8-K

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

July 6, 2017

Date of Report (Date of earliest event reported)

DASEKE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation)	001-37509 (Commission File Number)	47-3913221 (IRS Employer Identification No.)
15455 Dallas Parkway, Suite 440 Addison, Texas		75001
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: (972) 248-0412

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)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒    Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act   ☐

Item 7.01.           Regulation FD Disclosure

On July 6, 2017, Daseke, Inc. (the “Company”) will post a new investor presentation titled “Daseke, Inc. – Consolidating the Flatbed & Specialized Logistics Market” to the Company’s website at investor.daseke.com.  The investor presentation may be viewed on the Company’s website by first selecting “Investors,” then “Events & Presentations.”  A copy of the investor presentation is also furnished herewith as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

99.1Investor Presentation titled “Daseke, Inc. – Consolidating the Flatbed & Specialized Logistics Market,” dated July 6, 2017.

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.

	DASEKE, INC.
July 6, 2017	By:	/s/ Angie J. Moss
	Name:	Angie J. Moss
	Title:	Senior Vice President, Chief Accounting Officer, Corporate Controller, and Assistant Secretary

INDEX TO EXHIBITS

Exhibit NumberDescription

99.1Investor Presentation titled “Daseke, Inc. – Consolidating the Flatbed & Specialized Logistics Market,” dated July 6, 2017.

EX-99.1

Exhibit 99.1

Acquisition Conference Call Daseke, Inc. – Consolidating the Flatbed & Specialized Logistics Market July 6, 2017

Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "forecast," "intend," "seek," "target," “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Projected financial information are forward-looking statements. Forward-looking statements, including those with respect to revenues, earnings, performance, strategies, prospects and other aspects of the business of Daseke, are based on current expectations that are subject to risks and uncertainties. A number of factors 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 risks (such as downturns in customers’ business cycles and disruptions in capital and credit markets), driver shortages and increases in driver compensation or owner-operator contracted rates, loss of senior management or key operating personnel, Daseke’s ability to recognize the anticipated benefits of recent acquisitions, Daseke’s ability to identify and execute future acquisitions successfully, 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, Daseke’s ability to generate sufficient cash to service all of its indebtedness, restrictions in Daseke’s existing and future debt agreements, increases in interest rates, the impact of governmental regulations and other governmental actions related to Daseke and its operations, litigation and governmental proceedings, and insurance and claims expenses. For additional information regarding known material factors that could cause actual results to differ from those expressed in forward-looking statements, please see Daseke’s filings with the Securities and Exchange Commission, available at www.sec.gov, including Hennessy Capital Acquisition Corp. II’s definitive proxy statement dated February 6, 2017, particularly the section “Risk Factors—Risk Factors Relating to Daseke’s Business and Industry,” and Daseke’s Current Report on Form 8-K/A, filed with the SEC on March 16, 2017 and amended on May 4, 2017. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Daseke undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Non-GAAP Financial Measures This presentation includes a non-GAAP financial measure, Adjusted EBITDA. Daseke defines Adjusted EBITDA as net income (loss) plus (i) depreciation and amortization, (ii) interest expense, including other fees and charges associated with indebtedness, 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) non-cash impairments, (vi) losses (gains) on sales of defective revenue equipment out of the normal replacement cycle, (vii) impairments related to defective revenue equipment sold out of the normal replacement cycle, (viii) withdrawn initial public offering-related expenses, and (ix) expenses related to the business combination that was consummated in February 2017 and related transactions. You can find the reconciliation of Adjusted EBITDA to net income (loss), the nearest comparable GAAP measure, elsewhere in the appendix of this presentation. We have not reconciled non-GAAP forward-looking measures to their corresponding GAAP measures because certain items that impact these measures are unavailable or cannot be reasonably predicted without unreasonable efforts. Daseke’s board of directors and executive management team use Adjusted EBITDA as a key measure of performance and for business planning. Adjusted EBITDA assists them in comparing Daseke’s operating performance over various reporting periods on a consistent basis because it removes from Daseke’s operating results the impact of items that, in their opinion, do not reflect Daseke’s core operating performance. Adjusted EBITDA also allows Daseke to more effectively evaluate its operating performance by allowing it to compare the results of operations against its peers without regard to its or its peers’ financing method or capital structure. Daseke’s management does not consider non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP and instead relies primarily on Daseke’s GAAP results and uses non-GAAP measures supplementally. Daseke believes its presentation of Adjusted EBITDA is useful because it provides investors and industry analysts the same information that Daseke uses internally for purposes of assessing its core operating performance. However, Adjusted EBITDA is 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 such as Adjusted EBITDA. Certain items excluded from Adjusted EBITDA 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. Adjusted EBITDA 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. Other companies in Daseke’s industry may define Adjusted EBITDA differently than Daseke does, and as a result, it may be difficult to use it to compare the performance of those companies to Daseke’s performance. Industry and Market Data This presentation includes market data and other statistical information from third party sources, including independent industry publications, government publications and other published independent sources. Although Daseke believes these third party sources are reliable as of their respective dates, Daseke has not independently verified the accuracy or completeness of this information. Important Disclaimers

Presenters Scott Wheeler Executive Vice President, CFO, and Director Don Daseke President, CEO, and Chairman

Today We Will Discuss The Daseke Opportunity Executing Our Consolidation Strategy July 1, 2017 Acquisition of The Steelman Companies

The Daseke Opportunity Largest owner of flatbed and specialized equipment in North America(1) CEO Don Daseke has a three-year lock-up(5) Daseke’s management team owns ~60% of the company(4) <1% market share of $133 billion open deck transportation and logistics market(2) 3 acquisitions in just over 2 months adds 22% to 2016 pro forma Adjusted EBITDA(3) 50% Adjusted EBITDA CAGR from 2009 to pro forma 2016(3) CCJ Top 250, September 2016. FTR Associates, Inc., 2016. Pro forma 2016 Adjusted EBITDA is calculated by adding Daseke’s 2016 Adjusted EBITDA with the Adjusted EBITDA of the three recently acquired companies (based on such companies’ internally prepared financial statements). Does not give effect to synergies. Does not give effect to the payout of 15 million potential earnout shares and assumes no exercise of outstanding warrants or conversion of convertible preferred to common stock. Mr. Daseke intends to donate shares to educational institutions or charities; accordingly, 10% of Mr. Daseke’s shares are not subject to the three-year lock-up but will instead be subject to a 180-day lock-up (from donation date) in the event of such donation.

Post July 1, 2017 Acquisitions 25% Growth Pro Forma Revenue Growth ($ in millions) Pro Forma Adjusted EBITDA Growth ($ in millions) Giving Effect to Completed Acquisitions, Daseke has Pro Forma Revenue of $818 million and Adjusted EBITDA of $108 million in 2016 Calculated by adding Daseke’s 2016 figures with the acquired companies’ 2016 figures (based on such companies’ internally prepared financial statements). Does not give effect to synergies. Net loss of $9.2 million plus: depreciation and amortization of $81.9 million, interest of $23.6 million, provision for income taxes of $1.2 million, acquisition-related transaction expenses of $0.6 million, impairment of $2.0 million, withdrawn initial public offering-related expenses of $3.1 million, net losses on sales of defective revenue equipment out of the normal replacement cycle of $0.7 million, impairments related to defective revenue equipment sold out of the normal replacement cycle of $0.2 million and expenses related to the business combination and related transactions of $3.5 million results in Adjusted EBITDA of $107.6 million. 22% Growth (1) (1)(2) $ 652 $818 2016 Pro Forma 2016 $ 88 $108 2016 Pro Forma 2016

2017 YTD Acquisitions

The Steelman Companies Founded in 1991 Headquarters: Springfield, Missouri Expanded Presence: Midwest, Powersports, Heavy Haul Expanded Capacity: Industrial Logistics, Warehousing and Distribution Approximately 128,000 square feet Past Winner of Carrier’s Edge "Best Fleets to Drive For" Acquisition Highlights

Three Companies Joined Daseke since May 1, 2017 2016 combined estimated Revenue of $165 million and Adjusted EBITDA of $20 million(1)(2) Approximately 52% asset-light or logistics revenues Average purchase multiple of 5.4x 2016 Adjusted EBITDA(3) The total number of Daseke stock issued in the three acquisitions is 1,088,305 shares The cash portion of the consideration for The Steelman Companies was funded from cash on hand Including The Steelman Companies, The Schilli Companies and Big Freight Systems Inc., Daseke now operates over 3,600 tractors, 7,500 trailers and 1.2 million square feet of warehouse space to facilitate industrial logistics and distribution services Daseke has Closed Three Acquisitions in Just Over 2 Months 2017 YTD Acquisition Highlights Based on the acquired companies’ internally prepared financial statements. Does not give effect to synergies. Net income of $3.1 million plus: depreciation and amortization of $14.4 million, interest of $1.7 million and acquisition-related transaction expenses of $0.3 million results in Adjusted EBITDA of $19.5 million. Average Purchase Multiple is calculated on the basis of the sum of cash consideration, stock consideration and the debt assumed divided by the 2016 Adjusted EBITDA of the acquired companies.

Consolidation, Integration & Growth Consolidation(1) Integration Opportunities Adjusted EBITDA Growth Freight management system Purchasing consolidation Sales Insurance Accounting control Capital expenditures Financing Collaboration KPI analytics <100 Trucks 51,506 companies 99.2% 1,000+ Trucks 29 companies <0.1% 100-999 Trucks 357 companies 0.7% ($ in millions) Highly Fragmented $133 Billion Market Source: FTR, 2016. Calculated by adding Daseke’s 2016 figures with the acquired companies’ 2016 figures (based on such companies’ internally prepared financial statements). Does not give effect to synergies. 2017 pro forma Adjusted EBITDA will be calculated by adding Daseke’s actual 2017 Adjusted EBITDA and the Adjusted EBITDA of any acquired business during 2017 for the period beginning on January 1, 2017 and ending on the acquisition date. Acquired in 2008 Est. 1979 Smokey Point Acquired in 2011 Est. 1938 E.W. Wylie Acquired in 2013 Est. 1935 J.Grady Randolph Acquired in 2013 Est. 1992 Central Oregon Lone Star Acquired in 2014 Est. 1988 Bulldog Acquired in 2015 Est. 1959 Hornady Acquired in 2015 Est. 1928 Acquired in 2013 Est. 1956 / 1989 Boyd Bros. & WTI Acquired in 2017 Est. 1961 The Schilli Companies Acquired in 2017 Est. 1948 Big Freight Systems 50% CAGR (2) Acquired in 2017 Est. 1991 The Steelman Companies (3) $6 $108 $140 2009 Pro Forma 2016 2017T

Executive Summary 2017 pro forma Adjusted EBITDA will be calculated by adding Daseke’s actual 2017 Adjusted EBITDA and the Adjusted EBITDA of any acquired business during 2017 for the period beginning on January 1, 2017 and ending on the acquisition date. Calculated by adding Daseke’s 2016 figures with the acquired companies’ 2016 figures (based on such companies’ internally prepared financial statements). Does not give effect to synergies. We Continue to Execute our Consolidation Strategy; Daseke Remains on Track to Achieve its 2017 Pro Forma Adjusted EBITDA Target of $140 million(1) Closed 3 acquisitions in just over 2 months Giving effect to the acquisitions, Daseke has pro forma Revenue of $818 million and Adjusted EBITDA of $108 million in 2016(2) 25% increase in pro forma Revenue and a 22% increase in pro forma Adjusted EBITDA compared to actual 2016 results, respectively

Questions Conclusion

Appendix

Reconciliation of Net Income to Adjusted EBITDA ($ in thousands) Adjusted EBITDA Reconciliation 2009 2013 2014 2015 2016 Net income (loss) $ (381) $ (2,976) $ 1,300 $ 3,263 $ (12,279) Depreciation and amortization 4,132 18,666 48,575 63,573 67,500 Interest income - (101) (73) (69) (44) Interest expense 2,751 6,402 15,978 20,602 23,124 Provision for income taxes (47) 99 1,784 7,463 163 Acquisition-related transaction expenses - 1,815 944 1,192 296 Impairment - - 1,838 - 2,005 Withdrawn initial public offering-related expenses - - - 1,280 3,051 Transaction expenses - - - - 3,516 Other - - - - 908 Adjusted EBITDA $ 6,455 $ 23,905 $ 70,346 $ 97,304 $ 88,240 Net capital expenditures 548 20,725 70,678 66,969 31,669 Free Cash Flow $ 5,907 $ 3,180 $ (332) $ 30,335 $ 56,571 Year Ended December 31,