Daseke, Inc. (NASDAQ: DSKE) (“Daseke” or the “Company”), the
largest flatbed, specialized transportation and logistics solutions
company in North America, announced today that Christopher Easter
has retired as Chief Executive Officer and as a member of the Board
of Directors, effective December 31, 2020. The Board has engaged a
leading executive search firm to assist in the search for Mr.
Easter’s successor. Jonathan Shepko, a current Daseke director, has
been appointed as Interim CEO until a permanent successor for Mr.
Easter is identified and hired.
Mr. Easter stated, “This has been a very difficult decision for
me personally, but I have a number of family-related obligations
that need my full attention. As a result, I made the decision to
retire from Daseke at the end of the year. Over the past two years,
I have been fortunate to work alongside some of the most dedicated
and talented people in the flatbed and specialized trucking
industry and I am very proud of what we have accomplished together.
We have successfully executed a dramatic turnaround in our
performance while navigating through a global pandemic. Daseke’s
strategy is sound, the business is performing well, and the team is
poised to continue forward with this momentum. I have an enormous
amount of confidence in Daseke’s future.”
On behalf of the Board, Chairman Brian Bonner said, “We are
grateful to Chris for his leadership and want to extend our thanks
for the many contributions he has made at Daseke. Among other
things, Chris helped to reset our operational strategy and built a
solid leadership team with decades of transportation experience.
The Board is confident in the team’s ability to execute on our
current strategy and guide Daseke to a bright future. The Board
respects Chris’ decision to retire and we wish him the very best in
the future.”
Mr. Shepko said, “I look forward to leading Daseke during this
interim period, with a goal of making further progress on our
current strategic path and driving continued operational and
financial performance. I expect to be fully engaged with the team
and leading the organization with assistance from Brian as if my
role were permanent; we must continue our transformation. Brian and
I have been extensively involved in helping reset the strategy at
Daseke and will help ensure continuity of mission and aggressive
execution on our key priorities. Daseke is fortunate to have an
experienced leadership team and we will leverage their expertise,
and the strong bench of talent throughout the organization, as we
continue to improve the earnings power of our business, strengthen
our balance sheet, and position the business for long-term
growth.”
Operational and Financial Performance
Update
Daseke also announced today that the business performed well
during the fiscal fourth quarter ended December 31, 2020. Based on
preliminary results and excluding the positive impact of the
wind-down of the Aveda Transportation business, Daseke expects to
achieve its internal financial forecasts and expects results to be
approximately in-line with analyst consensus for revenue and
Adjusted EBITDA, as calculated by FactSet.1
Daseke expects to release earnings and host a conference call at
the end of January, at which time the Company will discuss fourth
quarter and full-year 2020 results along with the outlook for
2021.
Other Developments
Separately today, Daseke announced that it signed cooperation
agreements with Lyons Capital and Don Daseke and made other changes
to the Board’s composition. Additional details concerning these
developments are available in a separate press release issued this
morning and will be included in the Company’s Current Report on
Form 8-K to be filed with the Securities and Exchange Commission
(the “SEC”).
About Jonathan Shepko
Mr. Shepko is a Cofounder and Managing Partner of Stonehollow
Capital Partners, which makes direct equity investments in private
companies across the United States. Prior to founding Stonehollow
in January 2019, from 2014 to 2018, Mr. Shepko served as a Managing
Partner of EF Capital Management, LP, the investment arm of a
substantial single-family office, which largely focused on direct
equity and direct debt investments, in both public and private
companies, across the United States. During his tenure with EF
Capital, Mr. Shepko served in various Board and management
capacities of the firm’s portfolio investments. Prior to founding
EF Capital, Mr. Shepko was a Managing Director with Ares Management
(~$100B AUM), where he focused on originating and structuring debt
financings in the energy industry. From 2009 until 2014, Mr. Shepko
co-headed, and served as Managing Director of, CLG Energy Finance
(an affiliate of Beal Bank), which focused on providing
senior-stretch and uni-tranche facilities to the energy and
infrastructure industries. Prior to forming CLG Energy Finance, Mr.
Shepko was a Vice President with EnCap Investments, LP, where his
responsibilities included originating, structuring and managing
private equity investments in the oil and gas sector, while also
serving on the boards of several of these companies. Mr. Shepko was
appointed to the Board effective as of February 2017. Mr. Shepko
graduated magna cum laude with a degree in Finance from Texas
A&M University.
About Daseke, Inc.
Daseke, Inc. is the largest flatbed and specialized
transportation and logistics company in North America. Daseke
offers comprehensive, best-in-class services to many of the world’s
most respected industrial shippers through experienced people, a
fleet of more than 5,000 tractors and 11,500 flatbed and
specialized trailers. For more information, please visit
www.daseke.com.
Use of Non-GAAP Measures
This news release includes information regarding Adjusted
EBITDA, a non-GAAP financial measure. Please note that non-GAAP
measures are not a substitute for, or more meaningful than, net
income (loss), cash flows from operating activities, operating
income or any other measure prescribed by GAAP, and there are
limitations to using non-GAAP measures. Certain items excluded from
non-GAAP measures are significant components in understanding and
assessing a company’s financial performance, such as a company’s
cost of capital, tax structure and the historic costs of
depreciable assets. Also, other companies in Daseke’s industry may
define non‐GAAP measures differently than Daseke does, and as a
result, it may be difficult to use non‐GAAP measures to compare the
performance of those companies to Daseke’s performance. Because of
these limitations, non-GAAP measures should not be considered a
measure of the income generated by Daseke’s business or
discretionary cash available to it to invest in the growth of its
business. Daseke’s management compensates for these limitations by
relying primarily on Daseke’s GAAP results and using non-GAAP
measures supplementally.
Daseke defines Adjusted EBITDA as net income (loss) plus (i)
depreciation and amortization, (ii) interest expense, and other
fees and charges associated with financings, net of interest
income, (iii) income taxes, (iv) acquisition-related transaction
expenses (including due diligence costs, legal, accounting and
other advisory fees and costs, retention and severance payments and
financing fees and expenses), (v) business transformation costs,
(vi) non-cash impairment, (vii) restructuring charges, (viii) stock
compensation expense, and (ix) impaired lease termination. The
Company’s board of directors and executive management team use
Adjusted EBITDA as a key measure of its performance and for
business planning. Adjusted EBITDA assists them in comparing the
Company’s operating performance over various reporting periods on a
consistent basis because it removes from the Company’s operating
results the impact of items that, in their opinion, do not reflect
the Company’s core operating performance. Adjusted EBITDA also
allows the Company to more effectively evaluate its operating
performance by comparing the results of operations against its
peers without regard to its or its peers’ financing method or
capital structure. The Company’s method of computing Adjusted
EBITDA is substantially consistent with that used in its debt
covenants and also is routinely reviewed by its executive
management for that purpose. The Company believes its presentation
of Adjusted EBITDA is useful because it provides investors and
industry analysts the same information that the Company uses
internally for purposes of assessing its core operating
performance. Daseke is not providing estimates for Q4 net income
(loss), or reconciliations of Adjusted EBTIDA to net income (loss),
in this news release as they are not presently available without
unreasonable effort.
Forward‐Looking Statements
This news release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by the use of
words such as “may,” “will,” “expect,” “anticipate,” “continue,”
“estimate,” “project,” “believe,” “plan,” “should,” “could,”
“would,” “forecast,” “seek,” “target,” “predict,” and “potential,”
the negative of these terms, or other comparable terminology.
Information regarding the Company’s expected financial and
operational performance during Q4 2020 are forward-looking
statements. Forward-looking statements may also include statements
about the Company’s goals, including its restructuring actions and
cost reduction initiatives; the Company’s financial strategy,
liquidity and capital required for its business strategy and plans;
the Company’s competition and government regulations; general
economic conditions; and the Company’s future operating
results.
These forward-looking statements are based on information
available as of the date of this release, and current expectations,
forecasts and assumptions. While management believes that these
forward-looking statements are reasonable as and when made, there
can be no assurance that future developments affecting us will be
those that the Company anticipates. Accordingly, forward-looking
statements should not be relied upon as representing the Company’s
views as of any subsequent date, and the Company does not undertake
any obligation to update forward-looking statements to reflect
events or circumstances after the date they were made, whether as a
result of new information, future events or otherwise, except as
may be required under applicable securities laws. Accordingly,
readers are cautioned not to place undue reliance on the
forward-looking statements.
The effect of the COVID-19 pandemic may remain prevalent for a
significant period of time and may continue to adversely affect the
Company’s business, results of operations and financial condition
even after the COVID-19 pandemic has subsided and “stay at home”
mandates have been lifted. The extent to which the COVID-19
pandemic impacts the Company will depend on numerous evolving
factors and future developments that it cannot predict. There are
no comparable recent events that provide guidance as to the effect
the COVID-19 global pandemic may have, and, as a result, the
ultimate impact of the pandemic is highly uncertain and subject to
change. Additionally, the Company will regularly evaluate its
capital structure and liquidity position. From time to time and as
opportunities arise, the Company may access the debt capital
markets and modify its debt arrangements to optimize its capital
structure and liquidity position.
Forward-looking statements are subject to risks and
uncertainties (many of which are beyond our control) that could
cause actual results or outcomes to differ materially from those
indicated by such forward-looking statements. These factors
include, but are not limited to, general economic and business
risks, such as downturns in customers’ business cycles and
disruptions in capital and credit markets, the impact to the
Company’s business and operations resulting from the COVID-19
pandemic, the Company’s ability to execute and realize all of the
expected benefits of its integration, business improvement and
comprehensive restructuring plans, the Company’s ability to
complete planned or future divestitures successfully, the Company’s
ability to adequately address downward pricing and other
competitive pressures, driver shortages and increases in driver
compensation or owner-operator contracted rates, loss of senior
management or key operating personnel, our ability to realize
intended benefits from its recent or future acquisitions,
seasonality and the impact of weather and other catastrophic
events, fluctuations in the price or availability of diesel fuel,
increased prices for, or decreases in the availability of, new
revenue equipment and decreases in the value of used revenue
equipment, the Company’s ability to generate sufficient cash to
service all of the Company’s indebtedness, restrictions in its
existing and future debt agreements, increases in interest rates,
changes in existing laws or regulations, including environmental
and worker health safety laws and regulations and those relating to
tax rates or taxes in general, the impact of governmental
regulations and other governmental actions related to the Company
and its operations, litigation and governmental proceedings, and
insurance and claims expenses. You should not place undue reliance
on these forward-looking statements. For additional information
regarding known material factors that could cause our actual
results to differ from those expressed in forward-looking
statements, please see Daseke’s filings with the SEC, available at
www.sec.gov, including Daseke’s most recent Annual Report on Form
10-K, and subsequent Quarterly Reports on Form 10-Q, particularly
the section titled “Risk Factors.”
Investor Relations:
Alpha IR GroupJoseph Caminiti or Chris
Hodges312-445-2870DSKE@alpha-ir.com
1 FactSet calculates consensus revenue and Adjusted EBITDA for
Q4 2020 to be $333.6 million and $32.7 million, respectively, as of
January 1, 2021. Fourth quarter 2020 expected results reflect
Daseke’s preliminary estimates based on currently available
information and are subject to completion of Daseke’s financial
closing procedures. These results may change, and those changes may
be material.
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