| Important Disclaimers
2
Forward-Looking Statements
This presentation contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements, other than statements of historical
fact, are forward-looking statements. Forward-looking statements may be identified by the
use of words such as “may,” “will,” “continue,” “forecast,” “intend,” “seek,” “target,”
“anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” “should,” “could,” “would,”
“predict,” “potential,” and “project,” the negative of these terms, or other comparable
terminology and similar expressions. Forward-looking statements may include projected
financial information and results as well as statements about Daseke’s goals, including its
restructuring plans; Daseke’s financial strategy, liquidity and capital required for its business
strategy and plans; and general economic conditions. The forward-looking statements
contained herein are based on information available as of the date of this news 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 Daseke anticipates, and readers are
cautioned not to place undue reliance on the forward-looking statements.
A number of factors, many of which are beyond our control, could cause actual results or
outcomes to differ materially from those indicated by the forward-looking statements
contained herein. 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 (including as a result of the coronavirus (COVID-19) pandemic or other global and
national heath epidemics or concerns); Daseke’s ability to adequately address downward
pricing and other competitive pressures; driver shortages and increases in driver
compensation or owner-operator contracted rates; Daseke’s ability to execute and realize all
of the expected benefits of its integration, business improvement and comprehensive
restructuring plans; loss of key personnel; Daseke’s ability to realize all of the intended
benefits from recent or future acquisitions; Daseke’s ability to complete recent or future
divestitures 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 and
Daseke’s ability to finance its capital requirements; restrictions in Daseke’s 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 Daseke and its operations; insurance and claims expenses; and litigation and
governmental proceedings. 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 Securities and Exchange Commission (the “SEC”), available
at www.sec.gov, including Daseke’s Annual Report on Form 10-K/A filed with the SEC on
March 6, 2020 and subsequent Quarterly Reports on Form 10-Q, particularly the section titled
“Risk Factors.”
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 we are not able to
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.
Daseke does not undertake any obligation to update forward-looking statements to reflect
events or circumstances after the date as of when they were made, whether as a result of new
information, future events or otherwise, except as may be required under applicable
securities laws. You should not place undue reliance on these forward-looking statements.
Non-GAAP Financial Measures
This presentation includes non-GAAP financial measures for the Company and its reporting
segments. The Company believes its presentation of Non-GAAP financial measures 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. You can find the
reconciliations of these measures to the nearest comparable GAAP measure in the Appendix
of this presentation.
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 these 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 these non‐GAAP measures differently than Daseke does, and as a result, it may be
difficult to use these non‐GAAP measures to compare the performance of those companies to
Daseke’s performance. Because of these limitations, these 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 these non-GAAP
measures supplementally. In the non-GAAP measures discussed below, management refers to
certain material items that management believes do not reflect the Company’s core operating
performance, which management believes represent its performance in the ordinary, ongoing
and customary course of its operations. Management views the Company’s core operating
performance as its operating results excluding the impact of items including, but not limited
to, stock based compensation, impairments, amortization of intangible assets, restructuring,
business transformation costs, and severance. Management believes excluding these items
enables investors to evaluate more clearly and consistently the Company’s core operational
performance in the same manner that management evaluates its core operational
performance.
Daseke defines:
Adjusted EBITDA as net income (loss) plus depreciation and amortization, interest, income
taxes, and other material items that management believes do not reflect our core operating
performance. Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of total revenue.
Adjusted Net Income (Loss) ex-Aveda as net income (loss) tax-adjusted using an adjusted
effective tax rate for material items that management believes do not reflect our core
operating performance and excluding the impact of Aveda. Adjusted Net Income (Loss) per
share as Adjusted Net Income (Loss) ex-Aveda divided by the weighted average number of
shares of common stock outstanding during the period under the two-class method.
Free Cash Flow as net cash provided by operating activities less purchases of property and
equipment, plus proceeds from sale of property and equipment as such amounts are shown
on the face of the Statements of Cash Flows.
Adjusted Operating Income (Loss) as total revenue less Adjusted Operating Expenses.
Adjusted Operating Expenses as total operating expenses less material items that
management believes do not reflect our core operating performance. Adjusted Operating
Ratio as Adjusted Operating Expenses, as a percentage of total revenue.
Revenue excluding fuel surcharge as revenue less fuel surcharges. Net Debt as total debt less
cash and cash equivalents.
The Company uses certain metrics and ratios as a supplement to its GAAP results in evaluating
certain aspects of its business, as described below. The Company defines previously defined
terms appended with “ex-Aveda” as their previously defined term excluding the impact of the
Aveda business, which was disposed of in 2020. See the Appendix for directly comparable
GAAP measures.
In the non-GAAP measures discussed above, management refers to certain material items that
management believes do not reflect the Company’s core operating performance, which
management believes represent its performance in the ordinary, ongoing and customary
course of its operations. Management views the Company’s core operating performance as its
operating results excluding the impact of items including, but not limited to, stock-based
compensation, impairments, amortization of intangible assets, restructuring, business
transformation costs, and severance. Management believes excluding these items enables
investors to evaluate more clearly and consistently the Company’s core operational
performance in the same manner that management evaluates its core operational
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. |
