Nikola Corp. (NKLA), which designs and plans to manufacture hydrogen-electric trucks, first became a publicly traded company in early 2020. Its shares more than doubled within days of completing a reverse merger in early March with VectoIQ Acquisition Corp., which was listed as VTIQ on the Nasdaq prior to the deal. Its stock price has had some incredible rises and falls since then.
After the merger on March 3, 2020, VTIQ's stock rose from around $10 to around $34 on June 4, the day the combined entity's stock started trading as NKLA. The stock then shot up, more than doubling before hitting its peak at nearly $80 on June 9. Excitement on the stock cooled and the stock dropped substantially in July, back down to the low thirties before recovering to and rising up to $50 after it announced a partnership with General Motors Co. (GM) to help build and develop its Badger hydrogen-powered truck.
Then on September 10, short-selling firm Hindenburg Research released a report alleging that Nikola and its founder, Trevor Milton, had lied extensively about the kind of technology Nikola had. Nikola has called the accusations "false and defamatory." By September 15, the SEC and Justice Department announced they'd be investigating Nikola over the allegations. On September 20, founder, Trevor Milton announced he was resigning as chair. Nikola's stock dropped from $42 a share on September 9 to below $20 by late September.
On November 30, 2020, it was reported that GM was severely scaling back its prior agreement with Nikola. GM still plans to provide Nikola with fuel-cell technology, but the auto giant will no longer be taking an 11% stake in the startup nor will it be helping to build the Badger pickup truck. Once again, more bad news caused Nikola's stock to plummet. The company's shares dropped 27% from the close of trading on November 27 to the close of trading on November 30, 2020.
On February 26, 2021, Nikola said that in a review of Hindenburg Research's allegations, it found nine statements made by the company or Mr. Milton were either wholly or partially inaccurate. However, the review, which was commissioned by Nikola's board and conducted by outside law firm Kirkland & Ellis LLP, did not make any conclusions concerning whether or not the inaccurate statements violated any statute.
On July 29, 2021, Nikola's founder, Trevor Milton was indicted by a grand jury and charged with securities and wire fraud. Milton is accused of lying about most aspects of his company in order to pump up Nikola's stock price and defraud investors.
On Dec. 21, 2021, Nikola agreed to pay $125 million to the SEC to settle the investigation into Trevor Milton. Under the terms of repayment, the company is to make five installments over two years. The first payment was to be made at the end of 2021. Nikola, however, did not admit or deny wrongdoing in agreeing to pay the settlement. The company is still seeking reimbursement from Milton for the costs and damages related to the government and regulatory investigations.
The Reverse Merger
Nikola first announced it had agreed to a deal with VectoIQ, a publicly-traded special purpose acquisition company (SPAC), in early March 2020. As a SPAC, VectoIQ was founded in 2016 for the purpose of carrying out a merger, asset acquisition, or other similar business combination with one or more businesses. Such companies, also known as "blank check companies", typically raise funds through an initial public offering (IPO) without having any established business plan in place. VectoIQ raised $200 million through an IPO in May 2018.
The reverse merger enabled Nikola to raise more than $700 million, between a private stock placement and the cash from VectoIQ's trust account, all without having to incur the costs in time and money associated with the IPO process. IPOs can take a year or more to complete and they're expensive: underwriters may charge fees between 4% and 7% of gross proceeds and offering costs directly attributable to the IPO can run as high as $4.2 million, not to mention the legal and accounting fees. A company can often go public in as little as 30 days with a reverse merger, and often more cheaply than with a conventional IPO.
Leadership and Business Model
Nikola was founded by Trevor Milton in 2015. He named the startup after Nikola Tesla, taking the famous inventor's first name—the last name was already taken. Before founding Nikola, Milton was CEO of dHybrid Systems, which developed compressed natural gas fuel systems. Milton served as CEO until the merger with VectoIQ when he moved to the position of executive chair. He was replaced as CEO by Mark Russell. Russell joined Nikola as president in 2019 and has over 20 years of experience in the manufacturing industry. Before he came to Nikola, he had most recently worked as COO and president of Worthington Industries, a steel products manufacturer specializing in pressurized gas cylinders. After the allegation in the Hindenburg Research report that he had lied about Nikola's technology to investors, Milton quit on September 20, 2020. He was replaced as executive chair by Nikola board member and former GM vice chair, Stephen Girsky.
Unlike electric carmaker Tesla Inc. (TSLA), which uses electric cars that are recharged by plugging them in, Nikola plans to build vehicles that use hydrogen fuel cell technology. Hydrogen fuel cells produce electricity by combining hydrogen stored in a tank with oxygen from the air. Hydrogen fuel cell vehicles have similar benefits to pure electric vehicles, but take less time to recharge and have a longer range. Tesla's founder and CEO Elon Musk has criticized hydrogen fuel cell vehicles, calling the idea "mind-bogglingly stupid," but many senior auto executives believe that such vehicles have a better long-term future than pure electric cars.
Hydrogen fuel cells are not new technology, but they have previously been too costly for widespread use. Those costs have come down and are projected to fall even further in the future. In January 2020, the Hydrogen Council, an industry group advocating for the use of hydrogen energy, forecast that the cost of hydrogen production and distribution could fall as much as 50% by 2030. The Council said that it would make "hydrogen competitive with other low-carbon alternatives and, in some cases, even conventional options."
One of Nikola's major initiatives, and one of the reasons it was looking to raise cash, is so that it could begin the roll out of its hydrogen station infrastructure. Producing hydrogen-electric trucks with zero emissions is just one aspect of the business. Those trucks will need hydrogen refueling stations, and Nikola plans to build such stations throughout North America. Nikola plans to use solar power at its fueling stations which will be supplemented with grid power. The electricity will then be used to perform "hydrogen electrolysis," basically running electricity through water to split the water into oxygen and hydrogen, the latter of which can then be used as fuel. In addition to trucks, the company plans to manufacture hydrogen-electric sports vehicles, such as jet skis and off-road 4x4s.
Like many young companies, Nikola is not profitable and likely won't be for a number of years. The company only just delivered its first two Tre battery electric vehicle (BEV) trucks in December 2021 as part of a pilot testing program. However, the company did say in late March 2022, that it had begun manufacturing its Tre BEV trucks at its factory in Coolidge, Arizona. It also said that it would deliver between 300 and 500 semi-trucks this year. It still does not expect to begin producing its hydrogen fuel cell electric vehicles (FCEVs) until the second half of 2023.
The little bit of revenue that Nikola has generated over the past five years, including $95,000 in 2020, has been exclusively from small scale solar installation projects. The company terminated its solar installation services in October 2020. With costs and expenses far in excess of its revenues, Nikola generated a net loss attributable to common stockholders of $690.4 million in 2021. The company's net losses attributable to common stockholders in 2020 and 2019 were $384.3 million and $105.5 million, respectively.