UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 30, 2017
Date of Report (Date of earliest event reported
DASEKE, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-37509 |
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47-3913221 |
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15455 Dallas Parkway, Suite 440 |
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75001 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (972) 248-0412 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Item 2.02.Results of Operations and Financial Condition
Daseke, Inc. (the “Company”) is furnishing in this Current Report on Form 8-K the 2016 and 2015 unaudited selected quarterly financial and other information for the Company and its Flatbed Solutions and Specialized Solutions segments attached hereto as Exhibit 99.1 to help investors and analysts better understand its historical financial and operating results.
The information furnished in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1Daseke, Inc. 2016 and 2015 Unaudited Selected Quarterly Financial Data
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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DASEKE, INC. |
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March 30, 2017 |
By: |
/s/ Angie J. Moss |
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Name: |
Angie J. Moss |
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Title: |
Vice President, Chief Accounting Officer and Corporate Controller |
INDEX TO EXHIBITS
Exhibit NumberDescription
99.1(a)Daseke, Inc. 2016 and 2015 Unaudited Selected Quarterly Financial Data
_______
(a)Furnished herewith.
Exhibit 99.1
Daseke, Inc.
2016 Selected Quarterly Financial Data
(Unaudited)
(In thousands) |
|
Three Months Ended |
||||||
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March 31 |
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June 30 |
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September 30 |
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December 31 |
REVENUE: |
|
|
|
|
|
|
|
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Freight |
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$ 126,259
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$ 136,792
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$ 135,415
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$ 119,395
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Brokerage |
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20,604 |
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21,778 |
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25,977 |
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19,051 |
Fuel surcharge |
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10,018 |
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11,787 |
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12,756 |
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11,970 |
Total revenue |
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156,881 |
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170,357 |
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174,148 |
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150,416 |
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OPERATING EXPENSES: |
|
|
|
|
|
|
|
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Salaries, wages and employee benefits |
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50,355 |
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50,207 |
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49,298 |
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47,929 |
Fuel |
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14,497 |
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17,283 |
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17,296 |
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17,789 |
Operations and maintenance |
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20,701 |
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24,358 |
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27,874 |
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23,167 |
Communications |
|
484 |
|
354 |
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370 |
|
410 |
Purchased freight |
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36,775 |
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41,185 |
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42,541 |
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33,553 |
Administrative expenses |
|
7,394 |
|
5,096 |
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5,221 |
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7,539 |
Sales and marketing |
|
363 |
|
483 |
|
435 |
|
462 |
Taxes and licenses |
|
2,333 |
|
2,345 |
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2,268 |
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2,276 |
Insurance and claims |
|
4,041 |
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4,542 |
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5,065 |
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5,466 |
Acquisition-related transaction expenses |
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15 |
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3 |
|
— |
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7 |
Depreciation and amortization |
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16,873 |
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16,644 |
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16,998 |
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16,985 |
Gain on disposition of revenue property and equipment |
|
81 |
|
571 |
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(495) |
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(273) |
Impairments |
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— |
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— |
|
1,195 |
|
810 |
Total operating expenses |
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153,912 |
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163,071 |
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168,066 |
|
156,120 |
INCOME (LOSS) FROM OPERATIONS |
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2,969 |
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7,286 |
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6,082 |
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(5,704) |
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|
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Other (income) expense: |
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Interest income |
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(20) |
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(16) |
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(4) |
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(4) |
Interest expense |
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5,351 |
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5,446 |
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6,724 |
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5,603 |
Other |
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(73) |
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(129) |
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(64) |
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(65) |
Total other expense |
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5,258 |
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5,301 |
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6,656 |
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5,534 |
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Income (loss) before provision for income taxes |
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(2,289) |
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1,985 |
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(574) |
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(11,238) |
Provision (benefit) for income taxes |
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(1,049) |
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974 |
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683 |
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(445) |
Net income (loss) |
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$ (1,240)
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$ 1,011
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$ (1,257)
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$ (10,793)
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Daseke, Inc. and Subsidiaries
2015 Selected Quarterly Financial Data
(Unaudited)
(In thousands) |
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Three Months Ended |
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March 31 |
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June 30 |
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September 30 |
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December 31 |
REVENUE: |
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Freight |
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$ 110,136
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$ 118,565
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$ 144,238
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$ 133,643
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Brokerage |
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22,739 |
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25,882 |
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30,733 |
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29,546 |
Fuel surcharge |
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16,751 |
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16,578 |
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16,303 |
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13,731 |
Total revenue |
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149,626 |
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161,025 |
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191,274 |
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176,920 |
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OPERATING EXPENSES: |
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Salaries, wages and employee benefits |
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39,189 |
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41,196 |
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48,192 |
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50,126 |
Fuel |
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17,394 |
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18,643 |
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18,313 |
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15,946 |
Operations and maintenance |
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20,336 |
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22,155 |
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28,500 |
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27,743 |
Communications |
|
407 |
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567 |
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577 |
|
483 |
Purchased freight |
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40,961 |
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44,758 |
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50,527 |
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45,739 |
Administrative expenses |
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4,353 |
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4,533 |
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6,553 |
|
6,271 |
Sales and marketing |
|
681 |
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692 |
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823 |
|
715 |
Taxes and licenses |
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2,152 |
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2,143 |
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2,388 |
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2,545 |
Insurance and claims |
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5,178 |
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3,996 |
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4,983 |
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5,498 |
Acquisition-related transaction expenses |
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3 |
|
167 |
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611 |
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411 |
Depreciation and amortization |
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14,460 |
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14,714 |
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16,719 |
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17,680 |
Gain on disposition of revenue property and equipment |
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(634) |
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(898) |
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(571) |
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(81) |
Impairments |
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— |
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— |
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— |
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— |
Total operating expenses |
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144,480 |
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152,666 |
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177,615 |
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173,076 |
INCOME FROM OPERATIONS |
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5,146 |
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8,359 |
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13,659 |
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3,844 |
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Other (income) expense: |
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Interest income |
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(15) |
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(15) |
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(21) |
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(18) |
Interest expense |
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4,798 |
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4,651 |
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5,426 |
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5,727 |
Other |
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(79) |
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(38) |
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(42) |
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(92) |
Total other expense |
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4,704 |
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4,598 |
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5,363 |
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5,617 |
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Income (loss) before provision for income taxes |
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442 |
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3,761 |
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8,296 |
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(1,773) |
Provision (benefit) for income taxes |
|
256 |
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2,181 |
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6,054 |
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(1,028) |
Net income (loss) |
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$ 186
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$ 1,580
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$ 2,242
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$ (745)
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Flatbed Solutions Segment
2016 Selected Quarterly Financial Data
(Unaudited)
(Dollars in thousands) |
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Three Months Ended |
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March 31 |
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June 30 |
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September 30 |
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December 31 |
REVENUE(1): |
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|
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Freight |
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$ 62,648
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$ 67,927
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$ 64,281
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$ 58,968
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Brokerage |
|
7,796 |
|
7,276 |
|
7,410 |
|
7,263 |
Fuel surcharge |
|
5,645 |
|
6,903 |
|
7,284 |
|
7,039 |
Total revenue |
|
76,089 |
|
82,106 |
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78,975 |
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73,270 |
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OPERATING EXPENSES: |
|
|
|
|
|
|
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Salaries, wages and employee benefits |
|
23,647 |
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24,446 |
|
23,233 |
|
22,492 |
Fuel |
|
7,889 |
|
9,418 |
|
9,401 |
|
9,795 |
Operations and maintenance |
|
7,553 |
|
8,336 |
|
8,710 |
|
8,246 |
Purchased freight |
|
18,466 |
|
21,140 |
|
20,169 |
|
17,788 |
Depreciation and amortization |
|
7,619 |
|
7,417 |
|
7,651 |
|
7,758 |
Impairments |
|
— |
|
— |
|
— |
|
— |
Other operating expenses |
|
6,026 |
|
5,992 |
|
6,017 |
|
5,588 |
Total operating expenses |
|
71,200 |
|
76,749 |
|
75,181 |
|
71,667 |
INCOME FROM OPERATIONS |
|
$ 4,889
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$ 5,357
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$ 3,794
|
|
$ 1,603
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|
|
|
|
|
|
|
|
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Total Miles |
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37,277,502 |
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39,070,262 |
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37,767,726 |
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35,169,265 |
Company-operating tractors |
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1,191 |
|
1,135 |
|
1,191 |
|
1,203 |
Owner-operated tractors |
|
426 |
|
467 |
|
431 |
|
390 |
Number of trailers |
|
2,969 |
|
2,695 |
|
2,857 |
|
2,943 |
(1)Includes intersegment revenues and expenses, as applicable, which are eliminated in Daseke’s consolidated results.
Flatbed Solutions Segment
2015 Selected Quarterly Financial Data
(Unaudited)
(Dollars in thousands) |
|
Three Months Ended |
||||||
|
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March 31 |
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June 30 |
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September 30 |
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December 31 |
REVENUE(1): |
|
|
|
|
|
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|
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Freight |
|
$ 55,194
|
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$ 59,575
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$ 64,656
|
|
$ 62,316
|
Brokerage |
|
6,912 |
|
7,894 |
|
7,311 |
|
7,034 |
Fuel surcharge |
|
9,430 |
|
9,516 |
|
8,933 |
|
7,549 |
Total revenue |
|
71,536 |
|
76,985 |
|
80,900 |
|
76,899 |
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|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
Salaries, wages and employee benefits |
|
19,963 |
|
21,253 |
|
22,987 |
|
23,733 |
Fuel |
|
10,276 |
|
10,942 |
|
9,930 |
|
8,640 |
Operations and maintenance |
|
7,113 |
|
7,228 |
|
7,833 |
|
7,114 |
Purchased freight |
|
17,032 |
|
19,151 |
|
20,219 |
|
19,383 |
Depreciation and amortization |
|
7,397 |
|
7,117 |
|
7,959 |
|
7,803 |
Impairments |
|
— |
|
— |
|
— |
|
— |
Other operating expenses |
|
6,305 |
|
4,290 |
|
6,034 |
|
6,387 |
Total operating expenses |
|
68,086 |
|
69,981 |
|
74,962 |
|
73,060 |
INCOME FROM OPERATIONS |
|
$ 3,450
|
|
$ 7,004
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$ 5,938
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$ 3,839
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|
|
|
|
|
|
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|
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Total Miles |
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30,922,510 |
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33,881,116 |
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36,155,715 |
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35,985,852 |
Company-operating tractors |
|
1,216 |
|
1,214 |
|
1,187 |
|
1,205 |
Owner-operated tractors |
|
408 |
|
426 |
|
447 |
|
432 |
Number of trailers |
|
3,131 |
|
2,897 |
|
2,916 |
|
2,920 |
(1)Includes intersegment revenues and expenses, as applicable, which are eliminated in Daseke’s consolidated results.
Specialized Solutions Segment
2016 Selected Quarterly Financial Data
(Unaudited)
(Dollars in thousands) |
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Three Months Ended |
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|
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March 31 |
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June 30 |
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September 30 |
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December 31 |
REVENUE(1): |
|
|
|
|
|
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|
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Freight |
|
$ 64,253
|
|
$ 70,021
|
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$ 72,367
|
|
$ 61,480
|
Brokerage |
|
12,882 |
|
14,525 |
|
18,579 |
|
11,805 |
Fuel surcharge |
|
4,438 |
|
4,997 |
|
5,589 |
|
5,062 |
Total revenue |
|
81,573 |
|
89,543 |
|
96,535 |
|
78,347 |
|
|
|
|
|
|
|
|
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OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
Salaries, wages and employee benefits |
|
24,959 |
|
24,757 |
|
24,714 |
|
22,670 |
Fuel |
|
6,608 |
|
7,865 |
|
7,895 |
|
7,994 |
Operations and maintenance |
|
12,940 |
|
15,819 |
|
18,927 |
|
14,650 |
Purchased freight |
|
19,090 |
|
21,337 |
|
23,733 |
|
16,966 |
Depreciation and amortization |
|
9,215 |
|
9,188 |
|
9,309 |
|
9,187 |
Impairments |
|
— |
|
— |
|
1,195 |
|
810 |
Other operating expenses |
|
4,880 |
|
5,508 |
|
5,023 |
|
4,481 |
Total operating expenses |
|
77,692 |
|
84,474 |
|
90,796 |
|
76,758 |
INCOME FROM OPERATIONS |
|
$ 3,881
|
|
$ 5,069
|
|
$ 5,739
|
|
$ 1,589
|
|
|
|
|
|
|
|
|
|
Total Miles |
|
24,606,431 |
|
25,400,230 |
|
24,266,511 |
|
23,431,447 |
Company-operating tractors |
|
1,085 |
|
1,104 |
|
1,114 |
|
1,101 |
Owner-operated tractors |
|
240 |
|
243 |
|
232 |
|
219 |
Number of trailers |
|
3,288 |
|
3,336 |
|
3,413 |
|
3,404 |
(1)Includes intersegment revenues and expenses, as applicable, which are eliminated in Daseke’s consolidated results.
Specialized Solutions Segment
2015 Selected Quarterly Financial Data
(Unaudited)
(Dollars in thousands) |
|
Three Months Ended |
||||||
|
|
March 31 |
|
June 30 |
|
September 30 |
|
December 31 |
REVENUE(1): |
|
|
|
|
|
|
|
|
Freight |
|
$ 55,623
|
|
$ 59,955
|
|
$ 80,531
|
|
$ 72,891
|
Brokerage |
|
15,827 |
|
17,988 |
|
23,470 |
|
22,581 |
Fuel surcharge |
|
7,321 |
|
7,062 |
|
7,460 |
|
6,343 |
Total revenue |
|
78,771 |
|
85,005 |
|
111,461 |
|
101,815 |
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
Salaries, wages and employee benefits |
|
18,818 |
|
19,385 |
|
24,420 |
|
26,269 |
Fuel |
|
7,118 |
|
7,700 |
|
8,383 |
|
7,307 |
Operations and maintenance |
|
13,098 |
|
14,798 |
|
20,516 |
|
20,421 |
Purchased freight |
|
24,610 |
|
26,573 |
|
31,394 |
|
28,149 |
Depreciation and amortization |
|
7,044 |
|
7,572 |
|
9,131 |
|
9,432 |
Impairments |
|
— |
|
— |
|
— |
|
— |
Other operating expenses |
|
4,283 |
|
5,228 |
|
5,583 |
|
6,666 |
Total operating expenses |
|
74,971 |
|
81,256 |
|
99,427 |
|
98,244 |
INCOME FROM OPERATIONS |
|
$ 3,800
|
|
$ 3,749
|
|
$ 12,034
|
|
$ 3,571
|
|
|
|
|
|
|
|
|
|
Total Miles |
|
21,431,471 |
|
22,262,923 |
|
25,756,201 |
|
24,527,851 |
Company-operating tractors |
|
1,007 |
|
1,025 |
|
1,057 |
|
1,062 |
Owner-operated tractors |
|
330 |
|
311 |
|
311 |
|
270 |
Number of trailers |
|
3,062 |
|
3,099 |
|
3,046 |
|
3,057 |
(1)Includes intersegment revenues and expenses, as applicable, which are eliminated in Daseke’s consolidated results.