected to meet specific use case needs, supporting potential rapid market adoption FCEV ANNOUNCEMENTS KENWORTH FCEV Truck Heavy Duty Limited production Q4 2019 (10 units) BEV ANNOUNCEMENTS eActros DAIMLER Class 8 Truck FREIGHTLINER AFUSO RENAULT Trucks MACK B HYUNDAI H2XCIENT Heavy Duty Production 2023 Nikola is positioned to be a first mover in both BEV and FCEV, with an advanced state of truck development Serial production 2021 eCascadia Class 8 Truck Serial production 2021 E-Fuso Vision One Class 8 Truck Serial production 2021 FL and FE Medium and Heavy Duty Serial production March 2020 Z.E. Lineup Short Haul and Refuse Pre-series model testing 2H19 LR Refuse Refuse Testing 2020 PACCAR CF Electric DAF DAIMLER Trucks Cummins W TESLA Short Haul and Refuse Fleet trials 2019 Announced goal to have H, series- production vehicles by the end of the 2020s AEOS Class 7 Truck Announced production 2020 ET-1 Class & Truck Announced production 2019 Plan to spend €1B* in electro mobility by 2025 Semi Class & Truck Limited production 2020 NAVISTAR Medium International eMV Production 2021 Same Truck Group HYDROGENICS FCEV Truck Class 8 Truck No announced production#20NIKOLA'S ADVANTAGE: BUNDLED FCEV OFFERING SIGNIFICANTLY MORE ATTRACTIVE THAN DIESEL THE INDUSTRY'S FIRST-EVER "BUNDLED PRICING" - 7-year lease/700,000 miles Lease includes the cost of truck, hydrogen fuel, repair, and maintenance - Lease model eliminates payback period and technology risk for customers, enabling more rapid adoption PROJECTED NIKOLA FCEV VS. DIESEL COST PER MILE $1.20 $1.00 $0.80 $0.60 $0.40 $0.20 $0.00 Total TCO: $0.95 per Mile Includes all vehicle, service & maintenance, and fuel costs NIKOLA FCEV TCO Certainty Total TCO: "$0.97 per Mile Fur Cost: $0.51 per Service & Maint $0.21 per Me Vehicle Payments: "0.26 per Me Traditional Diesel TCO Volatility Increasing cost of diesel operations due to tightening emission standards reinforces Nikola's bundled FCEV TCO advantage vs. traditional diesel truck ownership TOTAL COST OF OWNERSHIP CERTAINTY Historically, diesel fuel has comprised anywhere from 40-60% of total ownership costs". Nikola's Bundled Lease offers operators complete cost predictability at cost parity with diesel BETTER PERFORMANCE Outperforms diesel and battery trucks in range, horsepower and torque. Shorter recharge time than battery electric trucks ENHANCED SAFETY 6x2 drive, torque vectoring, faster stopping, lower center of gravity HYDROGEN SAFER THAN DIESEL Lower vapor pressure, will not form combustible mixture with air, harder to ignite, hydrogen dissipates into atmosphere Extensive safety testing performed by third-party experts ENVIRONMENTALLY FRIENDLY Zero emissions and nearly silent. Hydrogen stations powered by renewables AUTONOMOUS READY Enhanced autopilot, automatic braking, and automatic lane keeping standard on each vehicle 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 inout costs 20#21SINGLE FCEV TRUCK LEASE UNIT ECONOMICS PROJECTED CASH GENERATED PER TRUCK LEASE $665,000 LEASE REVENUE $188,174 $230,637 $46,760 TRUCK TOTAL SERVICE, MATERIALS & FUELING COST MAINT. AND LABOR OTHER $26,365 $173,064 STATION CASH PER CAPEX PER TRUCK LEASE LEASE Each individual FCEV truck lease is anticipated to have steady cash generation over the life of the lease Projected Nikola Lease Model Economics) Gross Revenue Materials Labor direct and indirect Warranty Expense 3.0 % of Truck Revenue Truck Cost Nikola Cost per kg of Hydrogen x kg of Hydrogen used over 700,000 miles @ 7.5 Miles/kg Hydrogen Cost Per Truck Lease Service & Maintenance Cost @ $0.067/Mile Total Service & Maintenance Cost Total Cost of Nikola Lease Vehicle Profit Per Nikola Lease (Before Corporate G&A) Vehicle Profit Margin Station CapEx per Lease Cash Generated per Truck 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 track leases during each 7-year lease period 5 Does not include any potential upside from truck residual value at the end of the lease $665,000 $173,624 7,500 7,050 $188,174 $2.47 93,333 $230,637 $46,760 $46,760 $465,571 $199,429 30.0% 1 $26,365 $173,064 21#22FCEV TRUCK DEMAND CATALYZES BUILD OUT OF HYDROGEN INFRASTRUCTURE BENEFITS OF HYDROGEN PRODUCTION AND REFUELING Fast refuel time-similar to today's refueling time for diesel engines Hydrogen fuel can be produced from a variety of renewable sources Hydrogen production serves as a load balancing mechanism for the grid-enabling further incorporation of renewable power sources Hydrogen can provide an effective form of storage for intermittent energy sources HYDROGEN AS ENERGY STORAGE Water Electricity Electrolysis process utilizes water and electricity to create Hydrogen and Oxygen Hydrogen Oxygen By product) Hydrogen is an efficient storage method of renewable electricity, with potential to reduce stress on grid LEADING THE CHARGE FOR INDUSTRY STANDARDS Nikola and other industry leaders signed an MOU in early 2019 to assist in standardization and increase the speed to market for critical hydrogen fueling components Nikola team member is the chair of the ISO/TC 197 international working group that will be responsible for standardizing the consortium's efforts Air LiquideHYUNDAI nel TOYOTA Fuel Cell Electricity Water (By product) 1 NEL designed Danish planned H, network, expected to initially consist of 11 stations utilizing NEL's electrolysis technology nel. Partnership with NEL provides access to deep electrolysis H₂ production expertise to deliver zero emissions transportation ecosystem 90+ Years of Experience >3,500 Electrolyzers Delivered ~50 H₂ Fueling Stations Installed Customers in 80+ Countries Designed 1st Country-Wide H₂ Network 22#23HYDROGEN STATIONS OVERVIEW 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.) НО ZERO EMISSIONS HYDROGEN FUEL CELL ECOSYSTEM OVERVIEW RENEWABLE POWER GENERATION Hydrogen fuel cell vehicles share the benefits of battery electric vehicles with an extended range for long-haul duty HEAVY DUTY FAST FUELING ONSITE CONVERSION OF ELECTRICITY TO HYDROGEN VIA ELECTROLYSIS ONSITE HYDROGEN STORAGE SUPPLY LONGER RANGE FAST 70 MPA FUELING STATION FAST 70 MPA HYDROGEN DISPENSER LESS WEIGHT HYDROGEN FUEL CELL VEHICLE 23#24H₂ STATION ROLL-OUT DEDICATED SINGLE-STATION STRATEGY HYDROGEN STATION ROLL-OUT STRATEGY Hydrogen fueling stations will be built one at a time along dedicated routes, based on customer need and network optimization • • "450,000 trucks, or "25% of total fleets(2), operate along dedicated routes, typically between a plant and distribution center along major freight corridors • Initial build out of 1,200 station equivalents) will be developed to serve this section of the market (based on 210 trucks per 8,000kg station) • Station locations determined by pre-orders, selecting customers with routes along the most trafficked freight corridors . First stations may potentially operate as hubs, allowing fleets to refuel within a 250-mile radius • Projected average one-time station capex of $16.6M expected to support 630 leases over 21 years improvements in technology are expected to reduce capex by 10% in 2025 and beyond Targeting dedicated routes segment enables a focused roll out of H₂ station network to optimally manage capital outlay PROJECTED TOTAL STATION CAPEX One Time Station Related Capex Station Production and Fueling Equipment Land and Building Total Station CapEx 210 Trucks x 3 Product Cycles Total Station Capex per 7-year Truck Lease Key Hydrogen Station Components NEL A-485 electrolyzer 50MPa Hydrogen 1,000kg/day 2.2MW Storage $ 1 Includes transformer/rectifier, electrolyzers, supply compressors, hydrogen storage, fuelling 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 14,860,000 1,750,000 16,610,000 630 26,365 Dual H₂Station® Fueling 1,000kg/day two dispensers 24#25H₂ STATION UNIT ECONOMICS HYDROGEN STATION KEY ASSUMPTIONS $0.035/kWh of electricity • 61.2 kWh needed to produce 1 kg of hydrogen • 11.1 liters required to produce 1 kg of hydrogen 3FTE per station . 100% station utilization, or 8,000 kg per day (2,920,000 kg per year) • Station useful life of 21 years . Working with Nel, Nikola plans to generate hydrogen at scale in a cost effective manner Hydrogen Station Direct Fixed Costs Repair and Maintenance Insurance Costs and Charges Station Personnel Cost [A] Total Operating Expenses Station Depreciation Total P&L Expense [8] Annual H2 Production (tonnes) Cost per kg (excl. Depreciation) CASH GENERATED PER STATION-630 TRUCKS (3 LEASE CYCLES) Station CapEx Full Revenue -210 Trucks Station Fuel & Operating Cost Annual Unlevered Cash Flow implied 21-Year Unlevered IRR implied 21-Year Lovered IRR Pre-Delivery ($16,610,000) ($16,410,000) 21% 10,500,000 (6,919,114) $1,550,886 Annual Cost to Produce Hydrogen Hydrogen Station Direct Variable Costs Electricity Consumption Cost Water Consumption Cost 10,500,000 (6,919,114) $1,550,556 Single-station model expected to generate cash to fund future stations and potentially have access to multiple financing options to fund ongoing H₂ network development Yew 3 10,500,000 (6,919,114) $1,550,886 Year 4 $ 6,254,640 39,407 640,000 166,100 115,500 $ 7,215,647 731,429 $ 7,947,076 $ 10,500,000 (6919,114) $3,580,356 2,920 2.47 Year 5 Assumption Notes 178,704 MWh @ $35.00 per MWh 8,585,484 # of gallons@ $4.59/1,000 gallons 10,500,000 (6,919,114) $3,580,36 4.3% % of total station equipment capex 1.0% % of total station capex 3.0 # of FTE's @ $35k salary + 10% benefits Years Electrolyzer power consumption of 52.8 kWh/kg [A]/[B] 10,500,000 (6,919,114) $1,500,986 You 7 Years 1-7 ($16,610,000) 10,500,000 73,500,000 (6,919,114) (48,433,797) $1,550,556 $8,456,201 Years 1-21 Full Station Life ($16,610,000) $220,500,000 ($145,301,392) $58,588,608 A combination of debt and equity financing (at the station level) may be utilized to maximize capital efficiency and return to shareholders t Assumes station at 100% utilization, based on initial costs, savings are expected in 2025 and beyond due to anticipated advances in technology 2. Repair and maintenance includes monthly, quarterly, and annual Inspections of the electrolysers, dispensers and compressors, sensors and detectors, worn out parts (including the work done to replace them), replacementfiling of misc. medas, analysis and optimization of operation parameters, remote monitoring, and troubleshooting 3. 1metric tonne = 1,000 kg 4 Given construction lead-time for each station, upfront station capex for the first lease cycle is assumed one year prior to cash flow generated in Year 1 5. Represents all hydrogen station operating expenses including electricity costs, water costs, station personnel, and station maintenance; excludes corporate G&A expenses; based on expected hydrogen station utilization of 95.8%; 100% utilization would represent $7,215,647 per year in annual station fuel and operating costs 6. IRR based on quarterly cash flows evenly spread over each year unless otherwise noted 7. Assumes stations are financed with 60% debt, with a maturity of 10 years and a 6% Interest rate 25#26STATION INFRASTRUCTURE AND DEVELOPMENT NIKOLA DEMO STATION DEVELOPMENT Demo Station: Nikola HQ (Phoenix, AZ) Station Timing: completed Q1 2019 Station Offers: H₂ storage and dispensing Other: onsite storage 1,000 kg R&D 8-Ton Station: R&D Facility (Phoenix, AZ) • Station Timing: begin Q2 2020, complete by Q4 2021 • Station Offers: H₂ production, storage, and dispensing • Other: (8) 1-ton electrolysers onsite capable of producing 8,000 kgs of hydrogen per day AB 8-Ton Pilot Station: Van Nuys, CA Station Timing: begin Q4 2020, complete by mid-2022 • Station Offers: H₂ production, storage, and dispensing • Other: (8) 1-ton electrolysers onsite capable of producing 8,000 kgs of hydrogen per day . Partnered with NEL to develop first-in-kind hydrogen station infrastructure Demo Station #1#27DEDICATED FCEV FLEET ROLL OUT CASE STUDY ANHEUSER-BUSCH (AB) AB PILOT STATION • Currently working with Nel to build 8-ton hydrogen station near the Anheuser-Busch brewery in Van Nuys, CA Station capable of producing 8,000 kgs of hydrogen per day • Station expected to be fully commissioned in 2022 . . Fleet Test Beta Trucks with AB Starting mid-2021 utilizing Phoenix hydrogen station until Van Nuys station complete in 2022 Initial site selection determined based on customers' dedicated routes • Nikola's first two stations are planned to support approx. 400 miles interstate along 1-10 between AB's Van Nuys, CA brewery and a third- party distribution partner located in Chandler, AZ ☆☆ * Brewery Locations * Distribution Centers * Third-Party Distribution Partner NIKOLA Van Nuys, CA ANHEUSER-BUSCH STATION LOCATIONS • AB to convert entire distribution fleet (approx. 800 trucks) to Nikola trucks . • AB has 12 breweries and 6 distribution centers located across the United States • Nikola anticipates developing a hydrogen station near each brewery location to provide access to each distribution center • Additional stations may be developed at certain distribution centers depending on the roundtrip length of the lane 27#28III. NIKOLA TRUCK DEVELOPMENT STRATEGY AND TIMELINE 28#29Milestones Engineering/ Design Purchasing/ Sourcing Vehicle Build NORTH AMERICA BEV TRUCK TIMELINE PROJECTED ROAD MAP TO FLEET TESTING (2020-2021) • Plan: Take the current Iveco S-Way platform and electrify the powertrain • Iveco Responsibilities: Cab, chassis, and vehicle integration . Nikola Responsibilities: e-Axle (motors and inverters), battery pack, BMS, vehicle controls strategy, and infotainment • Production Strategy: 1) import units from Iveco's Ulm Facility, 2) CKD production in US, 3) full production in US Projected Schedule: Vehicle Validation Unveil first truck in Hanover on Sept. 24, 2020 Utilize Iveco's Ulm facility in Germany for prototype, pre-series, and low volume builds in 2020 and 2021 Begin limited testing with fleets in Q4 2020 o Enter low volume production in Q1 2021 Jan Feb 2021 2022 Mar Apr May Jun July Aug Sept Oct Nov Dee Jan Feb Mar Apr May Jun July Aug Sept Oct Nov Dec jan Feb Mar Apr May Jun * SOP (US MARKET-US BUILD) Start Pilot Builds ENGINEERING & DEVELOPMENT IAA Hanover Show RELEASE ENGINEERING SUPPLIER IDENTIFICATION/SOURCING SUPPLIER TOOUNG BUILD COMPONENT/SUB-ASSEMBLY BUILD Nikola's partnership with Iveco accelerates the development and production of a BEV truck, shortening its go-to-market strategy by 1 to 1 ½ years APOP PROCESS PROTOTYPE BUILDS/3 BUCKETS OF 4 COMPONENT & BENCH VALIDATION VEHICLE VALIDATION SOP BUS MARKET-EU BUILD) PRE-SERIES BUILD Fleet Test Units PPAP Window PRODUCTION BLADS (ULM, GERMANY) PRODUCTION (COOLIDGE, AZ) 29#30Englewing! Onigs Purdering V VAR NORTH AMERICA FCEV TRUCK TIMELINE 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) Apr May Jun July Aug Seje Out Nov Dec Jan Feb Mar Apr May June July Aug Sept Out Nov Des Jan Feb M Apr May Jun July Aug Sept On Nov Dec Jan Feb Mar Apr May Jun May Aug Sept Architectural Freem ENGINEERING & REVIE DIMENT SOFF FOOLING SUND COMPU AUM BALD COMPONENT VALDARW SUPER NOINTFICATION & SURENG Low volume production for FCEV trucks expected to begin in Q1 2023 THE ALBUa DEWON VAL BATION MTANGE PRODUCTION FOOLING BUREB BWN VALIDATION VEHICLE VALBASON BELEASE EMONWTTNING COMPJUR AUM BUND TEM FLEET MILENGA ACCUMULATION VENKLE VACANON SOP PART#31IV. FINANCIALS, TRANSACTION OVERVIEW AND VALUATION 31#32NORTH AMERICA FINANCIAL OVERVIEW NORTH AMERICA FINANCIAL SUMMARY $M, UNLESS OTHERWISE NOTED BEV Trucks Sold (# of Units) FCEV Trucks Sold (# of Units) H2 Stations Completed (# of Units) BEV Truck Revenue FCEV Truck Revenue FCEV Service & Maintenance Revenue FCEV Hydrogen Revenue Total Revenue % Growth (-) Cost of Goods Sold Gross Profit Gross Profit Margin (-) Operating Expenses EBIT EBIT Margin (+) Depreciation & Amortization EBITDA EBITDA Margin Net Working Capital % of Revenue Truck Manufacturing Facility, Equipment & Other Capex H2 Stations & Equipment Capex Total Capital Expenditures % of Revenue Financial projections below only cover North America business and do not reflect potential upside from 50/50 JV in Europe or government incentives . 2020P Key Income Statement Drivers Income Statement Items nm nm (222) (222) לוקת 11 ($211) nm ($9) nm (156) 2021P ($156) לוקחת 600 20 ($245) (163.3%) Balance Sheet and Cash Flow Items $150 150 nm (112) 38 25.2% (303) (265) (176.9%) $20 13.4% (293) (6) ($298) 198.7% 2022P 1,200 $300 300 100.0% (242) 58 19.2% (274) (216) (72.0%) 41 ($175) (58.4%) $41 13.8% (196) (100) ($296) 98.6% 2023P 3,500 2,000 10 $875 470 13 56 1,414 371.4% (1.113) 301 21.3% (416) (114) (8.1%) 48 ($66) (4.6%) $201 14.2% (305) ($368) 26.0% • 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% 2024P 7,000 5,000 24 $1,750 1,175 56 245 3,226 128.1% (2,507) 719 22.3% (574) 145 4.5% 68 $213 6.6% $476 14.8% (34) (639) ($673) 20.9% 32#33PROPOSED TRANSACTION OVERVIEW TRANSACTION STRUCTURE • On March 2, 2020, Nikola and VectolQ agreed to enter into a business combination • The transaction is expected to close in Q2 2020 . 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 CAPITAL STRUCTURE • The transaction will be funded by a combination of Vectolo cash held in a trust account, VectolQ common stock, and proceeds from VectolQ PIPE • Transaction will result in $709 million cash on the balance sheet to fund growth 1, including Series D investors. Excluding potential dilution from out of the money Vectol warrants. Assumes no redemptions by Vectolo'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 Vectol0's existing public shareholders 33#34PRO FORMA EQUITY OWNERSHIP SM, EXCEPT SHARE AND PER SHARE DATA SOURCES VectolQ Shares Estimated Cash Held in Trust Estimated Cash Contributed from Balance Sheet(2) Proceeds from PIPE Total Sources USES Equity Consideration to Nikola Existing Investors (4) Cash to Seller Cash to Balance Sheet Estimated Payment of Transaction Expenses Total Uses $3,207 $237 $67 $525 $4,036 $3,207 $70 $709 $50 $4,036 3. Assumes 52.5M shares are issued at $10.00 per share 4. Rollover equity shares include shares issued to series D investors PRO FORMA VALUATION Share Price PF Shares Outstanding (56) Equity Value Plus: Debt Less: Cash Enterprise Value ILLUSTRATIVE PRO FORMA OWNERSHIP(51) VectolQ Public Shareholders 5.7%, 23.0M Shares Shares from PIPE 13.0%, 52.5M Shares O 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 Vecto0'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 $10.00 402.9 $4,029 $4 ($709) $3,324 VectolQ Sponsor Shareholders 1.6%, 6.6M Shares Existing Nikola Equity Rollover 79.6%, 320.7M Shares 5. Pro forma share count includes 23.0 million Vectol0 public common shares, 6.6 million Vectolo 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 O raise amount of $277M and is subject to change if incremental Series D investment is raised prior to closing. Assumes no redemptions by Vectol0's existing public shareholders 6. Pro forma ownership table excludes the impact of all out of the money Vectol warrants#35DISCOUNTED FUTURE VALUE OF NIKOLA NORTH AMERICA TRUCKCO 2027E NIKOLA NORTH AMERICA TRUCKCO EBITDA WALK BASED ON N.A. BUSINESS BEV Trucks Units Sold Revenue per Unit ($) 2027E BEV Truck Revenue (SM) FCEV Trucks Units Sold Revenue per Unit ($)(¹) 2027E FCEV Truck Revenue (SM) 2027E Total TruckCo Revenue ($M) Illustrative EBITDA Margin 2027E Illustrative EBITDA (SM) 14,000 250,000 3,500 30,000 235,000 7,050 10,550 12.8% 1,352 Illustrative EBITDA Margin conservatively assumes WholeCo OpEx cost structure applies to TruckCo business Valuation of North America TruckCo alone is highly attractive; H² station network, Europe JV, autonomous ready trucks, and grid storage components of business offer substantial potential incremental value DISCOUNTED FUTURE VALUE SENSITIVITY ANALYSES 2020E EV ASSUMING 2027E NIKOLA TRUCKCO EBITDA OF $1,352M (SB) 2027E TruckCo EBITDA Multiple 7.0x 3.6 2.6 2.0 Discount Rate 15.0% 20.0% 25.0% 2020E EV ASSUMING 2027E EBITDA MULTIPLE OF 8.0X (SB) %A: 2027E EBITDA: 15.0% 20.0% 25.0% Discount Rate 8.0x 4.1 3.0 2.3 (25%) 1,014 3.1 2.3 1.7 2027E TruckCo EBITDA 0% 1,352 4.1 3.0 2.3 9.0x 4.6 3.4 2.6 25% 1,690 5.1 3.8 2.8 SUMMARY OF ANALYSIS APPROACH Analysis applies an NTM EBITDA multiple based on incumbent truck OEM normalized trading levels in order to imply a 2027E future enterprise value that is discounted back to January 2020 using an illustrative discount rate This future value is then sensitized across a range of EBITDA multiples, EBITDA variances, and discount rates KEY TAKEAWAYS TruckCo alone supports a "$3B valuation, even with a conservative assumption that TruckCo is valued similar to incumbent Truck OEMs t FCEV Revenue per Unit based on truck contribution from overall fetime value of FCEV bundled lease 2 ustrative TruckCo EBITDA margin calculated using 2027E TruckCo Gross Margin burdened by WholeCo OpEx allocated by relative revenue contribution and TruckCo D&A added back 35#36OPERATIONAL BENCHMARKING NIKOLA METRICS DO NOT INCLUDE POTENTIAL INCREMENTAL UPSIDE FROM 50/50 EUROPE JV REVENUE GROWTH 2022E-2025E CAGR FOR NIKOLA; 2019A-202 1E FOR PEERS (96) 165.9 NIKOLA EBITDA MARGIN 2020E FOR PEERS (96) 11.8 -25.0 2025E Run-Rate NIKOLA 493.2 Median: 46.1% 46.1 24.7 NIO TESLA Median: (20.2%) 13.0 - (52.4) TESLA NIO NM 44.3 Median: 28.2% 6.2 31.0 POWER PLUG POWER nel BALLARD Bloomenergy . 25.5 Median: (6.0%) 4.5 Nikola's projected growth and future margin profile expected to be best-in-class compared to key peers 14.4 Future Transportation Peers Market data as of March 27, 2020 1 Future Transportation Peers include NIO (NIO), Tesla (TSLA), and Virgin Galactic (SPCE) 2. Fuel Cell Technology Peers Include Ballard (BLDP), Bloom Energy (BE), Nel (NEL), and Plug Power (PLUG) 3 Commercial Vehicle Pees include Navistar (NAV), PACCAR (PCAR), Traton (STRA) and Volvo (VOLV 8) (16.5) (17.2) Bloomenergy nel BALLARD (1.5) (4.3) Median: (5.2%) TRATON NAVISTAR 12.7 Fuel Cell Technology Peers (6.1) Median: 10.8% 12.0 9.7 (11.0) PACCAR Z9 PACCAR TRATON NAVISTAR Commercial Vehicle Peers#37VALUATION BENCHMARKING NIKOLA METRICS DO NOT INCLUDE POTENTIAL INCREMENTAL UPSIDE FROM 50/50 EUROPE JV EV / REVENUE 2020E FOR PEERS (X) 11.1 24 I 1.0 0.6 2022E 2023E L2024E | 2025E NIKOLA EV / EBITDA 2020E FOR PEERS (X) 15.6 5.0 NM NM 2022 2023 2024 2025E NIKOLA Median: 3.4x 600+ 26.4 3.4 TESLA TESLARNIO 2.7 NM NM NIO 14.8 Median: 8.3x 12.4 Median: 55.0x 67.7 POWER nel BALLARDW Deloominergy Future Transportation Peers PLUG Boom Current "$3Bn valuation implies a 1.0x 2024E revenue multiple, well below future transportation peers current valuation level 42.2 1.9 NM NM BALLARD nel Fuel Cell Technology Peers 0.6 Median: 0.5x 7.0 0.5 PACCARNAVISTAR Median: 5.0x 5.9 PACCARNAVISTAR 0.5 0.2 TRATON 1.7 TRATON Market data as of March 27, 2020 1. Future Transportation Peers include NIO (NIO), Tesla (TSLA), and Virgin Galactic (SPCE) 2. Fuel Cell Technology Peers Include Ballard (BLDP), Bloom Energy (BE). Nel (NEL), and Plug Power (PLUG) 3. Commercial Vehicle Pees include Navistar (NAV), PACCAR (PCAR). Traton (STRA) and Volvo (VOLV B); EV and EBITDA adjusted for captive finance segment and pension OPEB labites Commercial Vehicle Peers 37#38V. BUSINESS MODEL WALKTHROUGH 38#39VOLUME AND PRICING MARGINS CF KEY COMPONENTS OF NIKOLA'S BUSINESS MODEL || ΠΙΑ IV V FOLLOWING FRAMEWORK EXCLUDING IVECO JOINT VENTURE ORDERBOOK AND STRATEGIC PARTNERSHIPS/GO-TO-MARKET MODEL BEV PRODUCTION (# OF TRUCKS SOLD) SALES PRICE PER TRUCK Nikola's financial model driven by five key building blocks BEV REVENUE LESS TRUCK COGS OPERATING EXPENSES FCEV -210 TRUCKS PER STATION (DRIVES # OF STATIONS) PRODUCTION (# OF TRUCKS LEASED) LEASE PRICE PER TRUCK IIIB FCEV REVENUE LESS TRUCK COGS, FUEL COGS, AND MAINTENANCE COGS CASH FLOW ITEMS INCLUDING CAPEX, NWC AND LEASE SECURITIZATION KEY CONSIDERATIONS FINANCIAL MODEL VALIDATION CORE REVENUE DRIVERS UNIT ECONOMICS AND OVERHEAD COSTS CASH FLOW ITEMS 39#40FCEV RESERVATIONS OVERVIEW . ACCUMULATED FCEV RESERVATIONS "7,900 2016 +33% *8,200 2017 ~14,000 2018 KEY CONSIDERATIONS Reservation book frozen in fall 2019 to focus on strategic fleet owners (as partners) for launch and pursing binding contracts Majority of reservations represent large fleet operators ("65%) Anheuser-Busch order is binding: all others non-binding Returned initial reservation deposits, primarily made by smaller carriers, to focus on large dedicated fleet segment for initial roll-out • Provides Nikola maximum flexibility to deliver initial leased trucks to "blue chip" customers for dedicated routes that best fit Nikola's H₂ station roll-out plans Nikola's reservation book is predominantly comprised of large fleet operators - FCEV RESERVATIONS BREAKDOWN -65% LARGE FLEET OPERATORS ALL OTHER RESERVATION HOLDERS 36% OTHER FLEETS WITH >100 TRUCKS RESERVED BREAKDOWN OF FCEV RESERVATIONS 10% NIKOLA TWO 4% 6% LARGE EQUIPMENT PROVIDERS 10% 34% ABInBev LARGE U.S. FLEET OWNER LARGE TRUCK LEASING COMPANIES Execution of current reservations would cove expected production plan until end of 2025 ال...#41PRODUCTION TIMELINE OVERVIEW PRODUCTION FOR U.S. MARKET COMMENTARY GO-TO-MARKET European production for US. U.S. production for U.S. TARGET CUSTOMERS SALES CHANNEL MARKETING CHANNEL 2020 BEV initially produced in Europe for the U.S. market 2H 2020 STRATEGIC FLEET OWNERS SOCIAL MEDIA/EXPO 2021 BEV SOP AT IVECO'S FACILITY INULM. GERMANY NIKOLA MANAGED STRATEGIC SALES COOLIDGE PHASE I BEV PRODUCTION START IN EUROPE BEV Production for the U.S. market expected to start up in 1H 2021, followed by planned FCEV production start in Q1 2023 BEV SOP AT NIKOLA'S COOLIDGE FACILITY 2022 BEV PRODUCTION START IN U.S. MASS MEDIA COOLIDGE PHASE II DEVELOPMENT LARGE INVESTMENT GRADE U.S. FLEET OWNERS FCEV SOP AT NIKOLA'S COOLIDGE FACILITY DIRECT SALES AND SALES THROUGH THIRD PARTIES 2023 H₂ FCEV PRODUCTION START COMPLETION OF COOLIDGE FACILITY ICAPACITY OF 50 DOD TRUCKSP.A) Nikola expects to initially leverage existing Iveco facility in Ulm, Germany, before moving production to Coolidge, AZ, U.S. with phase I development expected finished by end of 2021 41#42OPPORTUNITIES FOR INCREMENTAL UPSIDE TO NIKOLA'S BUSINESS MODEL IV EUROPE JOINT-VENTURE WITH IVECO Joint Venture with CNHI Iveco to de-risk truck manufacturing execution • Joint Venture structure requires minimal incremental investment from Nikola NIKOLA IVECO RESIDUAL VALUE OF FCEV TRUCKS NIKOLAITWO NIKOLA TRE AUTONOMOUS DRIVING POWERSPORTS NIKOLAINZT RECKLESS NIKOLA Nikola's current framework does not take into account several significant opportunities for incremental upside OTHER INCREMENTAL UPSIDE OPPORTUNITIES • Products to be produced in existing CNHI Iveco facilities and utilize its extensive distribution and service network • Planned start of BEV and FCEV Nikola Tre production in Europe from Q1 2022 and 2H 2023, respectively Nikola's model assumes $0 residual value for FCEV trucks that are coming off lease • After the initial 7 year, or 700,000 mile lease, there will likely be an opportunity to re-sale or re-lease the asset to capture incremental upside • Opportunity to recycle and refurbish certain components of Nikola's FCEV after one lease cycle which could help drive down average BOM cost for Nikola's FCEV - Nikola's vehicles are designed with a space claim for an autonomous driving hardware suite • Our dedicated route customers, operating point-to-point, provides ideal testing environment for development of autonomous driving technology • Our commercial agreement with Anheuser-Busch ("AB"), allows Nikola to charge an additional rate per mile driven autonomously • PowerSports has a world-class management team that will operate with high degree of independence • Nikola is pursuing a business model for PowerSports that will provide financial upside with minimal capital outlay or management distraction (i.e. OEM partnership, JV, etc.) Government Incentives for the manufacturing and production of zero-emissions vehicles and hydrogen stations and clean energy not included in Nikola's model • Customer Deposits-During initial production Nikola will likely require a significant deposit to secure final customer orders prior to vehicle delivery • Nikola Badger-Represents significant potential upside, but will only be produced via partnership with third-party OEM thus ensuring minimal capital outlay or management distraction N 42#43EXPECTED SALES VOLUMES & PLANT UTILIZATION VOLUMES DO NOT INCLUDE POTENTIAL INCREMENTAL UPSIDE FROM 50/50 EUROPE JV BEV SALES VOLUME # OF VEHICLES) . "600 2021 1,200 2022 3,500 2023 Expected to reach full utilization in 2028 NIKOLA TRE 15,000 Full plant production First BEV truck sales expected in 2021 Sales based on number of trucks produced in period and an average time in inventory of "9 days It is expected that plant will reach full BEV capacity in 2028, producing "15,000 trucks per annum Nikola expects to reach full plant utilization for BEV and FCEV production by 2028 and 2027, respectively FCEV SALES VOLUME (# OF VEHICLES) . . 0 2022 "2,000 2023 NIKOLATWO "5,000 2024 ILLUSTRATIVE PURPOSES ONLY; ACTUALS MAY VARY Expected to reach full utilization in 2027 NIKOLA TRE "30,000 Full plant production First FCEV truck sales expected in 2023 Sales based on number of trucks produced in period and an average time in inventory of "9 days FCEV volumes expected to exceed BEV volumes in 2026 Plant expected to reach full FCEV capacity in 2027, producing "30,000 trucks per annum 43#44EXPECTED BEV COSTS OF GOODS SOLD BEV COGS COMPONENTS AS % OF TRUCK PRICE PRICE MATERIALS (COGS) OTHER (COGS) GROSS PROFIT -7% -22.5-30% -63-70% BEV COGS are mainly comprised of materials, resulting in expected vehicle gross profit margin of "22.5% - 30% at steady-state -$250k FULL TRUCK PLANT UTILIZATION KEY CONSIDERATIONS • Initial price point Sales price in-line with market competition Material COGS estimated bottom-up taking count of all required components, quantity needed and total purchase price (based on input from industry suppliers) . Battery pack represents the single largest cost item • Other COGS is split between direct labor cost (~32%), indirect labor cost (~11%) and cost of warranty (-57%) 3. Labor cost estimated based on number of manufacturing and plant personnel needed to produce planned BEV volume • Warranty estimated based on historical cost for HD truck OEMs TRUCK COGS BOOKED IN P&L SIMULTANEOUSLY AS TRUCK SALE INVENTORY COSTS INCURRED AS BEV TRUCKS ARE PRODUCED 1. Warranty Week: Automotive OEM Warranty Report (4 April 2019); Warranty Weeic Automotive OEM Warranty Report (21 July 2016) 2. Illustrative Gross Profit does not include plant depreciation expenses ILLUSTRATIVE PURPOSES ONLY; ACTUALS MAY VARY P&L effect Cash flow effect 44#45FCEV LEASE REVENUE MODEL PRELIMINARY TOTAL REVENUE PER FCEV LEASE¹ TOTAL LEASE REVENUE Revenue per mile per lease ~$0.95 x Miles included per lease 700K Total lease revenue ~$665K O TRUCK PRICE -$235K (-35%) Ⓡ FUEL REVENUE -$350K (-53%) Ha STATIONS FOR ILLUSTRATIVE PURPOSES ONLY² 1 Allocation of total lease revenue not final/under consideration 2. Actual pricing will vary dependent on customer Revenue from FCEV leases is allocated between truck, fuel and service REVENUE ALLOCATED TO FUEL Miles included per lease 700K e Miles driven per kg H₂ fuel -7.5 x Revenue per kg H₂ fuel $3.75 SERVICE -$80K (-12%) LIFETIME OF LEASE 7 YEARS REVENUE FIRST YEAR OF LEASE ~$235,000 Full truck price recognized on P&L year lease commences (i.e. $235K) REVENUE P.A. ~$50,000 Revenue recognized on P&L per annum REVENUE P.A. ~$11,500 Revenue recognized on P&L per annum LEASE PAYMENT MADE BY CUSTOMER EACH MONTH Lease revenue is allocated between the three components: truck, fuel and service. Full value of truck revenue is recognized on P&L in the year the lease commences, while fuel and service revenues are spread out across the lease lifetime ILLUSTRATIVE PURPOSES ONLY; ACTUALS MAY VARY#46EXPECTED FCEV COSTS OF GOODS SOLD COMPONENTS OF FCEV COGS AS % OF TRUCK PRICE PRICE MATERIALS (COGS) OTHER (COGS) GROSS PROFIT -6-6.5% -16.5-24% -70-77% FCEV COGS are driven by materials, yielding an expected vehicle contribution margin of "16.5 -24% at steady-state -$235k FULL TRUCK PLANT UTILIZATION KEY CONSIDERATIONS • Initial price point Sales price in-line with market competition Material COGS estimated bottom-up taking count of all required components, quantity needed and total purchase price (based on input from industry suppliers) • Hydrogen tanks and fuel cell represent the largest cost items - Other COGS are split between direct labor cost (-40%), indirect labor cost (-10%) and cost of warranty (-50%) . 3 • Labor cost estimated based on number of manufacturing and plant personnel needed to produce expected FCEV volume • Warranty estimated based on historical cost for truck OEMs TRUCK COGS BOOKED IN P&L SIMULTANEOUSLY WITH LEASE STARTS INVENTORY COSTS INCURRED AS FCEV TRUCKS ARE PRODUCED P&L effect 1 Warranty Week: Automotive OEM Warranty Report (4 April 2019); Warranty Weeic Automotive OEM Warranty Report (21 July 2016) 2. Illustrative vehicle contribution based on lease revenue allocated to truck (revenue allocation still under consideration) does not include plant depreciation expenses ILLUSTRATIVE PURPOSES ONLY; ACTUALS MAY VARY Cash flow effect#47EXPECTED FUELING COSTS OF GOODS SOLD FCEV FUELING COSTS (COGS) PER KG H, FUEL PRODUCED Station personnel FULL HYDROGEN STATION UTILIZATION Electricity E Water -$2.50 PER KG HYDROGEN PRODUCED NIKOLAITWO Electrolyzers Maintenance Electrolyzers insurance KG H₂ FUEL INCLUDED PER FCEV LEASE: -93,000 EXPECTED CONTRIBUTION MARGIN $350K fuel revenue per FCEV lease Implies "$3.75 revenue per KG H₂ produced • At "$2.50 COGS per KG, implies a contribution margin of "33% before station capex amortization Projected FCEV fueling contribution margin of "33%; electricity comprises majority of fuel production COGS KEY CONSIDERATIONS • Electrolyzer maintenance cost estimated as % of total hydrogen station capex • Electrolyzer insurance cost estimated as % of total hydrogen station capex Electricity consumption cost estimated based on expected electricity price times quantity required to produce one kg of hydrogen Water cost estimated based on expected price of water multiplied by quantity required to produce one kg of H₂ Station personnel cost based on the expectation that 3 FTEs will be required to operate each hydrogen station FUEL COGS BOOKED IN P&L AS INCURRED FUEL COGS INCURRED AS HYDROGEN IS PRODUCED AT STATIONS P&L effect Cash flow effect 47#48EXPECTED COST OF SERVICE AND MAINTENANCE PARTNERSHIP WITH RYDER Ryder Signed service agreement with Ryder Systems in 2016 Ryder to act as service and maintenance provider of leased FCEV trucks Ryder is one of the largest truck leasing companies in the U.S. with over 800 service centers and 6,000 highly trained technicians EXPECTED SERVICE AND MAINTENANCE COST PER LEASE Service and maintenance cost per mile Service and maintenance cost per lease -$0.07 700K ~$47K Miles included per lease S&M COGS BOOKED IN P&L AS INCURRED Projected cost of service and maintenance of "$0.07 per mile for FCEV trucks (~60% lower than diesel) EXPECTED FCEV SERVICE AND MAINTENANCE COST PER 1,000 DRIVEN MILES AS % OF DIESEL TRUCK SERVICE AND MAINTENANCE COST S&M COGS INCURRED AS SERVICE & MAINTENANCE IS PROVIDED P&L effect Cash flow effect Source: Arthur D. Little: Battery Electric Vehicles vs. Internal Combustion Engine Vehicles (November 2016) -$170 -60% ILLUSTRATIVE PURPOSES ONLY; ACTUALS MAY VARY -40% DIESEL FCEV FCEV trucks expected to have substantially lower service and maintenance cost per mile than diesel trucks, mainly due to their relatively simple mechanical process compared to ICE vehicles with more moving parts#49EXPECTED STATION CAPEX CAPEX PER FCEV HYDROGEN STATION BUILD-UP $M -$2M LAND & BUILDING -$15M HYDROGEN EQUIPMENT -$17M Project station capex of $17M, representing capex of $26K per FCEV truck TOTAL STATION CAPEX -13X -221M total station revenue = a) $350k fuel revenue per truck x b)-210 trucks per station x c) 3 lease cycles supported by each station Land and building CAPEX based on required acres and building sq. ft. per station, market cost rates of land per acre and construction of retail building per sq. ft. Hydrogen Equipment comprised of key hydrogen station components (Electrolyzer, Storage Tanks, Rectifier, and Fueling Dispensers) Total Station CAPEX is inclusive of all Hydrogen Station components and labor (Land & Building, Hydrogen Equipment, and Installation Costs) Station Lifetime Fuel Revenue is "13x Station CAPEX "$221M Fuel Revenue per Station Lifetime/ $17M Total Station CAPEX -$221M Lifetime Fuel Revenue Calculation represents 93,333 kg of Hydrogen Fuel included per lease. Assumed $3.75/kg sale price. 3 "Truck Product Cycles" with 210 Trucks supported per cycle by single station. 93,333 kg x $3.75/kg x 630 Trucks="$221M Fuel Revenue per Station Lifetime FUEL REVENUE PER STATION LIFETIME Assuming a lifetime of 21 years per station, and a capacity of 210 trucks per station with a lifetime of 7 years, each station will operate through 3 product cycles or 630 trucks LIFETIME OF FCEV HYDROGEN STATION ~21 YEARS ILLUSTRATIVE PURPOSES ONLY; ACTUAL MAY VARY STATION CAPACITY ~210 FCEV It is expected that each station will be able to serve-210 trucks in operation LENGTH OF FCEV LEASE 7 YEARS Each FCEV lease will have a duration of 7 years STATION CAPEX PER FCEV ~$26K Its is expected that each station will be able to serve -630 FCEV trucks through its lifetime Its is expected that FCEV stations will be -60% debt financed#50FCEV CONTRIBUTION MARGIN BREAKDOWN ILLUSTRATIVE CASH GENERATED PER TRUCK LEASE AT FULL TRUCK PLANT AND HYDROGEN STATION UTILIZATION -$665K LEASE REVENUE -$185K -27-30% TRUCK COST Page: 47 -$230K -33-36% Page: 48 Service & maintenance @-50.07/mile TOTAL FUELING COST¹ FCEV truck contribution margin expected to be in the range of "25 -34% at steady-state -25-34% LEASE CONTRIBUTION MARGIN BEFORE CORPORATE G&A -$45K -7-9% SERVICE & MAINTENANCE Page: 49 -$200K -25-34% -$25K LEASE CONTRIBUTION MARGIN (BEFORE CORPORATE G&A) Nikola plans to partly monetize lease revenue up-front through lease securitization Page: 50 STATION CAPEX PER LEASE Note: Analysis does not include potential financing charges that may be incurred to securtize and monetize some portion of the Nikola lease 1 Hydrogen fuel cost includes all hydrogen station related operating expenses including electricity costs, water costs, station personnel cost, and hydrogen station maintenance 2. Vehicle profit presented before corporate general and administrative expenses 3. Assumes each station has a 21-year useful life and supports 210 truck leases during each 7-year lease period 4 Does not include any potential upside from truck residual value at the end of the lease -$175K -20-30% CASH MARGIN PER TRUCK LEASE ILLUSTRATIVE PURPOSES ONLY; ACTUALS MAY VARY#51OVERVIEW OF NIKOLA'S OPERATING EXPENSES BREAKDOWN OF OPERATING EXPENSES 0-N NIKOLA ORGANIZATION PERSONNEL EXPENSES EXECUTIVE FINANCE/LEGAL HR HYDROGEN/FUELS/STATION DEVELOPMENT ENGINEERING/DEVELOPMENT IT SALES OPERATIONS MARKETING Nikola's operating expenses are comprised of non- capitalized R&D, SG&A expenses and personnel cost Operating expenses are comprised of non- capitalized R&D, SG&A expenses and personnel cost NON-CAPITALIZED R&D Includes purchased components, computer supplies, equipment rental, support and maintenance, external development as well as equipment, tools and software which are not capitalized SG&A EXPENSES SALES COMMISSION & CUSTOMER RELATIONS TRAVEL OTHER ADMIN. MARKETING PROFESSIONAL SERVICES OCCUPANCY 51#52EXPECTED DEVELOPMENT OF KEY OPEX ITEMS EXPECTED DEVELOPMENT OF KEY OPEX ITEMS PERSONNEL COST NON- CAPITALIZED R&D SG&A EXPENSES Headcount (ex. manufacturing & plant personnel and hydrogen station personnel) $M $M -220 2019 Note: 1 Fully loaded employee cost 48 2019 -400 2020 11 2019 -500 2021 2020 -2X -600 2022 <-700 -730 2023 1.3-1.5X 2020 2021 2024 KEY CONSIDERATIONS • Headcount expected to increase from 2019 due to new hires in the engineering /development department amongst other . From 2024 headcount is expected to grow stable at ~2% p.a. • Average employee cost of $133K in 2019. Expected to increase by -14-15% in 2020, and remain stable afterwards • Direct labor costs covered in COGS - not included in personnel costs Increase from 2019 to 2020 driven by outsourced R&D development primarily for truck development (e.g. in-kind services from Iveco (non- cash) and truck cab development) R&D expected to increase further in 2021 mainly due to outside development expenses and purchased components R&D as % of sales expected to decrease from -40% in 2022 to below -10% in 2023, and then further to below 5% in the next few years SG&A expected to increase by-2x from 2019 to 2020 due to increased travel expenses and marketing spending SG&A as % of sales expected to decrease from ~15% in 2021 towards -8-9% over the next few years ILLUSTRATIVE PURPOSES ONLY; ACTUALS MAY VARY 52#53EXPECTED MANUFACTURING FACILITY AND HYDROGEN STATION ROLL OUT CAPEX HYDROGEN STATIONS MANUFACTURING FACILITY (INCL. EQUIPMENT) PURCHASE OF HQ (PHOENIX) OTHER FIXED ASSETS EXPECTED CAPEX DEVELOPMENT (SM) $M $M NIKOLA TWO Equipment Maint. CAPEX Facility 2019 2019 39 2019 FOLLOW DEVELOPMENT OF FCEV TRUCKS ON THE ROAD Phase 1 2020 2020 -3X 2021 2020 2021 Phase2 2022 Equipment -40% of total facility Investment 25 2022 2021 2023 2024 2023 Large part of CAPEX in 2020 is related to a one-time expense, covering R&D for a test facility to develop and prove out the Nikola BEV and FCEV powertrains, as well as a plot hydrogen station 2022 KEY CONSIDERATIONS Hydrogen station CAPEX will follow development on FCEV trucks on the road (need for fuelling stations) One hydrogen station is expected to be able to serve -210 FCEV trucks (max utilization) for 3 lease cycles (21 years expected station lifetime) Lead time to develop station -6 quarters Phase 1 investment expected in range of $100M Phase 2 investment expected in range of $500M (incl. paint line) • Of phase 2 investment-60% accur in 2021, about half as much in 2022 and remaining in 2023 Equipment maintenance to be about 5% of total manufacturing facility investment per annum after facility investment completed Phoenix HQ building expected to be purchased in 1H 2022 for $25M • Increase in 2020 driven by R&D (-65% of 2020 other fixed asset CAPEX) and pilot hydrogen station (-20%) 2021 expected somewhat above long term as projects initiated in 2020 close in 2021 From 2022, other fixed asset CAPEX to stabilize around $6-8M per annum ILLUSTRATIVE PURPOSES ONLY; ACTUAL TIMING OF CAPEX MAY VARY SIGNIFICANTLY 53#54MANUFACTURING FACILITY AND HYDROGEN STATION ASSET LIFE DEPRECIATION RELATED TO H2 STATIONS DEPRECIATION RELATED TO REMAINING BUSINESS OPERATIONS BS H₂ STATIONS ASSETS DEPRECIABLE ASSETS ASSET LIFETIME DEPRECIATION HYDROGEN STATIONS Electrolyzers Installation Buildings • Transformer / rectifier ~21 YEARS NIKOLA TRE™ MANUFACTURING FACILITY Hydrogen stations and manufacturing facility expected to have lifetimes of "21 years and ~30 years, respectively Manufacturing facilities in Coolidge, AZ, including primary power hookup, a central energy plant and site development -30 YEARS MANUFACTURING EQUIPMENT Equipment used in manufacturing facility. including body and assembly, sequencing and warehousing, paint and office -14 YEARS STRAIGHT LINE NIKOLA TWO HQ • Purchase of current HQ in Phoenix, AZ . Expected purchased in 1H 2022 -30 YEARS OTHER FIXED ASSETS • Includes leasehold improvements, furniture and fixtures, software, capital equipment (R&D), pilot hydrogen station and computers/ IT and other VARIOUS Note: Depreciation expenses are included as part of COGS. Hydrogen station depreciation included as part of hydrogen station COGS, Manufacturing facility, manufacturing equipment and HQ to be allocated between BEV and FCEV trucks sold in period. Other foxed asset depreciation included as part of operating expenses 54#55EXPECTED NET WORKING CAPITAL REQUIREMENTS NET WORKING CAPITAL CONSIDERATIONS NWC DESCRIPTION NWC EXCL. INVESTMENT IN LEASES EXPECTED DEVELOPMENT - BEV sold directly, but for FCEV lease in addition to traditional working capital items, Nikola's NWC includes "net investment in leases" as the lease revenue is spread over the leasing period of 7 years • Net investment in leases comprises the total amount of lease revenue allocated to FCEV truck, net of cash payment received in current year (i.e. 1/7 of -$235K as lease commences). Hence, the remaining 6/7 of lease value is allocated to net investment in leases (split between current and long-term assets) As such NWC is expected to increase in line with annual FCEV volume growth • NWC excluding investment in leases expected to be around 13-14% of revenues in 2021 and 2022 NWC excluding investment in leases expected to be around -4% of sales when production plants reach full capacity Note: 1. Cesh flow from net investment in lease expected within one year 2. Cash flow from net investment in lease not due within one year Nikola's net working capital is expected to be driven by FCEV lease sales Total NWC 2020 expected to be between ($8M) and ($10M) 2020 CA CL REMAINING WORKING CAPITAL ASSETS NET INVESTMENT IN LEASES REMAINING WORKING CAPITAL LIABILITIES NWC EXCLUDING INVESTMENT IN LEASES AS % OF REVENUE -13% 2021 -14% 2022 ILLUSTRATIVE PURPOSES ONLY; ACTUALS MAY VARY#56OVERVIEW OF FCEV LEASE SECURITIZATION CASH FLOW STRUCTURE FROM SECURITIZATION Initial cash flow (loan, -$160K) from lenders channeled through SPV to Nikola as securitized FCEV lease Truck lessees make monthly lease payments into SPV Cash flow from leases used to cover hydrogen and maintenance cost relating to securitized leases Cash flow from leases used for monthly interest and amortization of initial loan (-$160K per lease) Residual cash flow channeled to Nikola per month EXPECTED FINANCING CONDITIONS AND COSTS SECURITIZATION LOAN PER LEASE -$160K LOAN DURATION -7 YEARS ANNUAL INTEREST RATE -7% ADEQUATE COVERAGE 70% LTV; 1.7X DSCR Nikola is expected to securitize FCEV leases to receive an initial cash inflow of ~$160K per lease SECURITIZATION STRUCTURE Monthly lease payments Collateral Monthly debt service Monthly residual cash flow Originate/ service LEASES TRUCK LESSEES LENDERS Up front cash proceeds NIKOLA MOTOR COMPANY SPECIAL PURPOSE VEHICLE ILLUSTRATIVE PURPOSES ONLY; ACTUALS MAY VARY Up front cash proceeds Monthly expenses HYDROGEN FUEL NIKOLA BANK ACCOUNT Mgmt. contract MAINTENANCE NIKOLA TRUCKS#57FCEV LEASE P&L RECOGNITION AND CASH FLOW TIMING TIMING OF FCEV LEASE P&L RECOGNITION AND CASH FLOW • The table below illustrates the expected timing of cash flows from the FCEV lease (excluding operating expenses), as well as the P&L recognition of the lease • Additionally, table highlights expected cash flow impact of lease securitization • For all other items with P&L or cash flow impact, refer to sections IV (operating expenses) and V (CAPEX, depreciation and NWC) • Figures in the table below are illustrative and based on mid-range of expected cost levels (where applicable) TIME RECOGNITION ON P&L TIMING OF CASH FLOW LEASE LIFETIME LEASE LIFETIME YEAR OF LEASE TRUCK REVENUE FUELING REVENUE SEM REVENUE TRUCK COGS FUELING COSS S&M COGS SECURITIZATION (LOAN SECURITIZATION INTEREST PAYMENT SECURITIZATION PRINCIPAL PAYMENT SUM PEL VS CASHFLOW 11 1 235 50 11 -188 11 33 11 na -10 n.a. 58 +66 2 3 50 11 -33 -7 na. -9 1.a. 12 50 11 -33 -7 n.a. -7 n.a. 14 -11 50 11 -33 -7 n.a. -6 n.a. 15 5 50 11 -33 -7 na. -4 na. 17 50 11 -33 na. -2 FCEV lease securitization is expected to balance the upfront cash requirement of FCEV truck manufacturing na. 19 50 11 -7 na. -1 n.a. 1 -3311-33 20 34 50 11 -188 160 -10 -23 -fi Note: 1. Numbers is table illustrates approx, amounts to which Nikola on average expects to receive from one FCEV lease 2. Numbers in table per lease year does not sum to total lease value due to rouncing 2 34 50 11 - -33 -9 -23 23 3 34 34 50 50 11 - -33 -7 -23 4 25 11 . -33 -6 -23 26 5 34 50 11 . -33 - 4 -23 23 6 34 50 11 ▼ -33 -2 -23 30 7 TOTAL PER LEASE 11 34 11 11 11 50 11 -33 11 -1 11 "1 -7 11 11 -23 11 31 ILLUSTRATIVE PURPOSES ONLY 1.2 +-$235K +-$350K +-$80K --$188K --$231K --$47K +-$160K --$40K --$160K 159K N 57#58NIKOLA N TRANSPORTING THE FUTURE TO NOW.

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

ILPT Q2 2023 Financial Results image

ILPT Q2 2023 Financial Results

Industrials

Investor Presentation September 2023 image

Investor Presentation September 2023

Real Estate

Strategic Expansion in the Resilient Data Centre Segment image

Strategic Expansion in the Resilient Data Centre Segment

Real Estate

Economic Impact of NOS4A2 in Rhode Island image

Economic Impact of NOS4A2 in Rhode Island

Television & Film Industry

Strategic Entry into Japan's Data Centre Market image

Strategic Entry into Japan's Data Centre Market

Industrials

GIDC Gujarat Industrial Development image

GIDC Gujarat Industrial Development

Industrials

WF Hebei Wenfeng Industrial Co. Corporate Presentation image

WF Hebei Wenfeng Industrial Co. Corporate Presentation

Financial

Dadra & Nagar Haveli Industrial Policy Pitch image

Dadra & Nagar Haveli Industrial Policy Pitch

Financial