DASEKE,INC. (NASDAQ:DSKE) Files An 8-K Completion of Acquisition or Disposition of Assets

Companies,Inc. and the direct and indirect subsidiaries thereof. The following information is provided about the business of the Company following the consummation of the Business Combination,

Cautionary Note Regarding Forward-Looking Statements

We make forward-looking statements in this Form8-K, including in the statements incorporated herein by reference. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. These forward-looking statements are often preceded by, followed by or include the words estimate, plan, project, forecast, intend, expect, anticipate, believe, seek, target, will or similar expressions. Specifically, forward-looking statements may include statements relating to:

the benefits of the Business Combination;

the future financial performance of the Company following the Business Combination;

changes in the market for the Companys services; and

expansion plans and opportunities, including future acquisitions or additional business combinations.

These forward-looking statements are based on information available as of the date of this Amendment (or, in the case of forward-looking statements incorporated herein by reference, as of the date of they were originally made), and expectations, forecasts and assumptions based on such information, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied on as representing our views as of any subsequent date, and we do 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. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

the outcome of any legal proceedings that may be instituted against us following consummation of the Business Combination and the transactions contemplated thereby;

the inability to maintain the listing of the Companys common stock and warrants on The Nasdaq Capital Market following the Business Combination;

the risk that the Business Combination disrupts current plans and operations as a result of the consummation of the transactions contemplated thereby;

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the Companys ability to grow and manage growth profitably;

the possibility that we may be adversely affected by other economic, business or competitive factors;

changes in applicable laws or regulations; and

other risks and uncertainties indicated in Hennessy Capitals definitive proxy statement dated February6, 2017 (the Proxy Statement), including those under Risk FactorsRisk Factors Relating to Dasekes Business and Industry beginning on page63, as well as those identified under Risk Factors in this Item 2.01.

Business

The business of the Company, including a description of its properties, is described in the Proxy Statement in the section entitled Information About Daseke beginning on page229, which is incorporated by reference herein. The business of Hennessy Capital is described in the Proxy Statement in the Sectionentitled Information About Hennessy Capital beginning on page208, which incorporated by reference herein. The below provides additional information about the Companys business.

Overview

The Company is a leading consolidator of the open deck freight market in North America and, of the 50 largest U.S. trucking companies, Daseke was one of the fastest-growing companies in 2015.(1)Through its acquisition of nine operating companies, the Company believes it has become the largest owner of open deck equipment(2)and

(1) Journal of Commerce, April2016

(2) CCJ Top 250, September2016

the second largest provider of open deck transportation and logistics solutions by revenue in North America.(3)From 2009 to 2016, Daseke grew revenue from $30 million to $652 million at a compound annual growth rate (CAGR) of 55%. Although net loss increased from $0.4 million to $12.3 million from 2009 to 2016, Adjusted EBITDA grew from $6 million to $88 million at a CAGR of 47%.(4)

The Company operates an asset right business model that combines strategic equipment ownership with complementary asset-light operations, which maximizes scale, growth, flexibility and profitability. Asset-based operations have the benefit of providing shippers with certainty of delivery and continuity of operations, which is often a customer requirement. Alternatively, the Companys asset-light operations offer flexibility and scalability to meet customers dynamic needs and have lower fixed costs, lower capital expenditure requirements and higher returns on invested capital. The Companys asset-light operations provide the ability to expand during periods of high demand with minimal incremental investment and the ability to contract during times of lower demand with limited redundancy costs or under-utilized assets. The Companys asset-light service solutions consist of owner-operator transportation and freight brokerage, which generated approximately 34% of Dasekes freight and brokerage revenue in 2016.

The Companys open deck fleet consists of approximately 2,900 tractors and 6,300 trailers, which allows it to serve the largest national customers throughout North America. In 2016, Dasekes company and owner-operator drivers drove approximately 247 million miles. The Company provides solutions that can broadly be classified under three categories:

Company freight(66% of Dasekes 2016 freight and brokerage revenue) are loads that are fulfilled by company-owned equipment. As of December31, 2016, Daseke operated a fleet of 2,300 company-owned tractor units and 6,300 trailers, supported by 2,100 company drivers.

Owner-operator freight(20% of Dasekes 2016 freight and brokerage revenue) consists of loads transported by independent contractors who provide asset-light capacity to the Company under exclusive arrangements. As of December31, 2016, Dasekes owner-operators operated a fleet of 600 tractor units.

Freight brokerage(14% of Dasekes 2016 freight and brokerage revenue) refers to non-asset services in which the Company arranges for third-party transportation and logistics companies under non-exclusive contractual arrangements to haul freight that does not fit within its network or economic objectives. The Company leverages relationships with a large and diverse group of more than 5,000 third-party carriers to provide scalable capacity and reliable service to its customers.

The Company provides these solutions through two reportable segments: Flatbed Solutions and Specialized Solutions.

Flatbed Solutionsfocuses on delivering transportation and logistics solutions that principally require the use of flatbed and retractable-sided transportation equipment. The Companys Flatbed Solutions segment hauls construction products, building materials, roofing, aluminum, iron and steel, among other products. As of December31, 2016, Dasekes Flatbed Solutions segment operated 1,600 tractors and 2,900 trailers. Dasekes Flatbed Solutions segment generated revenue of $310 million in 2016.

Specialized Solutionsfocuses on delivering transportation and logistics solutions that principally include super heavy haul, high-value customized, over-dimensional, step deck and removable gooseneck (RGN) solutions. Many of the shippers served by the Companys Specialized Solutions segment require highly

(3) Top 100 For-Hire Carriers, 2016 Transport Topics

(4) Adjusted EBITDA is not a recognized measure under accounting principles that are generally accepted in the United States of America. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, see Managements Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market RiskNon-GAAP Financial Measures.

engineered solutions and customized equipment to meet their unique transportation needs. Examples of the products the Companys Specialized Solutions segment haul include aviation parts, wind turbines, agricultural equipment, building and construction equipment, manufacturing equipment and industrial machinery. As of December31, 2016, Dasekes Specialized Solutions segment operated 1,300 tractors and 3,400 trailers. Dasekes Specialized Solutions segment generated revenue of $346 million in 2016.

Below are charts that show the contribution of each reportable segment to Dasekes consolidated total revenue, net income (loss) and Adjusted EBITDA for 2016. Adjusted EBITDA is not a recognized measure under accounting principles generally accepted in the United States (GAAP). For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss, see Managements Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market RiskNon-GAAP Financial Measures below.

(1) Percentages are calculated based on revenues of each segment, inclusive of $2.1 million and $2.4 million of intersegment revenues for the Flatbed Solutions segment and the Specialized Solutions segment, respectively. Such intersegment revenues are eliminated in Dasekes consolidated results.

(2) Percentages are calculated based on the net income of each segment, without including $14.6 million of unallocated corporate overhead in either the numerator or denominator.

(3) Percentages are calculated based on the Adjusted EBITDA of each segment, without including $2.8 million of unallocated corporate overhead in either the numerator or denominator.

Operations

Revenue Equipment. As of December31, 2016, Daseke operated 2,300 company-owned tractors with an average age of 2.2 years. Daseke also had under contract 600 tractors owned and operated by independent contractors as of December31, 2016. Daseke also operated 6,300 trailers as of December31, 2016.

Customers. The Company believes that it provides one of the most comprehensive transportation and logistics solutions offerings in the open deck industry. The Company delivers a diverse offering of transportation and logistics solutions to approximately 3,600 customers across 49 U.S. states, Canada and Mexico through two reportable segments: Flatbed Solutions and Specialized Solutions. In 2016, Dasekes Flatbed Solutions segment provided transportation and logistics solutions to more than 1,900 customers, and Dasekes Specialized Solutions segment provided unique, value-added transportation and logistics solutions to more than 2,100 customers. See Note 20 of Dasekes audited consolidated financial statements included in this Form8-K for information on its two reportable segments.

A material portion of the Companys revenue is generated from its major customers, the loss of one or more of which could have a material adverse effect on its business. In 2016, no customer of the Flatbed Solutions segment or the Specialized Solutions segment accounted for more than 10% of its consolidated total revenue.

Employees and Independent Contractors

As of December31, 2016, there were approximately 2,892 full-time employees in Dasekes total employee headcount of approximately 2,900, which includes approximately 2,100 drivers. The Company is not a party to any collective bargaining agreements.

The Company also contracts with owner-operator drivers to provide and operate tractors, which provide additional revenue equipment capacity. Independent contractors own their own tractors and are responsible for all associated expenses, including financing costs, fuel, maintenance, insurance and highway use taxes. As of December31, 2016, Daseke had 600 independent contractors, who accounted for approximately 23% of total miles in 2016.

Available Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public through the Internet at the SECs website at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SECs public reference room at 100 F Street, N.E. Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about its public reference facilities and their copy charges.

We also make available free of charge on our Internet website http://investor.daseke.com all of the documents that we file with the SEC as soon as reasonably practicable after we electronically file those documents with the SEC. Information contained on our website is not incorporated by reference into this Form8-K, and you should not consider information contained on our website as part of this Form8-K.

Risk Factors

Risk factors related to the Companys business, operations and industry and ownership of our common stock are described in the Proxy Statement in the section entitled Risk Factors beginning on page63, which is incorporated by reference herein. The below provides additional risk factors. These risk factors are not exhaustive. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business. The risk factors should be read in conjunction with the financial statements and notes to the financial statements included elsewhere in this Form8-K.

The Company may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy its obligations under applicable debt instruments, which may not be successful.

As of February28, 2017, the Company had approximately $295.0 million of indebtedness outstanding. Its ability to make scheduled payments on or to refinance its indebtedness obligations depends on its financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond its control. The Company may not be able to maintain a level of cash flows from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on its indebtedness.

If the Companys cash flows and capital resources are insufficient to fund debt service obligations, the Company may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital or restructure or refinance indebtedness. The Companys ability to restructure or refinance indebtedness will depend on the condition of the capital markets and its financial condition at such time. Any refinancing of indebtedness could be at higher interest rates and may require the Company to comply with more onerous covenants, which could further restrict business operations. The terms of existing or future debt instruments may restrict the Company from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on outstanding indebtedness on a timely basis would likely result in a reduction of the Companys credit rating, which could harm its ability to incur additional indebtedness. In the absence of sufficient cash flows and capital resources, the Company could face substantial liquidity problems and might be required to dispose of material assets or operations to meet debt service and other obligations. However, the proceeds of any such disposition may not be adequate to meet any debt service obligations then due.

The Companys leverage and debt service obligations may adversely affect its financial condition, results of operations, business prospects and ability to make payments on its debt obligations.

As of February28, 2017, the Company had approximately $295.0 million of indebtedness outstanding. The Companys level of indebtedness could adversely affect it in several ways, including the following:

require the Company to dedicate a substantial portion of its cash flow from operations to service its existing debt, thereby reducing the cash available to finance its operations and other business activities;

limit managements discretion in operating its business and its flexibility in planning for, or reacting to, changes in its business and the industry in which it operates;

increase its vulnerability to downturns and adverse developments in its business and the economy generally;

limit its ability to access the capital markets to raise capital on favorable terms or to obtain additional financing for working capital, capital expenditures or acquisitions or to refinance existing indebtedness;

place restrictions on its ability to obtain additional financing, make investments, lease equipment, sell assets and engage in business combinations;

make it more likely that a reduction in its borrowing base following a periodic redetermination could require it to repay a portion of its then-outstanding bank borrowings;

make it vulnerable to increases in interest rates as indebtedness under the Companys credit facilities may vary with prevailing interest rates;

place it at a competitive disadvantage relative to competitors with lower levels of indebtedness in relation to their overall size or less restrictive terms governing their indebtedness; and

make it more difficult for it to satisfy its obligations under its debt instruments and increase the risk that it may default on its debt obligations.

Increases in interest rates could adversely affect the Companys business.

The Companys business and operating results can be harmed by factors such as the availability, terms of and cost of capital, increases in interest rates or a reduction in credit rating. These changes could cause the Companys cost of doing business to increase and limit its ability to pursue acquisition opportunities. For example, as of February28, 2017, outstanding borrowings under the Term Loan Facility (as defined in the Original Form8-K) was $250 million, and a 1.0% increase in interest rates would result in an increase in annual interest expense of approximately $2.5 million, assuming the $250 million in debt is outstanding for the full year, before the effects of income taxes. Recent and continuing disruptions and volatility in the global financial markets may lead to a contraction in credit availability impacting its ability to finance its operations. The Company requires continued access to capital. A significant reduction in cash flows from operations or the availability of credit could materially and adversely affect its ability to achieve its planned growth and operating results.

The Company derives a material portion of its revenue from its major customers, the loss of one or more of which could have a material adverse effect on its business.

A material portion of the Companys revenue is generated from its major customers, the loss of one or more of which could have a material adverse effect on the Companys business. In 2016 and 2015, Dasekes top ten customers, based on revenue, accounted for approximately 23% and 33%, respectively, of Dasekes revenue, and Dasekes largest customer accounted for approximately 8% of its revenue in both 2016 and 2015. A material portion of the Companys freight is from customers in the building materials industry, and as such, the Companys results may be more susceptible to trends in construction cycles, which are affected by numerous factors, including rates of infrastructure spending, real estate equity values, interest rates and general economic conditions, than carriers that do not have this concentration.

Economic conditions and capital markets may adversely affect the Companys customers and their ability to remain solvent. The Companys customers financial difficulties can negatively impact the Companys results of operations and financial condition and the Companys ability to comply with the covenants in its debt agreements,

especially if they were to delay or default on payments to the Company. Generally, the Company does not have contractual relationships that guarantee any minimum volumes with customers, and the Company cannot assure you that customer relationships will continue as presently in effect. A reduction in, or termination of, the Companys services by one or more of its major customers could have a material adverse effect on the Companys business and operating results.

The Companys contractual agreements with its owner-operators expose it to risks that it does not face with its company drivers.

The Company relies, in part, upon independent contractor owner-operators to perform the services for which it contracts with customers. Approximately 20% of Dasekes freight was carried by independent contractor owner-operators in 2016. The Companys reliance on independent contractor owner-operators creates numerous risks for the Companys business. For example, the Company provides financing to certain of its independent contractor owner-operators purchasing tractors from the Company. If owner-operators operating the tractors the Company financed default under or otherwise terminate the financing arrangement and the Company is unable to find a replacement owner-operator, the Company may incur losses on amounts owed to it with respect to the tractor in addition to any losses it may incur as a result of idling the tractor. Further, if the Company is unable to provide such financing in the future, due to liquidity constraints or other restrictions, the Company may experience a shortage of owner-operators available to it.

If the Company independent contractor owner-operators fail to meet the Company contractual obligations or otherwise fail to perform in a manner consistent with the Companys requirements, the Company may be required to use alternative service providers at potentially higher prices or with some degree of disruption of the services that the Company provides to customers. If the Company fails to deliver on time, if its contractual obligations are not otherwise met, or if the costs of its services increase, then the Companys profitability and customer relationships could be harmed.

The financial condition and operating costs of the Companys independent contractor owner-operators are affected by conditions and events that are beyond the Companys control and may also be beyond their control. Adverse changes in the financial condition of the Companys independent contractor owner-operators or increases in their equipment or operating costs could cause them to seek higher revenues or to cease their business relationships with the Company. The prices the Company charges its customers could be impacted by such issues, which may in turn limit pricing flexibility with customers, resulting in fewer customer contracts and decreasing the Companys revenues.

Independent contractor owner-operators typically use tractors, trailers and other equipment bearing the Companys trade names and trademarks. If one of the Companys independent contractor owner-operators is subject to negative publicity, it could reflect on the Company and have a material adverse effect on the Companys business, brand and financial performance. Under certain laws, the Company could also be subject to allegations of liability for the activities of its independent contractor owner-operators.

Owner-operators are third-party service providers, as compared to company drivers who are employed by the Company. As independent business owners, the Companys owner-operators may make business or personal decisions that conflict with the Companys best interests. For example, if a load is unprofitable, route distance is too far from home or personal scheduling conflicts arise, an owner-operator may deny loads of freight from time to time. In these circumstances, the Company must be able to timely deliver the freight in order to maintain relationships with customers.

The Companys total assets include goodwill and indefinite-lived intangibles. If the Company determines that these items have become impaired in the future, net income could be materially and adversely affected.

As of December31, 2016, Daseke had recorded goodwill of $89.0 million and indefinite-lived intangible assets of $30.1 million, net of accumulated amortization. Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. In accordance with Financial Accounting Standards Board

Accounting Standards Codification, Topic 350, Intangibles Goodwill and Other, the Company tests goodwill and indefinite-lived intangible assets for potential impairment annually and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount. Any excess in carrying value over the estimated fair value is charged to the Companys results of operations. Further, the Company may never realize the full value of its intangible assets. Any future determination requiring the write-off of a significant portion of intangible assets could have an adverse effect on the Companys financial condition and results of operations. If there are changes to the methods used to allocate carrying values, if managements estimates of future operating results change, if there are changes in the identified reporting units or if there are changes to other significant assumptions, the estimated carrying values and the estimated fair value of the Companys goodwill and long-lived assets could change significantly, and could result in future non-cash impairment charges, which could materially impact its results of operations and financial condition for any such future period.

Selected Historical Consolidated Financial and Other Data of Daseke

The following selected historical consolidated financial information is provided to assist in the analysis of Daseke financial performance. The table below provides Dasekes revenue, net income (loss), Adjusted EBITDA and free cash flow for the years ended December31, 2016, 2015, 2014, 2013, 2012, 2011, 2010 and 2009 on a historical basis. The historical revenue, net income (loss), Adjusted EBITDA and free cash flow for the years ended December31, 2013, 2012, 2011, 2010 and 2009 are derived from Dasekes audited historical consolidated financial statements not included in this Form8-K. The historical revenue, net income (loss), Adjusted EBITDA and free cash flow for the years ended December31, 2016, 2015 and 2014 are derived from Dasekes audited historical consolidated financial statements included elsewhere in this Form8-K.

		YearEndedDecember31,
(inthousands)
Total revenue		$	651,802		$	678,845		$	542,711		$	206,543		$	119,520		$	49,958		$	39,760		$	30,324
Net income (loss)		$	(12,279	)	$	3,263		$	1,300		$	(2,976	)	$	3,151		$	2,976		$	1,263		$	(381	)
Adjusted EBITDA(1)		$	88,240		$	97,304		$	70,346		$	23,905		$	19,179		$	9,289		$	7,330		$	6,455
Free cash flow (1)		$	56,571		$	30,335		$	(332	)	$	3,180		$	(412	)	$	4,942		$	5,754		$	5,907

(1) Adjusted EBITDA and free cash flow are not recognized measures under GAAP. For a definition of Adjusted EBITDA and free cash flow and a reconciliation of Adjusted EBITDA and free cash flow to net income (loss), see Managements Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market RiskNon-GAAP Financial Measures below.

The following table sets forth selected historical consolidated financial and other data as of and for the years ended December31, 2016, 2015 and 2014. Such financial data are derived from Dasekes audited consolidated financial statements included elsewhere in this Form8-K. The historical results presented below and above are not necessarily indicative of the results to be expected for any future period and should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk below and Dasekes audited consolidated financial statements and the related notes appearing elsewhere in this Form8-K.

		YearEndedDecember31,
(Dollarsinthousands,exceptshareandpersharedata)
Consolidated statement of operations data:
Total revenue		$	651,802		$	678,845		$	542,711
Operating expenses:
Salaries, wages and employee benefits		197,789			178,703			132,205
Fuel		66,865			70,296			88,031
Operations and maintenance		96,100			98,734			59,274
Purchased freight		154,054			181,985			150,654
Taxes and licenses		9,222			9,228			7,304
Insurance and claims		19,114			19,655			15,446
Depreciation and amortization		67,500			63,573			48,575
(Gain) loss on disposition of revenue property and equipment		(116		)	(2,184		)
Impairments		2,005						1,838
Other operating expenses		28,636			27,847			19,631
Total operating expenses		641,169			647,837			523,892
Income from operations		10,633			31,008			18,819
Interest expense		23,124			20,602			15,978
Other income		(375		)	(320		)	(243		)
Total other expense		22,749			20,282			15,735
Income (loss) before provision for income taxes		(12,116		)	10,726			3,084
Provision for income taxes					7,463			1,784
Net income (loss)		$	(12,279	)	$	3,263		$	1,300
Dividends declared per preferred share		$	75.00		$	75.00		$	75.00
Net income (loss) available to common stockholders		$	(17,049	)	$	(1,473	)	$
Basic net income (loss) per common share		$	(117.18	)	$	(10.13	)	$	2.02
Diluted net income (loss) per common share		$	(117.18	)	$	(10.13	)	$	1.94
Basic weighted average common shares outstanding		145,495			145,495			134,581
Diluted weighted average common shares outstanding		145,495			145,495			140,280
Consolidated balance sheet data (at end of period):
Cash		$	3,695		$	4,886		$	2,406
Property and equipment, net		$	318,747		$	354,535		$	303,515
Total assets		$	570,235		$	627,607		$	509,922
Current liabilities		$	92,398		$	109,669		$	89,224
Working capital(1)		$	36,282		$	42,538		$	41,401
Long-term debt and other long-term liabilities		$	374,774		$	397,888		$	313,583
Total stockholders equity		$	103,063		$	120,050		$	107,115
Other financial data (unaudited):
Adjusted EBITDA(2)		$	88,240		$	97,304		$	70,346
Adjusted EBITDAR(2)		$	101,177		$	106,261		$	76,641
Adjusted EBITDA Margin(2)		13.5		%	14.3		%	13.0		%
Free cash flow(2)		$	56,571		$	30,335		$	(332	)
Operating ratio		98.4		%	95.4		%	96.5		%
Adjusted operating ratio(2)		95.6		%	93.0		%	93.4		%
Operating statistics (unaudited):
Total miles		246,989,374			230,923,639			192,226,156
Company-operated tractors		2,304			2,267			1,878
Owner-operated tractors
Number of trailers		6,347			5,977			5,515

(1) Working capital is defined as current assets (excluding cash) less current liabilities (excluding the current portion of long-term debt).

(2) Adjusted EBITDA, Adjusted EBITDAR, Adjusted EBITDA Margin, free cash flow and adjusted operating ratio are not recognized measures under GAAP. For a definition of Adjusted EBITDA, Adjusted EBITDAR, Adjusted EBITDA Margin, free cash flow and adjusted operating ratio, a reconciliation of Adjusted EBITDA, Adjusted EBITDAR and free cash flow to net income (loss) and a reconciliation of operating ratio to operating ratio, see Managements Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market RiskNon-GAAP Financial Measures below.

Unaudited Pro Forma Condensed Combined Financial Information

The following unaudited pro forma condensed combined financial statements give effect to the Business Combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 805, Business Combinations (ASC 805). The Business Combination will be accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, Hennessy Capital will be treated as the acquired company for financial reporting purposes. This determination was primarily based on Daseke comprising the ongoing operations of the combined company, Dasekes senior management comprising the senior management of the combined company, and Daseke stockholders having a majority of the voting power of the combined company. For accounting purposes, Daseke will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Daseke (i.e., a capital transaction involving the issuance of stock by Hennessy Capital for the stock of Daseke). Accordingly, the consolidated assets, liabilities and results of operations of Daseke will become the historical financial statements of the combined company, and

Hennessy Capitals assets, liabilities and results of operations will be consolidated with Daseke beginning on the acquisition date.

The historical consolidated financial information has been adjusted in these unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1)directly attributable to the Business Combination and the proposed related financing transactions, (2)factually supportable, and (3)with respect to the statements of operations, expected to have a continuing impact on the post-combination company. The unaudited pro forma condensed combined balance sheet is based on the historical audited consolidated balance sheet of Daseke, and the audited balance sheet of Hennessy Capital, as of December31, 2016 and has been prepared to reflect the Business Combination and the proposed related financing transactions as if they occurred on December31, 2016. The unaudited pro forma condensed combined statement of operations for the year ended December31, 2016 combines the historical results of operations of Daseke together with the historical results for Hennessy Capital for the year ended December31, 2016, giving effect to the Business Combination and the proposed related financing transactions as if they occurred on January1, 2016.

The unaudited pro forma condensed combined statement of operations information for the year ended December31, 2016 was derived from Dasekes audited consolidated statement of operations and comprehensive loss for the year ended December31, 2016 and Hennessy Capitals audited statement of operations for the year ended December31, 2016 included elsewhere in this Current Report on Form8-K/A.

On January5, 2017, Hennessy Capital consummated a transaction in which it received a $5 million release fee in exchange for releasing a party from a non-circumvention agreement with Hennessy Capital that was associated with a planned business combination with a third party that was not consummated. In connection with the receipt of this payment by Hennessy Capital, Hennessy Capital paid down approximately $6.6 million of liabilities accrued in connection with that business combination that did not close. The payment and settlement of these liabilities in January2017 is not reflected in the unaudited pro forma condensed combined balance sheet because it is not related to the Business Combination.

These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would actually have been obtained had the Business Combination and the proposed related financing transactions been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The combined company will incur additional costs after the Business Combination in order to satisfy its obligations as a fully reporting public company. In addition, we anticipate the adoption of various stock compensation plans or programs (including the Incentive Plan) that are typical for employees, officers and directors of public companies. No adjustment to the unaudited pro forma statement of operations has been made for these items as they are not directly related to the Business Combination and amounts are not yet known.

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes and the sections entitled Daseke Managements Discussion and Analysis of Financial Condition and Results of Operations, Hennessy Capital Managements Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements and notes thereto of Daseke and Hennessy Capital, included elsewhere in this Form8-K or in the Proxy Statement.

The unaudited pro forma condensed combined financial statements have been prepared based on: (i)11,616,990 shares of Hennessy Capital common stock redeemed at the Closing ($116.2 million) to Hennessy Capitals pre-Business Combination certificate of incorporation of Hennessy Capital, (ii)$65.0 million of SeriesA Preferred Stock issued in connection with Preferred Financing at the Closing and the refinancing of certain Daseke long-term debt with a new $250.0 million term loan.

Unaudited Pro Forma Condensed Combined Balance Sheet As of December31, 2016 (In thousands)

		Hennessy Capital Acquisition Corp.II			Daseke and Subsidiaries			ProForma Adjustments			Footnote Reference		ProForma Combined
ASSETS
Current assets
Cash and cash equivalents		$			$	3,695		$	199,599		3a		$	36,476
											3a
								236,000			3a
								(293,455		)	3a
								(116,170		)	3b
								(36,168		)	3c
								(23,000		)	3d
											3d
								65,000			3e
Accounts receivable, net					54,177								54,177
Current portion of net investment in sales-type leases					3,516								3,516
Prepaid expenses and other assets					18,322								18,366
Total current assets		$			$	79,710		$	32,190				$	112,535
Cash and investments held in Trust Account		199,783						(199,599		)	3a
								(184		)	3a
Property and equipment, net					318,747								318,747
Other intangible assets, net					71,653								71,653
Goodwill					89,035								89,035
Other long term assets					11,090								11,090
TOTAL ASSETS		$	200,418		$	570,235		$	(167,593	)			$	603,060
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities
Current maturities of long-term debt		$			$	52,665		$	(52,665	)	3a		$	2,500
								2,500			3a
Accounts payable					5,954								6,282
Accrued compensation					7,835								7,835
Accrued expenses and taxes		8,062			16,104			(2,600		)	3d		21,566
Accrued insurance and claims and other current liabilities					9,840								9,840
Total current liabilities		$	8,390		$	92,398		$	(52,765	)			$	48,023
Long-term liabilities
Deferred underwriters fee		7,185						(7,185		)	3d
Long-term debt, net of current maturities					215,230			(174,347		)	3a		278,500
								4,117			3a
								233,500			3a
Long-term deferred tax liability and other					93,101								93,101
Subordinated debt					66,443			(66,443		)	3a
Common stock subject to possible redemption		179,843						(179,843		)	3d
Stockholders Equity
Preferred stock								65,000			3e		65,000
								(1		)	3e
Common stock											3c
											3d
								(1		)	3e
Additional paid-in-capital		14,752			117,807			266,651			3c		$	150,959
								(36,168		)	3c
								179,842			3d
								(9,753		)	3d
								(266,653		)	3c
											3e
								(116,170		)	3b
											3d
Accumulated deficit		(9,753		)	(14,694		)	(4,117		)	3a		(32,475		)
								(16,464		)	3d
											3d
								2,600			3d
								9,753			3e
Accumulated other comprehensive loss					(52		)						(52		)
Total stockholders equity		$	5,000		$	103,063		$	73,373				$	183,436
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY		$	200,418		$	570,235		$	(167,593	)			$	603,060

See accompanying notes to unaudited pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended December31, 2016 (In thousands, except for per share information)

		Hennessy Capital Acquisition Corp.II			Daseke and Subsidiaries			ProForma Adjustments forthe Business Combination			Footnote Reference		ProForma Combined
Net revenue		$			$	651,802		$					$	651,802
Operating expenses:
Operations expenses					390,617								390,617
Purchased freight					154,054								154,054
Depreciation and amortization					67,500								67,500
Selling, general and administrative expenses		9,991			26,993			(10,052		)	4a		26,932
Impairment loss					2,005								2,005
Total operating expenses		9,991			641,169			(10,052		)			641,108
Income from operations		(9,991		)	10,633			10,052					10,694
Other income (expense):
Interest and other income								(508		)	4b
Interest and financing costs					(23,124		)	(18,200		)	4c		(19,700		)
								21,624			4c
Total other income (expense)					(22,749		)	2,916					(19,325		)
Income (loss) before income taxes		(9,483		)	(12,116		)	12,968					(8,631		)
Provision (benefit) for income taxes					(163		)	(1,362		)	4c		(1,525		)
Net income (loss)		(9,483		)	(12,279		)	11,606					(10,156		)
Less: Dividends to preferred stockholders					(4,770		)	4,770			4d
Net income (loss) available to common stockholders		$	(9,483	)	$	(17,049	)	$	16,376				$	(10,156	)
Earnings (loss) per share available to common stockholders		$	(1.46	)									$	(0.27	)
Weighted average shares outstanding Basic and diluted		6,490,000						31,226,000			5a		37,716,000

See accompanying notes to unaudited pro forma condensed combined financial information.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Description of Transaction

to the Merger Agreement and the transactions contemplated thereby, on February27, 2017, Hennessy Capital consummated the acquisition of all of the outstanding capital stock of Daseke through a merger of a wholly owned subsidiary of the Company with and into Daseke, with Daseke surviving such merger as a direct wholly owned subsidiary of the Company.

The aggregate merger consideration paid upon the closing of the Business Combination (the Closing Merger Consideration) was $266.7 million comprised of an aggregate of 26,665,330 newly issued shares of Hennessy Capital common stock at a value of $10.00 per share. The Closing Merger Consideration was determined to the Merger Agreement and equaled the sum of (i)(a)$626 million, plus (b)approximately $1.8 million of adjusted Daseke cash, minus (c)approximately $341.2 million of Daseke indebtedness, approximately $0.3 million of unpaid income taxes, and approximately $36.2 million (the Main Street and Prudential Consideration) for payment to Main Street Capital II, LP, Main Street Mezzanine Fund, LP and Main Street Capital Corporation (collectively, Main Street) and Prudential Capital Partners IV, L.P., Prudential Capital Partners (Parallel Fund) IV, L.P. and Prudential Capital Partners Management Fund IV, L.P. (collectively, Prudential) and approximately $4.2 million of transaction fees and expenses, in each case estimated as of the end of the day immediately preceding the closing date, divided by (d)$10.00, plus (ii)the 2,079,042 shares forfeited by the HCAC Sponsor in the Sponsor Share Forfeiture (as defined and further discussed below). to the letter agreement, dated December22, 2016, among Hennessy Capital, Daseke, The Walden Group, Main Street and Prudential regarding, among other things, the conditional waiver of Main Streets and Prudentials respective put rights on their shares of Daseke common stock in exchange for aggregate consideration in an amount equal to the Main Street and Prudential Consideration in accordance with the terms and conditions of such agreement, Hennessy Capital repurchased all Daseke shares held by Main Street and Prudential immediately prior to closing for aggregate cash consideration of approximately $36.2 million. All other Daseke stockholders received all-stock consideration upon closing of the Business Combination consisting of newly issued shares of Hennessy Capital common stock (at a value of $10.00 per share) with an aggregate value equal to the Closing Merger Consideration.

In addition, the Merger Agreement contains an earn-out provision to which we may potentially issue up to 15 million additional shares of our common stock to Daseke stockholders for the achievement of specified share price thresholds and annualized Adjusted EBITDA (giving effect to acquisitions and as defined in the Merger Agreement) targets for the fiscal years ending December31, 2017, 2018 and 2019 (the Earn-Out Consideration). The Earn-Out Consideration is payable entirely in newly issued shares of Hennessy Capital common stock.

In order to ensure sufficient funds (after redemptions) to refinance certain existing Daseke indebtedness, pay transaction fees and expenses and use for general corporate purposes, at closing, the Company sold 650,000 shares of its SeriesA Preferred Stock in a private placement for an aggregate purchase price of $65.0 million (referred to herein as the Preferred Financing) and consummated a $350.0 million debt financing (the Debt Financing), consisting of a $250.0 million senior secured term loan that was fully drawn at closing and a $100.0 million delayed drawn term loan that may be drawn within a 12-month period from closing of the Business Combination. At closing, the Company also refinanced its existing revolving credit facility with the ABL Facility.

In addition, Hennessy Capital received commitments from investors in the Backstop Commitment to purchase up to $35.0 million in shares of Company common stock (as and to the extent requested by Hennessy Capital) to help ensure that the Company received sufficient funds from our trust account after redemptions to (among other things) fund the payment of the Main Street and Prudential Consideration. On February24, 2017, Hennessy Capital exercised the Backstop Commitment in full, and the Backstop Commitment investors purchased an aggregate of $35.0 million in shares of Hennessy Capital common stock through open market or privately negotiated transactions with third parties at a purchase price of up to $10.00 per share.

In order to facilitate the Business Combination, HCAC Sponsor forfeited more than half of its founder shares (resulting in 1,848,043 remaining founder shares held by HCAC Sponsor) for the benefit of Daseke stockholders and, to a lesser extent, for the benefit of investors in the Backstop Commitment and in connection with the payment of certain deferred underwriting discounts and fees to the underwriters (the Underwriters) of

Hennessy Capitals July2015 initial public offering (the IPO). Prior to the closing of the Business Combination, HCAC Sponsor forfeited to the Company 2,079,042 founder shares, and the Company issued an equivalent number of newly issued shares of Hennessy Capital common stock to Daseke stockholders as part of the Closing Merger Consideration (which Sponsor forfeiture and new issuance to Daseke stockholders is referred to collectively herein as the Sponsor Share Forfeiture). In addition, prior to closing, HCAC Sponsor forfeited 391,892 founder shares in connection with the Backstop Commitment and an additional 231,000 founder shares in connection with the payment of deferred underwriting discounts and fees to the Underwriters. At closing, in addition to the shares issued to Daseke stockholders as part of the Closing Merger Consideration, the Company also issued 419,669 newly issued shares of Company common stock (including 27,777 shares issued in consideration for the reduction of certain financial advisory fees) in the aggregate to the Backstop Commitment investors (such shares are referred to in the Backstop and Subscription Agreements and the Proxy Statement as Utilization Fee Shares).

Following the consummation of the Business Combination on February27, 2017, there were 37,715,960 shares of Company common stock issued and outstanding, including 26,665,330 shares issued to former Daseke stockholders to the Merger Agreement and 8,342,918 public shares (issued in the IPO) of Company common stock remaining outstanding following redemptions.

The following pro forma information has been prepared based on: (i)11,616,990 shares of Hennessy Capital common stock redeemed at closing (for a total cash payment of $116.2 million) to the terms of Hennessy Capitals pre-Business Combination certificate of incorporation; (ii)26,665,330 shares of Company common stock issued to former Daseke stockholders to the Merger Agreement; (iii)419,669 shares of Company common stock issued to the Backstop Commitment investors; (iv)650,000 shares of 7.625% SeriesA Convertible Preferred Stock of the Company issued in connection with the Preferred Financing for aggregate proceeds of $65.0 million; (v)the cash payment of Company and Hennessy Capital transaction fees and expenses including approximately $36.2 million of Main Street and Prudential Consideration and (vi)the payment of approximately $296.4 million of existing Daseke indebtedness (including approximately $1.8 million of interest and penalties) from, among other sources, the net proceeds of the Closing Date Term Loan.

2. Basis of Presentation

The Business Combination will be accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, Hennessy Capital will be treated as the acquired company for financial reporting purposes. This determination was primarily based on Daseke comprising the ongoing operations of the combined company, Dasekes senior management comprising the senior management of the combined company and Daseke stockholders having a majority of the voting power of the combined company. For accounting purposes, Daseke will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Daseke (i.e., a capital transaction involving the issuance of stock by Hennessy Capital for the stock of Daseke). Accordingly, the consolidated assets, liabilities and results of operations of Daseke will become the historical financial statements of the combined company, and Hennessy Capitals assets, liabilities and results of operations will be consolidated with Daseke beginning on the Closing Date.

The unaudited pro forma condensed combined balance sheet as of December31, 2016 was derived from Dasekes audited consolidated balance sheet, and Hennessy Capitals audited balance sheet, each as of December31, 2016. The unaudited pro forma condensed combined balance sheet as of December31, 2016 assumes that the Business Combination and the related proposed financing transactions were completed on December31, 2016.

The unaudited pro forma condensed combined statement of operations information for the year ended December31, 2016 was derived from Dasekes audited consolidated statement of operations and comprehensive loss for the year ended December31, 2016 and Hennessy Capitals audited statement of operations for the year ended December31, 2016 and gives pro forma effect to the Business Combination and the related proposed financing transactions as if they had occurred on January1, 2016.

3. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

The pro forma adjustments to the unaudited combined pro forma balance sheet consist of the following:

(a) Reflects cash funding and debt repayment as follows: (i)the transfer of $199.6 million from HennessyCapitals trust account, (ii)the transfer of $184 thousand from Hennessy Capitals trust account for the payment of taxes and working capital, (iii)the proceeds from the new $250.0 million term loan facility, net of approximately $14.0 million of financing costs including original issue discount of approximately $3.5 million and placement fees and expenses of approximately $10.5 million, and reflecting approximately $2.5 million as current portion of long-term debt, (iv)the repayment of approximately $293.4 million of the existing $338.4 million of debt together with the write off of deferred financing costs of approximately $4.1 million. Excluded from the repayment is approximately $45.0 million of equipment financing and real estate debt that remains outstanding.

(b) Represents 11,616,990 common shares ($116.2 million) redeemed on the closing date.

(c) Reflects the payment of purchase price as follows: $266.7 million in fair value of approximately 26,665,000 shares of common stock valued at $10.00 per share and, payment of approximately $36.2 million for the payment of the Main Street and Prudential Consideration.

The Merger Agreement contains an earn-out provision to which the Company may issue up to 15 million additional shares of its common stock to Daseke stockholders for the achievement of specified share price thresholds and annualized Adjusted EBITDA (giving effect to acquisitions and as defined in the Merger Agreement) targets for the fiscal years ending December31, 2017, 2018 and 2019. The earn-out shares are to be issued contingent on future performance of the post combination company and, therefore, have not been recorded in the unaudited pro forma condensed combined financial statements.

(d) Reflects other transaction effects including: (i)the payment of transaction costs associated with the Business Combination which are estimated to be approximately $37.0 million in total for both parties, including approximately $14.0 million of financing costs associated with the Debt Financing (including approximately $3.5 million of original issue discount on the Debt Financing) and approximately $7.2 million of deferred underwriting discounts and fees from the IPO (IPO fees) which were due upon consummation of the Business Combination, less the waiver of approximately $0.65 million of IPO fees and (ii)the elimination of 18,932,591 shares of common stock subject to possible redemption. This adjustment reflects the elimination of Hennessy Capitals retained earnings and Dasekes par value of common and preferred stock upon consummation of the Business Combination. Also includes the adjustment to cash, accrued expenses and retained earnings for transaction expenses paid or accrued at December31, 2016 including approximately $0.2 million of cash, and approximately $2.6 million of transaction costs included in accrued expenses (including $1.6 million at Hennessy Capital and $1.0 million at Daseke).

(e) Represents the issuance of 650,000 shares of SeriesA Preferred Stock at a per share purchase price of $100, for gross proceeds in the amount of $65.0 million. Each share of SeriesA Preferred Stock will be convertible into shares of common stock at a conversion price of $11.50. The unaudited pro forma combined balance sheet does not assume conversion of the SeriesA Preferred Stock. If the SeriesA Preferred Stock were to be converted into shares of common stock, the impact on the unaudited pro forma condensed unaudited balance sheet as of December31, 2016 would be as follows:

		(inthousandsofdollars)
Lineitem		ProForma Combined			Adjustedforthe Conversion
Convertible preferred stock		$	65,000		$
Common stock		$			$
Additional paid-in-capital		$	150,959		$	215,959
Stockholders equity		$	183,436		$	183,436

4. Notes and Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments to the unaudited condensed combined pro forma statements of operations consist of the following:

(a) Elimination of Hennessy Capitals costs to locate a potential acquisition target, and costs of the Business Combination incurred by Hennessy Capital ($9.1 million) and Daseke (1.0 million) at December31, 2016.

(b) Elimination of interest income on the Hennessy Capital trust assets.

(c) Addition of incremental interest expense on the Debt Financing, entered into in connection with the Business Combination calling for an aggregate commitment of up to $350.0 million, $250 million of which was drawn on at Closing and the remainder, $100 million, is a delayed draw down term loan, as well as a $70.0 million asset-based revolving credit facility. The interest rate on the Debt Financing is LIBOR (with a floor of 1%) plus 5.5% and was approximately 6.5% at Closing. Therefore, the condensed combined pro forma statement of operations contains an adjustment for approximately $18.2 million annually representing approximately $16.2 million of annual interest at 6.5% on the pro forma outstanding debt of approximately $250.0 million plus approximately $2.0 million of annual amortization of approximately $14.0 million of original issue discount on, and financing costs of, the Debt Financing assuming the debt was outstanding at January1, 2016. Each 0.125% change in the interest rate would generate an approximately $313 thousand change in interest expense.

In addition, the condensed combined pro forma statement of operations also contains an adjustment for approximately $21.6 million for the year ended December31, 2016 to eliminate interest expense on the portion of the existing Daseke debt of $293.7 million (which excludes approximately $45 million of equipment and real estate debt that was not repaid at the Closing). Further, the condensed combined pro forma statement of operations contains an adjustment for the related effect on income tax expense (approximately $1.4 million for the year ended December31, 2016) applied to the incremental change in interest expense, plus the 2016 Daseke transaction costs, using a tax rate of approximately 35%.

(d) Reflects elimination of dividends paid on Daseke preferred stock which was converted to common stock on a one-for-one basis immediately prior to closing of the Business Combination.

5. Earnings per Share

The pro forma adjustments to the unaudited combined pro forma statement of operations earnings per share consist of the following.

(a) The unaudited pro forma condensed combined basic and diluted earnings per share calculations are based on the historical Hennessy Capital weighted average number of shares outstanding of 6,490,000 for the year December31, 2016, adjusted by: (a)18,459,885 shares to increase the weighted average share amount to 24,949,885 at December31, 2016, representing the total number of shares outstanding as of that date inclusive of the shares that are no longer subject to possible redemption as a result of the Business Combination, (b)26,665,330 shares issued upon Closing (including 2,079,042 shares issued in respect of the Sponsor Share Forfeiture), (c)11,616,990 shares redeemed by public stockholders upon closing of the Business Combination (d)419,669 common shares issued to the Backstop Commitment investors (including 27,777 shares issued in consideration for the reduction of certain financial advisory fees) and (e)2,701,934 founder shares forfeited to the Company by HCAC Sponsor, including 2,079,042 founder shares in respect of the Sponsor Share Forfeiture (for the benefit of the Daseke stockholders), 391,892 founder shares in connection with the Backstop Commitment (for the benefit of the Backstop Commitment investors) and 231,000 founder shares in connection with the payment of certain deferred underwriting discounts and fees to the IPO Underwriters, as follows (share amounts rounded to nearest thousand):

		Yearended December31,2016
Weighted average shares reported		6,490,000
Add: Redeemable/IPO shares		18,460,000
Closing Merger Consideration payable in stock		26,665,000
Shares issued to the Backstop Commitment investors		420,000
Less: Shares Redeemed		(11,617,000	)
Founder Shares Forfeited by HCAC Sponsor		(2,702,000	)
Subtotal Added		31,226,000
Weighted average shares pro forma		37,716,000

There are currently 35,040,664 warrants outstanding to purchase up to a total of 17,520,332 shares. Additionally, the 650,000 shares of 7.65% SeriesA Convertible Preferred Stock issued at the Closing are currently convertible into 5,652,174 shares of common stock. Because the warrants are exercisable and the shares of 7.65% SeriesA Convertible Preferred Stock are convertible at per share amounts exceeding the current market price of our common stock and the approximate per share redemption price of $10.00, the warrants and SeriesA Convertible Preferred Stock are considered antidilutive and any shares that would be issued upon exercise of the warrants or conversion of the shares of 7.65% SeriesA Convertible Preferred Stock are not included in earnings per share.

Managements Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk

The following discussion and analysis should be read in conjunction with Dasekes audited consolidated financial statements and the related notes appearing elsewhere in this Form8-K. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside the Companys control. The Companys actual results could differ materially from those discussed in these forward-looking statements. See Cautionary Note Regarding Forward-Looking Statements above.

Introduction

The Company is a leading provider of transportation and logistics solutions focused exclusively on open deck freight in North America. The transportation and logistics market is one of the largest industries in the United States. The open deck freight market is expected to represent an approximately $133 billion subset of the broader transportation and logistics market in 2016. The U.S. open deck freight market is expected to grow to approximately $150 billion in 2017-2018 and to approximately $174 billion in 2019.

The Company believes it is the largest owner of open deck equipment and the second largest provider of flatbed, open deck transportation and logistics solutions by revenue in North America. The Company delivers a comprehensive and diverse offering of flatbed and specialized transportation and logistics solutions to approximately 3,600 customers across 49 U.S. states, Canada and Mexico through two reportable segments: Flatbed Solutions and Specialized Solutions. The Flatbed Solutions segment focuses on delivering transportation and logistics solutions that principally require the use of flatbed and retractable-sided transportation equipment, and the Specialized Solutions segment focuses on delivering transportation and logistics solutions that principally include super heavy haul, high-value customized, over-dimensional, step deck and removable gooseneck trailer solutions. The Flatbed Solutions segment and Specialized Solutions segment generated approximately 47% and 53%, respectively, of revenue in 2016.

Since beginning operations in 2009, the Company has established a track record of growing its business both organically and through strategic and complementary acquisitions, having successfully completed the acquisition and integration of nine companies during such period. In 2016, Daseke generated revenue of approximately $652 million, compared to $30 million in 2009 (its first year of operation), reflecting a CAGR of approximately 55%.

Both of the Companys reportable segments operate highly flexible business models comprised of

company-owned tractors and asset-light operations (which consist of owner-operator transportation and freight brokerage). The Companys asset-based operations have the benefit of providing shippers with certainty of delivery and continuity of operations. Alternatively, the Companys asset-light operations offer flexibility and scalability to meet customers dynamic needs and have lower capital expenditure requirements and fixed costs. Approximately 66% of 2016 freight and brokerage revenue was derived from company-owned equipment and approximately 34% was derived from asset-light services.

How The Company Evaluates Its Operations

The Company uses a number of primary indicators to monitor its revenue and expense performance and efficiency, including Adjusted EBITDA, Adjusted EBITDAR, free cash flow and adjusted operating ratio, and its key drivers of revenue quality, growth, expense control and operating efficiency. Adjusted EBITDA, Adjusted EBITDAR, free cash flow and adjusted operating ratio are not recognized measures under GAAP and should not be considered alternatives to, or more meaningful than, net income (loss), cash flows from operating activities, operating income, operating ratio, operating margin or any other measure derived in accordance with GAAP. See Non-GAAP Financial Measures for more information on the Companys use of these non-GAAP measures, as well as a description of the computation and reconciliation of the Companys Adjusted EBITDA, Adjusted EBITDAR and free cash flow to net income (loss) and adjusted operating ratio to operating ratio.

Revenue

The Company records three types of revenue: freight, brokerage and fuel surcharge. Freight revenue is generated by hauling freight for the Companys customers using its trucks or its owner-operators equipment. Generally, the Companys customers pay for its services based on the number of miles in the most direct route between pick-up and delivery locations and other ancillary services the Company provides. Freight revenue is the product of the number of revenue-generating miles driven and the rate per mile the Company receives from customers plus accessorial charges, such as loading and unloading freight for its customers, cargo protection, fees for detaining its equipment or fees for route planning and supervision. Freight revenue is affected by fluctuations in North American economic activity as well as changes in specific customer demand, the level of capacity in the industry and driver availability.

The Companys brokerage revenue is generated primarily by its use of third-party carriers when it needs capacity to move its customers loads. The main factor that affects brokerage revenue is the availability of the Companys drivers and owner-operators (and hence the need for third-party carriers) and the rate for the load. Brokerage revenue is also affected by fluctuations in North American economic activity as well as changes in the level of capacity in the industry and driver availability.

Fuel surcharges are designed to compensate the Company for fuel costs above a certain cost per gallon base. Generally, the Company receives fuel surcharges on the miles for which it is compensated by customers. However, the Company continues to have exposure to increasing fuel costs related to empty miles, fuel efficiency due to engine idle time and other factors and to the extent the surcharge paid by the customer is insufficient. The main factors that affect fuel surcharge revenue are the price of diesel fuel and the number of loaded miles. In general, a declining energy and fuel price environment, such as in 2015 and most of 2016, negatively affects the Companys fuel surcharge revenues, and conversely, an environment with rising fuel and energy prices benefits its fuel surcharge revenues. Although the Companys surcharge programs vary by customer, they typically involve a computation based on the change in national or regional fuel prices. The Companys fuel surcharges are billed on a lagging basis, meaning it typically bills customers in the current week based on a previous weeks applicable index. Therefore, in times of increasing fuel prices, the Company does not recover as much as it is currently paying for fuel. In periods of declining prices, the opposite is true. Also, its fuel surcharge programs typically require a specified minimum change in fuel cost to prompt a change in fuel surcharge revenue. Therefore, many of these programs have a time lag between when fuel costs change and when the change is reflected in fuel surcharge revenue.

Expenses

The Companys most significant expenses vary with miles traveled and include driver wages, services purchased from owner-operators and other transportation providers (which are recorded on the Purchased freight line of Dasekes consolidated statements of operations) and fuel. Although driver-related expenses vary with miles traveled, the Company currently expects that its expenses relating to driver wages, as a percentage of operating revenues, will increase in the near-term, with or without changes in total miles, due to expected increases in average driver wages paid per mile in the general trucking industry. The expected increases in driver wages per mile are due to current market conditions caused by a lack of qualified drivers in the industry.

Maintenance and tire expenses and cost of insurance and claims generally vary with the miles the Company travels but also have a controllable component based on safety improvements, fleet age, efficiency and other factors. The Companys primary fixed costs are depreciation of long-term assets (such as tractors, trailers and terminals), interest expense, rent and non-driver compensation.

The Companys fuel surcharge programs help to offset increases in fuel prices but typically do not offset empty miles, idle time and out of route miles driven. As discussed above under Revenue, its fuel surcharge programs have a time lag between when fuel costs change and when the change is reflected in fuel surcharge revenue. Due to this time lag, the Companys fuel expense, net of fuel surcharge, negatively impacts its operating income during periods of sharply rising fuel costs and positively impacts its operating income during periods of falling fuel costs. In general, due to the fuel surcharge programs, its operating income is less negatively affected by an environment with higher, stable fuel prices than an environment with lower fuel prices. In addition to its fuel surcharge programs, the Company believes the most effective protection against fuel cost increases is to maintain a fuel-efficient fleet by incorporating fuel efficiency measures. Also, the Company has arrangements with some of its significant fuel suppliers to buy the majority of its fuel at contracted pricing schedules that fluctuate with the market price of diesel fuel. The Company has not used derivatives as a hedge against higher fuel costs in the past but continues to evaluate thispossibility.

Factors Affecting the Comparability of Dasekes Financial Results

Acquisitions

The comparability of Dasekes results of operations among the periods presented is impacted by the acquisitions listed below, which were completed in 2015. Also, as a result of the below acquisitions, Dasekes historical results of operations may not be comparable or indicative of future results.

Bulldog Acquisition Effective as of July1, 2015, Daseke acquired (the Bulldog Acquisition) all of the capital stock of Bulldog Hiway Express (Bulldog) to expand its presence in the Southeast and in the automotive, port intermodal and power generation markets. Bulldog is part of the Companys Specialized Solutions segment.

Hornady Acquisition Effective as of August1, 2015, Daseke acquired (the Hornady Acquisition) all of the capital stock of Hornady Truck Line,Inc. and B.C. Hornady Associates,Inc. (collectively with Hornady Transportation, LLC, the wholly owned operating subsidiary of Hornady Truck Line,Inc., Hornady) to expand its presence in the eastern U.S. and in the building materials and steel markets. Hornady is part of the Companys Flatbed Solutions segment.

We refer to the Bulldog Acquisition and the Hornady Acquisition collectively as the Recent Acquisitions.

Effective as of May1, 2015, Daseke acquired (the Davenport Acquisition) substantially all of the assets of Davenport Transport Rigging, LLC, a provider of heavy-haul and super-heavy and specialized carrier trucking services, to expand its specialized and heavy-haul capabilities. Due to its size, the Davenport Acquisition does not materially affect the comparability of Dasekes results of operations or financial position period-to-period.

The Business Combination

Dasekes historical results of operations may not be comparable or indicative of results after the

consummation of the Business Combination as a result of the following:

Decreased Leverage. As of December31, 2016, after giving pro forma effect to the Business Combination, Daseke would have had approximately $295.0 million of outstanding total indebtedness compared to the actual outstanding total indebtedness of $338.5 million, in each case, prior to debt issuance costs. For the year ended December31, 2016, Dasekes pro forma interest expense would have been approximately $3.4 million lower than its historical interest expense.

Public Company Expenses. The Company incurred, and will continue to incur, direct, incremental general and administrative expense as a result of being a publicly traded company, including, but not limited to, costs associated with annual and quarterly reports to stockholders, tax return preparation, independent auditor fees, investor relations activities, registrar and transfer agent fees, incremental director and officer liability insurance costs and independent director compensation. These direct, incremental general and administrative expenses, which the Companys management estimates will total approximately $0.5 million annually, are not included in Dasekes historical financial results of operations.

Transaction Costs. During the year ended December31, 2016, Daseke expensed $3.5 million of transaction costs related to the Business Combination. There were no such expenses for the year ended December31, 2015.

Results of Operations

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

The following table sets forth items derived from Dasekes consolidated statements of operations for the years ended December31, 2016 and 2015 in dollars and as a percentage of total revenue and the increase or decrease in the dollar amounts of those items.

		YearEndedDecember31,
												Increase(Decrease)
(Dollarsinthousands)		$			%		$			%		$			%
REVENUE:
Freight		$	517,861		79.5		$	506,582		74.6		$	11,279		2.2
Brokerage		87,410			13.4		108,900			16.0		(21,490		)	(19.7	)
Fuel surcharge		46,531			7.1		63,363			9.3		(16,832		)	(26.6	)
Total revenue		651,802			100.0		678,845			100.0		(27,043		)	(4.0	)
OPERATING EXPENSES:
Salaries, wages and employee benefits		197,789			30.3		178,703			26.3		19,086			10.7
Fuel		66,865			10.3		70,296			10.4		(3,431		)	(4.9	)
Operations and maintenance		96,100			14.7		98,734			14.5		(2,634		)	(2.7	)
Communications		1,618			0.2		2,034			0.3		(416		)	(20.5	)
Purchased freight		154,054			23.6		181,985			26.8		(27,931		)	(15.3	)
Administrative expenses		25,250			3.9		21,710			3.2		3,540			16.3
Sales and marketing		1,743			0.3		2,911			0.4		(1,168		)	(40.1	)
Taxes and licenses		9,222			1.4		9,228			1.4		(6		)	(0.1	)
Insurance and claims		19,114			2.9		19,655			2.9		(541		)	(2.8	)
Acquisition-related transaction expenses					*		1,192			0.2		(1,167		)	(97.9	)

		YearEndedDecember31,
												Increase(Decrease)
(Dollarsinthousands)		$			%		$			%		$			%
Depreciation and amortization		67,500			10.4		63,573			9.4		3,927			6.2
Gain on disposition of revenue property/equipment		(116		)	*		(2,184		)	(0.3	)	2,068			(94.7	)
Impairments		2,005			0.3					*		2,005			*
Total operating expenses		641,169			98.4		647,837			95.4		(6,668		)	(1.0	)
Operating ratio		98.4		%			95.4		%
Adjusted operating ratio(1)		95.6		%			93.0		%
INCOME FROM OPERATIONS		10,633			1.6		31,008			4.6		(20,375		)	(65.7	)
Other (income) expense:
Interest income		(44		)	*		(69		)	*					(36.2	)
Interest expense		23,124			3.5		20,602			3.0		2,522			12.2
Other		(331		)	(0.1	)	(251		)	*		(80		)	31.9
Total other expense, net		22,749			3.5		20,282			3.0		2,467			12.2
Income (loss) before provision for income taxes		(12,116		)	(1.9	)	10,726			1.6		(22,842		)	(213.0	)
Provision for income taxes					*		7,463			1.1		(7,300		)	(97.8	)
Net income (loss)		$	(12,279	)	(1.9	)	$	3,263		0.5		$	(15,542	)	(476.3	)

* indicates not meaningful.

(1) Adjusted operating ratio is not a recognized measure under GAAP. For a definition of adjusted operating ratio and reconciliation of adjusted operating ratio to operating ratio, see Non-GAAP Financial Measures below.

The following table sets forth Dasekes Flatbed Solutions segments revenue, operating expenses, operating ratio, adjusted operating ratio and operating income for the years ended December31, 2016 and 2015 in dollars and as a percentage of its Flatbed Solutions segments total revenue and the increase or decrease in the dollar amounts of those items. The following table also sets forth certain operating statistics for Dasekes Flatbed Solutions segment for the years ended December31, 2016 and 2015.

FLATBED SOLUTIONS

		YearEndedDecember31,
												Increase(Decrease)
(Dollarsinthousands)		$			%		$			%		$			%
REVENUE(1):
Freight		$	253,824		81.8		$	241,741		78.9		$	12,083		5.0
Brokerage		29,745			9.6		29,151			9.5					2.0
Fuel surcharge		26,871			8.7		35,428			11.6		(8,557		)	(24.2	)
Total revenue		310,440			100.0		306,320			100.0		4,120			1.3
OPERATING EXPENSES(1):
Salaries, wages and employee benefits		93,818			30.2		87,936			28.7		5,882			6.7
Fuel		36,503			11.8		39,788			13.0		(3,285		)	(8.3	)
Operations and maintenance		32,845			10.6		29,288			9.6		3,557			12.1
Purchased freight		77,563			25.0		75,785			24.7		1,778			2.3
Depreciation and amortization		30,445			9.8		30,276			9.9					0.6
Impairments					*					*					*
Other operating expenses		23,623			7.6		23,016			7.5					2.6
Total operating expenses		294,797			95.0		286,089			93.4		8,708			3.0
Operating ratio		95.0		%			93.4		%
Adjusted operating ratio(2)		93.4		%			90.7		%
INCOME FROM OPERATIONS		$	15,643		5.0		$	20,231		6.6		$	(4,588	)	(22.7	)
OPERATING STATISTICS:
Total miles		149,284,755					136,945,193					12,339,562
Company-operated tractors		1,203					1,205					(2		)
Owner-operated tractors												(42		)
Number of trailers		2,943					2,920

* indicates not meaningful.

(1) Includes intersegment revenues and expenses, as applicable, which are eliminated in Dasekes consolidated results.

(2) Adjusted operating ratio is not a recognized measure under GAAP. For a definition of adjusted operating ratio and reconciliation of adjusted operating ratio to operating ratio, see Non-GAAP Financial Measures below.

The following table sets forth Dasekes Specialized Solutions segments revenue, operating expenses, operating ratio, adjusted operating ratio and operating income for the years ended December31, 2016 and 2015 in dollars and as a percentage of its Specialized Solutions segments total revenue and the increase or decrease in the dollar amounts of those items. The following table also sets forth certain operating statistics for Dasekes Specialized Solutions segment for the years ended December31, 2016 and 2015.

SPECIALIZED SOLUTIONS

		YearEndedDecember31,
												Increase(Decrease)
(Dollarsinthousands)		$			%		$			%		$			%
REVENUE(1):
Freight		$	268,121		77.5		$	269,000		71.3		$	(879	)	(0.3	)
Brokerage		57,791			16.7		79,866			21.2		(22,075		)	(27.6	)
Fuel surcharge		20,086			5.8		28,186			7.5		(8,100		)	(28.7	)
Total revenue		345,998			100.0		377,052			100.0		(31,054		)	(8.2	)
OPERATING EXPENSES(1):
Salaries, wages and employee benefits		97,100			28.1		88,892			23.6		8,208			9.2
Fuel		30,362			8.8		30,508			8.1		(146		)	(0.5	)
Operations and maintenance		62,336			18.0		68,833			18.3		(6,497		)	(9.4	)
Purchased freight		81,126			23.4		110,726			29.4		(29,600		)	(26.7	)
Depreciation and amortization		36,899			10.7		33,179			8.8		3,720			11.2
Impairments					0.6					*		2,005			*
Other operating expenses		19,892			5.7		21,760			5.7		(1,868		)	(8.6	)
Total operating expenses		329,720			95.3		353,898			93.9		(24,178		)	(6.8	)
Operating ratio		95.3		%			93.9		%
Adjusted operating ratio(2)		93.1		%			91.9		%
INCOME FROM OPERATIONS		$	16,278		4.7		$	23,154		6.1		$	(6,876	)	(29.7	)
OPERATING STATISTICS:
Total miles		97,704,619					93,978,446					3,726,173
Company-operated tractors		1,101					1,062
Owner-operated tractors												(51		)
Number of trailers		3,404					3,057

* indicates not meaningful.

(1) Includes intersegment revenues and expenses, as applicable, which are eliminated in Dasekes consolidated results.

(2) Adjusted operating ratio is not a recognized measure under GAAP. For a definition of adjusted operating ratio and reconciliation of adjusted operating ratio to operating ratio, see Non-GAAP Financial Measures below.

Revenue. Total revenue decreased 4.0% to $651.8 million for the year ended December31, 2016 from $678.8 million for the year ended December31, 2015. The change in total revenue, excluding the effect of the Recent Acquisitions, was a decrease of $68.9 million, or 10.2%, primarily due to a decrease in fuel surcharge. Fuel surcharges, excluding the effect of the Recent Acquisitions, was a decrease of 30.3%. Freight revenue, excluding the effect of the Recent Acquisitions, decreased 5.5% to $478.7 million for the year ended December31, 2016 from $506.6 million for the year ended December31, 2015 primarily due to a highly competitive freight market resulting in downward pressure on rates. Brokerage revenue, excluding the effect of the Recent Acquisitions, decreased 20.1% to $87.0 million for the year ended December31, 2016 from $108.9 million for the year ended December31, 2015 primarily due to loads shifting to company tractors as Dasekes freight capacity increased.

Dasekes Flatbed Solutions segments revenue was $310.4 million for the year ended December31, 2016 and $306.3 million for the year ended December31, 2015, an increase of 1.3%. This increase is primarily a result of the Hornady Acquisition. Dasekes Flatbed Solutions segments total revenue, excluding the effect of the Hornady Acquisition, was $287.6 million for the year ended December31, 2016, which was a decrease of 6.1%, or $18.7 million, as compared to $306.3 for the year ended December31, 2015. This decrease was primarily a result of the $10.4 million, or 29.4%, decrease in fuel surcharge revenue (excluding the effect of the Hornady Acquisition on fuel surcharge revenue) and the $8.9 million, or 3.7%, decrease in freight revenue (excluding the impact of the Hornady Acquisition on freight revenue).

Dasekes Specialized Solutions segments revenue was $346.0 million for the year ended December31, 2016 and $377.1 million for the year ended December31, 2015, a decrease of 8.2%. Excluding the effect of the Bulldog Acquisition, the Specialized Solutions segments total revenue was $326.9 million for the year ended December31, 2016, which was a decrease of 13.3%, or $50.2 million. This decrease resulted from decreases of $8.6 million, or 30.5%, in fuel surcharge revenue, $19.1 million, or 7.1%, in freight revenues and $22.5 million, or 28.1%, in brokerage revenue (in each case, excluding the effect of the Bulldog Acquisition onrevenues).

In both segments, excluding the effect of the Hornady Acquisition and the Bulldog Acquisition, as applicable, the decrease in fuel surcharge was the result of the continuing decline in fuel prices during most of 2016, and the decrease in freight revenue was primarily attributable to a highly competitive freight market resulting in downward pressure on rates.

Salaries, Wages and Employee Benefits. Salaries, wages and employee benefits expense, which consists of compensation for all employees, is primarily affected by the number of miles driven by company drivers, the rate per mile paid to company drivers, employee benefits including, but not limited to, health care and workers compensation, and to a lesser extent, the number of, and compensation and benefits paid to, non-driver employees. In general, the Specialized Solutions segment drivers receive a higher driver pay per total mile than Flatbed Solutions segment drivers due to the former requiring a higher level of training and expertise.

Salaries, wages and employee benefits expense increased 10.7% to $197.8 million for the year ended December31, 2016 from $178.7 million for the year ended December31, 2015, primarily due to the increase in employees as a result of the Recent Acquisitions. The increase in salaries, wages and employee benefits expense, excluding the effect of the Recent Acquisitions, was 1.9%, or $3.5 million, and is primarily due to increased compensation for drivers and driver support teams and healthcare benefit costs.

Dasekes Flatbed Solutions segment had a $5.9 million, or 6.7%, increase in salaries, wages and employee benefits expense for the year ended December31, 2016 compared to the year ended December31, 2015, primarily as a result of the increase in employees due to the Hornady Acquisition, which resulted in a $7.3 million increase. Excluding the effect of the Hornady Acquisition, salaries, wages and employee benefit expense decreased 1.6%, primarily due to a 5.1% decrease in the number of drivers, partially offset by a 0.8% increase in total miles in the Flatbed Solutions segment.

Dasekes Specialized Solutions segment had an $8.2 million, or 9.2%, increase in salaries, wages and employee benefits expense primarily as a result of the increase in employees as a result of the Bulldog Acquisition, which resulted in an $8.3 million increase. Excluding the effect of the Bulldog Acquisition, salaries, wages and employee benefits expense was comparable with a 0.1% decrease from the year ended December31, 2015.

Fuel. Fuel expense consists primarily of diesel fuel expense for company-owned tractors and fuel taxes. The primary factors affecting fuel expense are the cost of diesel fuel, the miles per gallon realized with its equipment and the number of miles driven by its company drivers.

Total fuel expense decreased $3.4 million, or 4.9%, to $66.9 million for the year ended December31, 2016 from $70.3 million for the year ended December31, 2015. This decrease is primarily a result of lower fuel prices, partially offset by a 7.0% increase in total miles. The U.S. national average diesel fuel price, as published by the U.S. Department of Energy, was $2.304 for the year ended December31, 2016, compared to $2.691 for the year ended December31, 2015, a 14.4% decrease. Excluding the effects of the Recent Acquisitions, total fuel expense decreased by 11.2%, primarily as a result of lower fuel prices. Fuel expense has also been positively impacted by improved efficiency from more fuel-efficient engines and driver training programs.

Dasekes Flatbed Solutions segments fuel expense decreased 8.3% to $36.5 million for the year ended December31, 2016 from $39.8 million for the year ended December31, 2015. Excluding the effect of the Hornady Acquisition, fuel expense decreased 14.5% as a result of lower fuel prices, partially offset by an increase in total miles of 0.8% .

Dasekes Specialized Solutions segments fuel expense decreased 0.5% to $30.4 million for the year ended December31, 2016 from $30.5 million for the year ended December31, 2015. Excluding the effect of the Bulldog Acquisition, fuel expense decreased 6.8% as the result of lower fuel prices and a decrease in total miles of 1.5%.

Operations and Maintenance. Operations and maintenance expense consists primarily of ordinary vehicle repairs and maintenance, costs associated with preparing tractors and trailers for sale or trade-in, driver recruiting, training and safety costs, permitting and pilot car fees and other general operations expenses. Operations and maintenance expense is primarily affected by the age of company-owned tractors and trailers, the number of miles driven in a period and driver turnover.

Operations and maintenance expense decreased 2.7% to $96.1 million for the year ended December31, 2016 from $98.7 million for the year ended December31, 2015. Operations and maintenance expense decreased 7.7% after adjusting for the effect of the Recent Acquisitions.

Dasekes Flatbed Solutions segments operations and maintenance expense increased $3.6 million for the year ended December31, 2016 as compared to the year ended December31, 2015, primarily as a result of the Hornady Acquisition, which accounted for $1.9 million of the increase. Excluding the effect of the Hornady Acquisition, this increase was primarily from tractor lease costs as Dasekes utilization of operating leases to finance tractor purchases increased in 2016.

Dasekes Specialized Solutions segments operations and maintenance expense decreased $6.5 million for the year ended December31, 2016 as compared to the year ended December31, 2015. Excluding the effect of the Bulldog Acquisition, operations and maintenance expense decreased $9.5 million, or 13.8%, for the year ended December31, 2016 as compared to the year ended December31, 2015 primarily as a result of lower pilot car and maintenance costs due to a decrease in alternative energy project loads, which require a greater use of pilot cars than Dasekes other loads, in 2016 as compared to 2015.

Purchased Freight. Purchased freight expense consists of the payments to owner-operators, including fuel surcharge reimbursements, and payments to third-party capacity providers that haul loads brokered to them. Purchased freight expense generally takes into account changes in diesel fuel prices, resulting in lower payments during periods of declining fuelprices.

Total purchased freight expense decreased 15.3% from $182.0 million during the year ended December31, 2015 to $154.1 million during the year ended December31, 2016, primarily as a result of a decrease in alternative energy project loads, which are serviced by more owner-operators than Dasekes other loads, in 2016 as compared to 2015 combined with a shift to company drivers from third-party capacity providers. Excluding the effect of the Recent Acquisitions on purchased freight expense, total purchased freight expense decreased 18.5% to $148.3 million during the year ended December31, 2016 as compared to the year ended December31, 2015. Purchased freight expense from owner-operators decreased 16.1% from $99.7 million during the year ended December31,

2015 to $83.7 million during the year ended December31, 2016, excluding Hornadys $5.4 million of purchased freight expense from owner-operators, primarily as a result of a decrease in total loads for alternative energy projects, which are serviced by more owner-operators than Dasekes other projects, combined with a decline in the number of owner-operators and a decrease in fuel charge reimbursements made to owner-operators as a result of lower fuel prices. Purchased freight expense from third-party capacity providers decreased 24.7% from $82.3 million during the year ended December31, 2015 to $62.0 million, primarily as a result of the decrease in brokered loads due to more loads being shifted to company tractors as Dasekes capacity increased. The Recent Acquisitions did not have a material effect on purchased freight expense from third-party capacity providers during the year ended December31, 2016.

Dasekes Flatbed Solutions segments purchased freight expense increased 2.3% to $77.6 million for the year ended December31, 2016 from $75.8 million for the year ended December31, 2015, primarily due to the Hornady Acquisition. Excluding the effect of the Hornady Acquisition on purchased freight expense, Dasekes Flatbed Solutions segments purchased freight expense decreased 4.7% to $72.2 million during the year ended December31, 2016 as compared to the year ended December31, 2015. Purchased freight expense from owner-operators, excluding Hornadys $5.4 million of purchased freight expense from owner-operators, decreased 3.0% to $52.0 for the year ended December31, 2016 from $53.5 for the year ended December31, 2015. Purchased freight expense from third-party capacity providers decreased 16.9% from $21.4 million during the year ended December31, 2015 to $17.8 million during the year ended December31, 2016, primarily as a result of the decrease in brokered loads due to more loads being shifted to company tractors as Dasekes capacity increased.

Dasekes Specialized Solutions segments purchased freight expense decreased 26.7% to $81.1 million during the year ended December 31, 2016 from $110.7 million during the year ended December 31, 2015. Purchased freight expense from owner-operators decreased 31.3% from $46.2 million during the year ended December 31, 2015 to $31.7 million during the year ended December 31, 2016, primarily as a result of a decrease in total loads for alternative energy projects, which are serviced by more owner-operators than Dasekes other loads, combined with a decline in the number of owner-operators and a decrease in fuel charge reimbursements made to owner-operators as a result of lower fuel prices. Purchased freight expense from third-party capacity providers decreased 27.4% from $60.9 million during the year ended December 31, 2015 to $44.2 million during the year ended December 31, 2016 for the same reasons the Flatbed Solutions segments purchased freight expense from third-party capacity providers decreased over the same periods. The Bulldog Acquisition did not have a material effect on purchased freight expense during the year ended December 31, 2016.

Depreciation and Amortization. Depreciation and amortization expense consists primarily of depreciation for company-owned tractors and trailers or amortization of those financed with capital leases. The primary factors affecting these expense items include the size and age of company-owned tractors and trailers and the cost of new equipment.

Depreciation and amortization expense increased 6.2% to $67.5 million during the year ended December 31, 2016 from $63.6 million during the year ended December 31, 2015, primarily as a result of the Recent Acquisitions. After adjusting for the effect of the Recent Acquisitions, depreciation and amortization expense decreased 3.1%, primarily as a result of a 1.6% reduction in company-owned tractors combined with an increasing shift in the utilization of operating leases to finance capital expenditures.

Dasekes Flatbed Solutions segment had a 0.6% increase in depreciation and amortization expense primarily as a result of the Hornady Acquisition. Excluding Hornadys $3.1 million depreciation and amortization expense during the year ended December 31, 2016, depreciation and amortization expense decreased 9.6% primarily due to the increased use of operating leases to finance capital expenditures, which resulted in a 34.1% increase in tractor lease cost for the year ended December 31, 2016 as compared to the year ended December 31, 2015.

Dasekes Specialized Solutions segment had an 11.2% increase in depreciation and amortization expense primarily as a result of the Bulldog Acquisition. Excluding Bulldogs $2.8 million depreciation and amortization expense during the year ended December 31, 2016, depreciation and amortization expense increased 2.7% primarily as a result of an 11.3% increase in company-owned trailers partially offset by a 3.7% reduction in company-owned tractors.

Taxes and Licenses. Operating taxes and licenses expense primarily represents the costs of taxes and licenses associated with the Companys fleet of equipment and will vary according to the size of its equipment fleet. Taxes and license remained flat at $9.2 million during the years ended December31, 2016 and 2015. As a percentage of revenue, operating taxes and license expense was 1.4% for the years ended December31, 2016 and 2015. Excluding the impact of the Recent Acquisitions, taxes and licenses expense decreased by $0.6 million, or 6.3%.

Insurance and Claims. Insurance and claims expense consists of insurance premiums and the accruals Daseke makes for estimated payments and expenses for claims for bodily injury, property damage, cargo damage and other casualty events. The primary factors affecting the Companys insurance and claims expense are seasonality (the Company typically experiences higher accident frequency in winter months), the frequency and severity of accidents, trends in the development factors used in its accruals and developments in large, prior-year claims. The frequency of accidents tends to increase with the miles the Company travels. Insurance and claims expense decreased 2.8% to $19.1 million during the year ended December31, 2016 from $19.7 million during the year ended December31, 2015. Insurance and claims expense, excluding Bulldogs and Hornadys insurance and claims expense, was $18.3 million, a decrease of 7.1% as compared to the year ended December31, 2015. This decrease can be primarily attributed to lower premiums on marginally lower total miles of 0.1%.

Impairment. In 2016, certain long-lived assets in the Specialized Solutions segment were written down with a charge of $1.6 million due to a decline in market value on select tractors with defective diesel particulate filter systems. The charge was necessary to reduce the carrying value of this revenue equipment to the price expected to be received upon sale of the assets to a third party. Also in 2016, the carrying value of one subsidiary exceeded its estimated fair value. Accordingly, a non-cash, non-tax deductible goodwill impairment charge of $0.4 million was recognized during the fourth quarter of 2016. During 2015, Daseke had no charges relating to impairment of revenue equipment or goodwill.

Interest Expense. Interest expense consists of cash interest, non-cash paid-in-kind interest, amortization of related issuance costs and fees and prepayment penalties. Interest expense increased 12.2% to $23.1 million during the year ended December31, 2016 from $20.6 million during the year ended December31, 2015. Excluding Bulldogs and Hornadys interest expense, interest expense increased 9.8%, or $2.0 million, which interest expense was primarily attributable to the borrowings Daseke incurred to finance its acquisitions, prepayment penalties on equipment refinancing in August2016 and additions of revenue equipment.

Income Tax. Provision for income taxes decreased from $7.5 million for the year ended December31, 2015 to $0.2 million for the year ended December31, 2016. The decrease is primarily the result of incurring a loss in the year ended December31, 2016, as compared to income in the year ended December31, 2015. The effective tax rate was (1.3)% for the year ended December31, 2016, compared to 69.6% for the year ended December31, 2015. The effective income tax rate varies from the federal statutory rate of 35% primarily due to state income taxes and the impact of nondeductible permanent differences, including driver per diems, transaction expenses and cumulative change in the state tax rate applied to the beginning net deferred tax liabilities balance.

Year Ended December 31, 2015 Compared to December 31, 2014

Please see the section entitled Daseke Managements Discussion and Analysis of Financial Condition and Results of OperationsResults of OperationsYear Ended December 31, 2015 Compared to Year Ended December 31, 2014 in the Proxy Statement beginning on page 266, which section is incorporated herein by reference.

Non-GAAP Financial Measures

Adjusted EBITDA, Adjusted EBITDAR and Free Cash Flow

Adjusted EBITDA, Adjusted EBITDAR and free cash flow are not recognized measures under GAAP. The Company uses these non-GAAP measures as supplements to its GAAP results in evaluating certain aspects of its business, as described below.

The Company 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)initial public offering-related expenses (which offering Daseke withdrew at the end of 2015), (ix)expenses related to the Business

Combination and related transactions, (x)non-cash stock and equity-compensation expense, and (xi)accounting charges resulting from accounting for the possible earn-out to the Merger Agreement. The Company defines Adjusted EBITDAR as Adjusted EBITDA plus tractor operating lease charges.

The Companys board of directors and executive management team use Adjusted EBITDA and Adjusted EBITDAR as key measures of its performance and for business planning. Adjusted EBITDA and Adjusted EBITDAR assist them in comparing its operating performance over various reporting periods on a consistent basis because it removes from its operating results the impact of items that, in their opinion, do not reflect its core operating performance. Adjusted EBITDA and Adjusted EBITDAR also allows the Company 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. Adjusted EBITDAR is used to view operating results before lease charges as these charges can vary widely among trucking companies due to differences in the way that trucking companies finance their fleet acquisitions. The Companys method of computing Adjusted EBITDA is substantially consistent with that used in its debt covenants and also is routinely reviewed by its management for that purpose.

The Company believes its presentation of Adjusted EBITDA and Adjusted EBITDAR is useful because they provide investors and industry analysts the same information that the Company uses internally for purposes of assessing its core operating performance. However, Adjusted EBITDA and Adjusted EBITDAR 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 and Adjusted EBITDAR. Certain items excluded from Adjusted EBITDA and Adjusted EBITDAR are significant components in understanding and assessing a companys financial performance, such as a companys cost of capital, tax structure and the historic costs of depreciable assets. Also, other companies in its industry may define Adjusted EBITDA and Adjusted EBITDAR differently than the Company does, and as a result, it may be difficult to use Adjusted EBITDA, Adjusted EBITDAR or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to its performance. Because of these limitations, Adjusted EBITDA and Adjusted EBITDAR should not be considered measures of the income generated by the Companys business or discretionary cash available to it to invest in the growth of its business. The Companys management compensates for these limitations by relying primarily on the Companys GAAP results and using Adjusted EBITDA and Adjusted EBITDAR supplementally.

The Company defines free cash flow as Adjusted EBITDA less net capital expenditures (capital expenditures less proceeds from equipment sales). Its board of directors and executive management team use free cash flow to assess its performance and ability to fund operations and make additional investments. Free cash flow represents the cash that its business generates from operations, before taking into account cash movements that are non-operational. The Company believes its presentation of free cash flow is useful because it is one of several indicators of its ability to service debt, make investments and/or return capital to its stockholders. The Company also believes that free cash flow is one of several benchmarks used by investors and industry analysts for comparison of performance in its industry, although its measure of free cash flow may not be directly comparable to similar measures reported by other companies. Furthermore, free cash flow 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 free cash flow. Accordingly, free cash flow should not be considered a measure of the income generated by its business or discretionary cash available to it to invest in the growth of its business. The Companys management compensates for these limitations by relying primarily on the Companys GAAP results and using free cash flow supplementally.

A reconciliation of Adjusted EBITDA, Adjusted EBITDAR and free cash flow to net income (loss) for the years ended December31, 2016, 2015 and 2014 is as follows:

		YearEndedDecember31,
(Inthousands)
Net income (loss)		$	(12,279	)	$	3,263		$	1,300
Depreciation and amortization		67,500			63,573			48,575
Interest income		(44		)	(69		)	(73		)
Interest expense		23,124			20,602			15,978
Provision for income taxes					7,463			1,784
Acquisition-related transaction expenses					1,192
Impairment		2,005						1,838
Withdrawn initial public offering-related expenses		3,051			1,280
Net losses on sales of defective revenue equipment out of the normal replacement cycle
Impairments related to defective revenue equipment sold out of the normal replacement cycle
Expenses related to the Business Combination and related transactions		3,516
Tractor operating lease charges		12,937			8,957			6,295
Adjusted EBITDAR		$	101,177		$	106,261		$	76,641
Less tractor operating lease charges		(12,937		)	(8,957		)	(6,295		)
Adjusted EBITDA		$	88,240		$	97,304		$	70,346
Net capital expenditures		(31,669		)	(66,969		)	(70,678		)
Free cash flow		$	56,571		$	30,335		$	(332	)

Adjusted Operating Ratio

Adjusted operating ratio is not a recognized measure under GAAP. The Company uses adjusted operating ratio as a supplement to its GAAP results in evaluating certain aspects of its business, as described below. The Company defines adjusted operating ratio as (a)total operating expenses (i)less fuel surcharges, acquisition-related transaction expenses, non-cash impairment charges and initial public offering-related expenses (which offering Daseke withdrew at the end of 2015) and (ii)further adjusted for the net impact of the step-up in basis resulting from acquisitions (such as increased depreciation and amortization expense), as a percentage of (b)total revenue excluding fuel surcharge revenue.

The Companys board of directors and executive management team view adjusted operating ratio, and its key drivers of revenue quality, growth, expense control and operating efficiency, as a very important measure of the Companys performance. The Company believes fuel surcharge is often volatile and eliminating the impact of this source of revenue (by eliminating fuel surcharge from revenue and by netting fuel surcharge against fuel expense) affords a more consistent basis for comparing its results of operations between periods. The Company also believes excluding acquisition-related transaction expenses, additional depreciation and amortization expenses as a result of acquisitions, non-cash impairments and withdrawn initial public offering-related expenses enhances the comparability of its performance between periods.

The Company believes its presentation of adjusted operating ratio is useful because it provides investors and industry analysts the same information that it uses internally for purposes of assessing its core operating profitability. However, adjusted operating ratio is not a substitute for, or more meaningful than, operating ratio, operating margin or any other measure derived solely from GAAP measures, and there are limitations to using non-GAAP measures such as adjusted operating ratio. Although the Company believes that adjusted operating ratio can make an evaluation of its operating performance more consistent because it removes items that, in its opinion, do not reflect its core operations, other companies in its industry may define adjusted operating ratio differently than it does. As a result, it may be difficult to use adjusted operating ratio or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to the Companys performance. The Companys management compensates for these limitations by relying primarily on its GAAP results and using adjusted operating ratio supplementally.

A reconciliation of adjusted operating ratio to operating ratio for each of the years ended December31, 2016, 2015 and 2014 is as follows:

		YearEndedDecember31,
(Dollarsinthousands)
Total revenue		$	651,802		$	678,845		$	542,711
Fuel surcharge		46,531			63,363			85,107
Operating revenue, net of fuel surcharge		$	605,271		$	615,482		$	457,604
Total operating expenses		$	641,169		$	647,837		$	523,892
Fuel surcharge		46,531			63,363			85,107
Acquisition-related transaction expenses					1,192
Impairment of equipment		2,005						1,838
Withdrawn initial public offering-related expenses		3,051			1,280
Expenses related to the Business Combination and related transactions		3,516
Net impact of step-up in basis of acquired assets		7,389			9,812			8,510
Adjusted operating expenses		$	578,381		$	572,190		$	427,493
Operating ratio		98.4		%	95.4		%	96.5		%
Adjusted operating ratio		95.6		%	93.0		%	93.4		%

A reconciliation of Dasekes Flatbed Solutions segments adjusted operating ratio to operating ratio for the years ended December31, 2016, 2015 and 2014 is as follows:

FLATBED SOLUTIONS

		YearEndedDecember31,
(Dollarsinthousands)
Total revenue(1)		$	310,440		$	306,320		$	322,527
Fuel surcharge		26,871			35,428			58,122
Operating revenue, net of fuel surcharge		$	283,569		$	270,892		$	264,405
Total operating expenses(1)		$	294,797		$	286,089		$	309,352
Fuel surcharge		26,871			35,428			58,122
Acquisition-related transaction expenses
Impairment								1,838
Net impact of step-up in basis of acquired assets		3,169			4,952			5,895
Adjusted operating expenses		$	264,757		$	245,709		$	243,497
Operating ratio		95.0		%	93.4		%	95.9		%
Adjusted operating ratio		93.4		%	90.7		%	92.1		%

(1) Includes intersegment revenues and expenses, as applicable, which are eliminated in Dasekes consolidated results.

A reconciliation of Dasekes Specialized Solutions segments adjusted operating ratio to Operating Ratio for the years ended December31, 2016, 2015 and 2014 is as follows:

SPECIALIZED SOLUTIONS

		YearEndedDecember31,
(Dollarsinthousands)
Total revenue(1)		$	345,998		$	377,052		$	222,589
Fuel surcharge		20,086			28,186			26,985
Operating revenue, net of fuel surcharge		$	325,912		$	348,866		$	195,604
Total operating expenses(1)		$	329,720		$	353,898		$	208,924
Fuel surcharge		20,086			28,186			26,985
Acquisition-related transaction expenses
Impairment		2,005
Net impact of step-up in basis of acquired assets		4,220			4,860			2,615
Adjusted operating expenses		$	303,409		$	320,681		$	179,324
Operating ratio		95.3		%	93.9		%	93.9		%
Adjusted operating ratio		93.1		%	91.9		%	91.7		%

(1) Includes intersegment revenues and expenses, as applicable, which are eliminated in Dasekes consolidated results.

Liquidity and Capital Resources and Capital Requirements

Overview

The Companys business requires substantial amounts of cash to cover operating expenses as well as to fund items such as cash capital expenditures on its fleet and other assets, working capital changes, principal and interest payments on debt obligations, letters of credit to support insurance requirements and tax payments. The Company expects net capital expenditures to be approximately $49.0 million for 2017.

Dasekes primary sources of liquidity have been provided by operations, issuances of capital stock and borrowings under its credit facility. Daseke had the following sources of liquidity available at December31, 2016.

(Inthousands)		December31,2016
Cash		$	3,695
Availability under revolving line of credit		32,958
Total		$	36,653

As of February27, 2017, the Company has (i)a new $350.0 million senior secured term loan credit facility (which is referred to in this Form8-K as the Term Loan Facility), consisting of a $250.0 million term loan (which is referred to in this Form8-K as the Closing Date Term Loan) and up to $100.0 million of terms loans to be funded from time to time under a delayed draw term loan facility available until February27, 2018 (which is referred to in this Form8-K as the Delayed Draw Term Loans), and (ii)a $70.0 million asset-based senior secured revolving credit facility (which is referred to in this Form8-K as the ABL Facility). The Closing Date Term Loan was used, in part, to pay off the existing Daseke term loan, which had a total balance of $125.7 million as of December31, 2016 and $122.3 million immediately prior to such repayment. The Delayed Draw Term Loans are available to support the Companys acquisition activities. See Item 1.01 Entry Into a Material Definitive AgreementTerm Loan Facility and ABL Revolving Credit Facility for more information regarding the Term Loan Facility and the ABL Facility (collectively, the New Credit Facilities), respectively.

The Company believes it can finance its expected cash needs, including debt repayment, in the short-term with cash flows from operations and borrowings available under the ABL Facility. The Company expects that the New Credit Facilities will provide sufficient credit availability to support its ongoing operations, fund its new debt service requirements, capital expenditures, working capital and acquisition activities. Over the long-term, the Company will continue to have significant capital requirements, and expects to devote substantial financial resources to grow its operations and fund its acquisition activities. As a result of these funding requirements, the Company likely will need to sell additional equity or debt securities or seek additional financing through additional borrowings, lease financing or equity capital. The availability of financing or equity capital will depend upon the its financial condition and results of operations as well as prevailing market conditions. If such additional borrowings, lease financing or equity capital is not available at the time it needs to incur such expenditures, then the Company may be required to extend the maturity of then outstanding indebtedness, rely on alternative financing arrangements, engage in asset sales or suspend the anticipated quarterly cash dividends.

Cash Flows

Dasekes summary statements of cash flows information for the years ended December31, 2016 and 2015 is set forth in the table below:

		YearEndedDecember31,
(Inthousands)
Net cash provided by operating activities		$	66,130		$	87,739
Net cash provided by (used in) investing activities		$	1,798		$	(4,152	)
Net cash used in financing activities		$	(69,119	)	$	(81,107	)

Operating Activities. Cash provided by Dasekes operating activities primarily consists of net income or loss adjusted for certain non-cash items, including depreciation and amortization, deferred interest, gain/loss on disposal of property and equipment, deferred income taxes, deferred gain and interest recognized on sales-type leases and the effect of changes in working capital and other activities.

Cash provided by operating activities was $66.1 million during the year ended December31, 2016 and consisted of $12.3 million of net loss plus $71.3 million of non-cash items, consisting primarily of depreciation and amortization and impairment of equipment, plus $7.1 million of net cash provided by working capital and other activities. Cash used for working capital and other activities during the year ended December31, 2016 primarily reflect an $8.7 million increase in accounts receivable, $3.7 million in payments received on sales-type leases, a $6.4 million decrease in prepaid expenses and other assets, and an $11.2 million decrease in accounts payable and accrued expenses. Cash provided by operating activities was $87.7 million during the year ended December31, 2015 and consisted of $3.3 million of net income plus $70.8 million of non-cash items, consisting primarily of depreciation and amortization and deferred taxes, net gain on disposal of property and equipment, plus $13.7 million of net cash provided by working capital and other activities. Cash provided by working capital and other activities during the year ended December31, 2015 primarily reflect a $6.8 million increase in accounts receivable, $2.2 million in payments received on sales-type leases, a $1.8 million increase in prepaid expenses and other assets, and a $5.7 million increase in accounts payable and accrued expenses.

The $21.6 million decrease in cash provided by operating activities during the year ended December31, 2016 as compared with the year ended December31, 2015 was primarily the result of a $15.5 million decrease in net income and $7.1 million of net cash provided by working capital and other activities during the year ended December31, 2016 as compared to $13.7 million of net cash provided by working capital and other activities during the year ended December31, 2015.

Investing Activities. Cash provided by investing activities increased $6.0 million during the year ended December31, 2016 as compared to the year ended December31, 2015, in part due to the Hornady Acquisition. Excluding Hornadys impact on cash provided by investing activities, cash used in investing activities increased $3.7 million for the year ended December31, 2016 as compared to the year ended December31, 2015 primarily due to fewer tractor purchases in the year ended December31, 2016 as Dasekes utilization of operating leases to finance tractor purchases increased.

Total net capital expenditures for the year ended December31, 2016 and 2015 are shown below:

		YearEndedDecember31,
(Inthousands)
Revenue equipment (tractors, trailers and trailer accessories)		$	1,152		$	3,601
Buildings and building improvements		1,685			1,164
Other		1,271			1,666
Total cash capital expenditures		$	4,108		$	6,431
Less: Proceeds from sales of property and equipment		5,906			2,215
Net cash capital expenditures(1)		$	(1,798	)	$	4,216

(1) Daseke also acquires property and revenue equipment with debt and capital lease obligations. For the years ended December31, 2016 and 2015, Daseke incurred $33.5 million and $62.8 million, respectively, of debt and capital lease obligations to acquire property and revenue equipment.

Financing Activities. Net cash used in financing activities decreased $12.0 million during the year ended December31, 2016 as compared to the year ended December31, 2015. This decreased outflow was primarily a result of a decrease of $2.9 million in cash outflows of bank overdrafts due to timing of payments, $7.6 million increase in net borrowings under the revolving line of credit, $14.2 million increase in proceeds of long-term debt, primarily due to the real estate term loan refinancing (discussed under Material DebtReal Estate Term Loan below), and $2.7 million decrease in related party debt payments due to the payoff of such debt in 2015, partially offset by $13.9 million of increases in principal payments on long-term debt incurred to finance the Bulldog Acquisition, the Hornady Acquisition and purchases of property and equipment.

Material Debt

Overview

As of December31, 2016, Daseke had the following material debt:

a senior secured credit facility consisting of a term loan due October2019 (the Old PNC Term Loan) and a revolving line of credit due October2019 (the Old Revolving Credit Facility);

senior secured subordinated promissory notes in the initial aggregate principal amount of $20.0 million (the Main Street Loan);

senior secured subordinated promissory notes in the initial aggregate principal amount of $20.0 million (the PCP Subordinated Notes);

a $14.2 million loan agreement secured by certain real estate (the Real Estate Term Loan);

subordinated promissory notes of $22.0 million (the LST Subordinated Notes);

a $1.0 million subordinated promissory note (the Davenport Subordinated Note);

a $0.3 million subordinated promissory note (the Bulldog Subordinated Note); and

secured equipment loans and capital lease agreements.

The amounts outstanding under such agreements and other debt instruments were as follows as of December31, 2016 and 2015:

		December31,
(Inthousands)
Revolving line of credit		$	6,858		$	12,555
PNC term loan		125,682			69,048
Main Street Loan		21,660			21,118
PCP Subordinated Notes		21,492			20,963
Real Estate Term Loan		13,772
LST Subordinated Notes		22,000			22,000
Davenport Subordinated Note		1,000			1,000
Bulldog Subordinated Note					2,000
Mortgages		11,636			8,225
Equipment term loans and capital leases		114,064			210,857
Total long-term debt and capital leases		$	338,455		$	367,766
Less: current portion		(52,665		)	(66,800		)
Long-term debt and capital leases, less current portion		$	285,790		$	300,966

On February27, 2017, in conjunction with the Closing, the Company entered into the New Credit Facilities, a portion of the borrowings of which were used to pay off the Old PNC Term Loan, the Old Revolving Credit Facility, the Main Street Loan, the PCP Subordinated Notes, the LST Subordinated Notes, the Davenport Subordinated Note and the Bulldog Subordinated Note.

The Old PNC Term Loan and the Old Revolving Credit Facility

As of December31, 2016, Daseke had lender commitments for the Old PNC Term Loan of $137.1 million. The amount available to be borrowed under the Old PNC Term Loan was subject to the value of Dasekes trucking stock. As of December31, 2016, the outstanding balance of the Old PNC Term Loan was $125.7 million. Daseke had a choice of whether the Old PNC Term Loan bore interest at a rate equal to (i)the current LIBOR plus 4.00% or (ii)the sum of (x)the greatest of (a)PNCs reference rate, (b)the federal funds effective rate plus 0.50%, and (c)the daily LIBOR plus 1.00%, plus (y)a margin of 3.00%. At December31, 2016, the interest rate on borrowings under the Old PNC Term Loan was 4.4%.

As of December31, 2016, Daseke had lender commitments for the Old Revolving Credit Facility of $75.0 million and a sublimit for letters of credit of $10.0 million. The amount available to be borrowed under the Old Revolving Credit Facility was subject to a borrowing base that was determined monthly based upon a formula calculated by reference to eligible accounts receivable and inventory. As of December31, 2016, Daseke had approximately $6.9 million of borrowings and $4.1 million in letters of credit outstanding under the Old Revolving Credit Facility, and Daseke was able to incur approximately $33.0 million of additional indebtedness under the Old Revolving Credit Facility. Daseke had a choice of borrowing in Eurodollars or at the adjusted base rate. As of December31, 2016, borrowings under the Old Revolving Credit Facility bore interest at a rate equal to (i)the current LIBOR plus 3.25% or (ii)the sum of (x)the greatest of (a)PNCs reference rate, (b)the federal funds effective rate plus 0.50%, and (c)the daily LIBOR plus 1.00%, plus (y)a margin of 2.25%. The applicable margins on Eurodollar and adjusted rate borrowings was able to be adjusted downward depending on the current fixed charge

coverage ratio as of the end of each fiscal quarter. At December31, 2016, the interest rate on borrowings under the Old Revolving Credit Facility was 4.5%.

Main Street Loan and PCP Subordinated Notes

The initial aggregate principal amount of the Main Street Loan and the PCP Subordinated Notes was $20.0 million each. The outstanding principal balance of each such loan had an interest rate of 12.0% per annum paid in cash. With respect to each such loan, paid-in-kind interest, at a rate of 2.5% per annum, could be paid monthly in cash or accrued and added to the principal balance quarterly, at Dasekes option. As of December31, 2016, the outstanding principal balance of the Main Street Loan was $21.6 million and the outstanding principal balance of the PCPSubordinated Notes was $21.5 million, in each case including capitalized paid-in-kind interest.

Real Estate Term Loan

In April2016, Daseke refinanced $14.2 million of the Old Revolving Credit Facility with bank debt utilizing nine wholly-owned real estate assets which previously served as collateral for the Old PNC Term Loan. As of December31, 2016, $13.8 million remains outstanding on The Real Estate Term Loan which requires monthly payments of principal plus interest at the Libor Rate (as defined in the loan agreement), plus a margin of 2.75%, with any remaining amounts outstanding due in April2021.

LST Subordinated Notes, Davenport Subordinated Note and Bulldog Subordinated Note

The LST Subordinated Notes had an interest rate of 10.0% per annum, payable in cash, and had a combined initial principal amount of $22.0 million. The Davenport Subordinated Note had an interest rate of 5.0% per annum, payable in cash, and had an initial principal amount of $1.0 million. The Bulldog Subordinated Note had an interest rate of 7.0% per annum, payable in cash, and had an initial principal amount of $2.0 million.

Mortgages

Daseke has a bank construction loan with a balance of $8.9 million as of December31, 2016, which was incurred to finance the construction of a new headquarters and terminal in Arlington, Washington. The construction loan is collateralized by such property and buildings. The construction loan bears interest at 3.25% payable monthly, with principal payments of $30,036 due beginning October29, 2016 through the maturity date of February19, 2020. The Company has the option to extend the maturity date to February19, 2022.

Daseke has a bank mortgage loan with a balance of $2.7 million as of December31, 2016, which was incurred to finance the construction of the headquarters and terminal in Redmond, Oregon. The mortgage loan is collateralized by such property and buildings. The mortgage loan is payable in monthly installments. From December1, 2014 through November2017, the monthly installment payment is $15,776, including interest at 3.7%. The interest rate and monthly payment will be adjusted on November1, 2017 and 2020 to a rate of 2.5%, plus the three-year advance rate published by the Federal Home Loan Bank of Seattle in effect 45 days prior to November1, 2017 and 2020, but not less than 3.7%. The bank mortgage loan matures on November1, 2023.

Equipment Term Loans and Capital Leases

As of December31, 2016, Daseke and its subsidiaries had term loans collateralized by equipment in the aggregate amount of $100.2 million with 27 lenders. These equipment term loans bear interest at rates ranging from 1.5% to 6.9%, require monthly payments of principal and interest and mature at various dates through December2023. Certain of these loans contain conditions, covenants, representations and warranties, events of default, and indemnification provisions applicable to the Company and certain of its subsidiaries that are customary for equipment financings, including, but not limited to, limitations on the incurrence of additional debt and the prepayment of existing indebtedness, certain payments (including dividends and other distributions to persons not party to its credit facility) and transfers of assets.

The Company also leases certain equipment under long-term capital lease arrangements that expire on various dates through October2021. The present values of net minimum lease payments under the capital leases are

recorded in long-term debt, which was an aggregate of $13.8 million as of December31, 2016. As of December31, 2016, the book value of the property and equipment recorded under these capital leases was $24.1 million, net of accumulated depreciation of $17.0 million. Certain of these lease agreements contain conditions, covenants, representations and warranties, events of default, and indemnification provisions applicable to the Company that are customary for such leases, including, but not limited to, limitations on the incurrence of additional indebtedness and the prepayment of existing indebtedness, certain payments (including dividends and other distributions to persons not party to its credit facility) and transfers of assets.

Derivative Financial Instruments

The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. The Companys strategy is to use pay-fixed/receive-variable interest rate swaps to reduce its aggregate exposure to interest rate risk associated with long-term variable rate debt. Daseke had one interest rate swap agreement in effect at December31, 2016, with a total notional amount of $12.0 million, which matures on various dates through April30, 2018. Daseke had another interest rate swap agreement with a total notional amount of $1.1 million as of December31, 2015, which was terminated in 2016. These derivative instruments were not entered into for speculative purposes. The fair value of the interest rate swap liability at December31, 2016 was $0.1 million. The fair values of the interest rate swaps are based on valuations provided by third parties and derivative pricing models.

Off-Balance Sheet Arrangements

The Companys financial condition, results of operations, liquidity, capital expenditures and capital resources are not materially affected by off-balance sheet transactions. Daseke had stand-by letters of credit in the amount of $6.5 million at December31, 2016. The letters of credit provide collateral primarily for liability insurance claims. Also, the Company leases certain revenue equipment, terminals and office building facilities under non-cancelable operating leases. Dasekes rent expense under these leases for the year ended December31, 2016 was approximately $16.0 million.

Contractual Obligations

The table below summarizes Dasekes contractual obligations as of December31, 2016:

		PaymentsDueByPeriod
(Inthousands)		LessThan 1Year			1-3Years			3-5Years			MoreThan 5Years			Total
Long-term debt obligations, including interest(1)		$	65,517		$	255,203		$	32,058		$	16,563		$	369,341
Capital lease obligations(2)		5,113			8,906			1,074						15,093
Operating lease obligations(3)		16,063			26,496			5,779			2,247			50,585
Purchase obligations(4)
Total contractual obligations		$	86,693		$	290,605		$	38,911		$	18,810		$	435,019

(1) Includes interest obligations on long-term debt and excludes fees. For variable rate debt, the interest rate in effect as of December31, 2016 was utilized. The table assumes long-term debt is held to maturity. As discussed above under Material DebtOverview, certain of Dasekes long-term debt obligations were repaid, and the Company has entered into the New Credit Facilities in conjunction with the Closing on February27, 2017.

(2) Capital lease obligations relate primarily to revenue equipment.

(3) Represents future monthly rental payment obligations, which include an interest element, under operating leases for tractors, trailers and facilities. Substantially all lease agreements for revenue equipment have fixed payment terms based on the passage of time. The tractor lease agreements generally stipulate maximum miles and provide for mileage penalties for excess miles. These leases generally run for a period of three to five years for tractors and five to seven years for trailers.

(4) Represents purchase obligations for fuel.

Inflation

Inflation can have an impact on the Companys operating costs. A prolonged period of inflation could cause interest rates, fuel, wages and other costs to increase, which would adversely affect the Companys results of operations unless freight rates correspondingly increase. The Company attempts to limit the effects of inflation through increases in freight rates, certain cost control efforts and limiting the effects of fuel prices through fuel surcharges and measures intended to reduce the consumption of fuel. Over the past three years, the effect of inflation has been minor.

Seasonality

In the transportation industry, results of operations generally show a seasonal pattern. The Companys tractor productivity decreases during the winter season because inclement weather impedes operations and some shippers reduce their shipments during winter. At the same time, operating expenses increase and fuel efficiency declines because of engine idling and harsh weather creating higher accident frequency, increased claims and higher equipment repair expenditures. The Company also may suffer from weather-related or other events such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes and explosions. These events may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, destroy the Companys assets or adversely affect the business or financial condition of its customers, any of which could adversely affect results or make results more volatile.

Quantitative and Qualitative Disclosures About Market Risk

The Company has interest rate exposure arising from the credit facility and other financing agreements, which have variable interest rates. These variable interest rates are impacted by changes in short-term interest rates. Daseke manages interest rate exposure through an interest rate swap agreement in effect at December31, 2016, with a total notional amount of $12.0 million (pay fixed weighted average rate of 3.63% at December31, 2016; receive LIBOR). Assuming the current level of borrowings, a hypothetical one-percentage point increase in interest rates would increase Dasekes annual interest expense by $3.3 million. At December31, 2016 and February28, 2017, Daseke had outstanding approximately $139.3 million and $252.5 million, respectively, of variable rate borrowings that were not subject to interest rate swaps.

The Company has commodity exposure with respect to fuel used in company-owned and leased tractors. Increases in fuel prices will raise its operating costs, even after applying fuel surcharge revenue. Historically, Daseke has been able to recover a majority of fuel price increases from its customers in the form of fuel surcharges. The Company cannot predict the extent or speed of potential changes in fuel price levels in the future, the degree to which the lag effect of fuel surcharge programs will impact it as a result of the timing and magnitude of such changes, or the extent to which effective fuel surcharges can be maintained and collected to offset such increases. Daseke generally has not used derivative financial instruments to hedge its fuel price exposure in the past, but the Company continues to evaluate this possibility.

Critical Accounting Policies

The preparation of the Companys consolidated financial statements in conformity with GAAP requires it to make estimates and assumptions that impact the amounts reported in its consolidated financial statements and accompanying notes. Therefore, the reported amounts of assets, liabilities, revenue, expenses, and associated disclosures of contingent assets and liabilities are affected by these estimates and assumptions. The Company evaluates these estimates and assumptions on an ongoing basis, utilizing historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from these estimates and assumptions, and it is possible that materially different amounts will be reported using differing estimates or assumptions. The Company considers critical accounting policies to be those that require it to make more significant judgments and estimates when preparing financial statements. The Companys critical accounting policies include thefollowing:

Revenue Recognition

The Company recognizes revenue and related costs when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. With respect to freight, brokerage and fuel surcharge revenue, these conditions are met, and the Company recognizes such revenue, upon delivery of a load.

The Company recognizes brokerage revenue on a gross basis, as opposed to a net basis because it bears the risks and benefits associated with revenue-generated activities by, among other things, (i)acting as a principal in the transaction, (ii)establishing prices, (iii)managing all aspects of the shipping process, and (iv)taking the risk of loss for collection, delivery and returns. Accordingly, all such revenue billed to customers is classified as brokerage revenue, and all corresponding payments to carriers for transportation services arranged by the Company in connection with brokerage activities and to independent contractor providers of revenue equipment are classified as purchased freight.

Goodwill and Intangible Assets

Goodwill and other intangible assets result from business acquisitions. The Company accounts for business acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over amounts assigned is recorded as goodwill.

Goodwill is tested for impairment at least annually by applying a fair value based analysis in accordance with the authoritative accounting guidance on goodwill and other intangible assets. The Companys annual assessment is conducted in the fourth quarter of each year.

Other intangible assets recorded consist of indefinite-lived trade names and definite-lived non-competition agreements and customer relationships. These intangible assets are stated at estimated fair value at the time of acquisition less accumulated amortization. Amortization is recorded using the straight-line method over the following estimated useful lives: (i)non-competition agreements: two to five years, and (ii)customer relationships: 11 to 15 years. The Company evaluates its definite-lived assets for impairment when current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. Indefinite-lived intangible assets are tested at least annually by applying a fair value based analysis in accordance with the authoritative accounting guidance for such assets.

Income Taxes

Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the consolidated financial statement and tax basis of assets and liabilities at the applicable enacted tax rates.

The Company adheres to the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740-10,Income Taxes, relating to accounting for uncertain tax positions. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Accrued Insurance and Claims

The Company uses a combination of purchased insurance and self-insurance programs to provide for the cost of vehicle liability, cargo loss or damage, workers compensation claims and employee medical benefits. Self-insurance accruals relate primarily to vehicle liability, cargo damage and workers compensation claims and employee medical benefits.

The measurement and classification of self-insured costs requires the consideration of historical cost

experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of the liability associated with claims incurred as of the balance sheet date, including claims not reported. The Company believes these methods are appropriate for measuring these highly judgmental self-insurance accruals. However, the use of any estimation method is sensitive to the assumptions and factors described above, based on the magnitude of claims and the length of time from the date the claim is incurred to ultimate settlement. Accordingly, changes in these assumptions and factors can materially affect actual costs paid to settle the claims and those amounts may be different than estimates.

Recently Issued Accounting Pronouncements

In January2017, the FASB issued Accounting Standards Update (ASU) 2017-04,Intangibles Goodwill and Other (Topic 350). ASU 2017-04 removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting units carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for fiscal years beginning December15, 2019, with early adoption permitted for interim and annual goodwill impairment tests performed on testing dates after January1, 2017, and applied prospectively. The Company does not expect ASU 2017-04 to have a material impact on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.

In August2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). ASU 2016-15 provides new guidance intended to reduce diversity in practice in how certain cash receipts and payments are classified in the statement of cash flows, including debt prepayment or extinguishment costs, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, and distributions from certain equity method investees. ASU 2016-05 will become effective for fiscal years beginning after December15, 2017 and interim periods within fiscal years beginning after December31, 2019. Early adoption is permitted. ASU 2016-15 requires application using a retrospective transition method. The Company is currently evaluating the impact of adopting this guidance.

On June16, 2016, the FASB issued ASU No.2016-13, Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an expected loss model on certain types of financial instruments. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December15, 2019, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance.

In February2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 amends various aspects of existing guidance for leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The main difference between previous GAAP and the amended standard is the recognition of lease assets and lease liabilities of lessees on the balance sheet for those leases classified as operating leases under previous GAAP. ASU 2016-02 is effective for fiscal years beginning after December15, 2018, with early adoption permitted. The Company is currently evaluating the effect this ASU will have on its consolidated financial position and results of operations.

In September2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805). ASU 2015-16 simplifies the accounting for measurement-period adjustments related to business combinations by removing the requirement to retrospectively apply adjustments made to estimated amounts recognized in a business combination. ASU 2015-16 permits the purchaser to adjust the estimated amounts in the reporting period in which the adjustments are determined. The ASU is effective for annual periods beginning after December31, 2015 and interim periods within those annual periods. Adoption of this pronouncement did not have a material impact on Dasekes consolidated financial statements.

In April2015, the FASB issued ASU 2015-03,Interest-Imputation of Interest (Subtopic 835-30). ASU 2015-03 amends existing guidance to require the presentation of debt issuance costs in the consolidated balance sheets as a direct deduction from the carrying amount of the associated debt liability instead of a deferred charge. In August2015, the FASB issued updated guidance with ASU 2015-15 pertaining to the presentation of debt issuance costs related to line-of-credit arrangements. This ASU allows an entity to defer and present debt issuance costs as an asset, subsequently amortizing the deferred debt issuance costs over the term of the line-of-credit arrangement,

regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Daseke elected to early adopt this standard effective September30, 2016, on a retrospective basis. Adoption of this standard represents a change in accounting principle. See Note 2 to Dasekes audited consolidated financial statements included in this Form8-K for further information.

In January2015, the FASB issued ASU 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates from GAAP the concept of an extraordinary item. The FASB released the new guidance as part of its simplification initiative, which is intended to identify, evaluate and improve areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The ASU is effective for annual periods beginning after December31, 2015, and interim periods within those annual periods. Adoption of this pronouncement did not have a material impact on Dasekes consolidated financial statements.

In May2014, the FASB issued ASU No.2014-09, Revenue from Contracts with Customers (Topic 606), which is effective for the Company in 2018. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August2015, the FASB issued update guidance with ASU 2015-14 which deferred the effective date of ASU 2014-09 by one year. The guidance in ASU 2014-09 is effective for annual periods beginning after December15, 2017, and interim periods within those annual periods.

In March2016, the FASB issued an accounting standards update that further clarifies guidance under ASU 2014-09 with respect to principal versus agent considerations in revenue from contracts with customers. In the second quarter of 2016, the FASB issued two accounting standard updates that provide additional guidance when identifying performance obligations and licenses as well as allowing for certain narrow scope improvements and practical expedients. These accounting standard updates have the same effective date as the original standard. The Company is in the process of evaluating ASU 2014-09, including the expected impact on business processes, systems and controls, and potential differences in the timing and/or method of revenue recognition for contracts. The Company has not determined if adoption of ASU 2014-09 will have a material impact on its results of operations or cash flows in the periods after adoption.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to the Company regarding beneficial ownership of shares of common stock of the Company upon consummation of the Business Combination on February27, 2017 by:

each person who is known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Companys common stock;

each of the Companys directors and executive officers; and

all executive officers and directors of the Company as a group.

Beneficial ownership is determined according to the rulesof the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Beneficial ownership of common stock of the Company is based on 37,715,960 shares of common stock of the Company issued and outstanding upon consummation of the Business Combination. The expected beneficial ownership percentages set forth in the following table with respect to the Company following the consummation of the Business Combination on February27, 2017 do not give effect to the conversion to Company common stock of any of the 650,000 shares of SeriesA Preferred Stock issued to the Preferred Financing Investors upon Closing.

Unless otherwise indicated, we believe that all persons named in the following table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

NameandAddressofBeneficialOwners(1)		Numberof Shares		%
The Walden Group,Inc.		13,757,629		36.5
Don R. Daseke(2)		15,095,265		40.0
Joseph Kevin Jordan(3)		2,653,353		7.0
Daniel J. Hennessy(4)		1,848,043		4.9
Brian Bonner		43,261		*
Kevin M. Charlton(5)		200,000		*
Ronald J. Gafford(6)		57,682		*
Jonathan Shepko(7)		34,609		*
Mark Sinclair				*
R. Scott Wheeler		136,273		*
Angie J. Moss		27,255		*
All directors and officers as a group (9 persons)		17,442,388		46.2

*Indicates percentage of less than one percent.

(1)Unless otherwise noted, the business address of each of the following entities or individuals is 15455 Dallas Parkway, Suite440, Addison, Texas 75001.

(2)Don R. Daseke is the majority stockholder and President of The Walden Group. As such, Mr.Daseke may be deemed to share voting and dispositive power over the 13,757,629 shares directly held by The Walden Group and therefore may also be deemed to be the beneficial owner of the 13,757,629 shares held by The Walden Group. Mr.Daseke may also be deemed to be the beneficial owner of the 28,841 shares held directly by his spouse. Mr.Daseke disclaims beneficial ownership of such shares in excess of his pecuniary interest in the shares. Mr.Daseke also directly holds 1,308,795 shares of our common stock.

(3)Includes 385,457 shares owned by The Joy and Kevin Jordan Revocable Trust (the Jordan Revocable Trust) and 1,017,359 shares of our common stock owned by the Jordan Family Irrevocable Trust (the Jordan Irrevocable Trust and, together with the Jordan Revocable Trust, the Jordan Trusts). Mr.Jordan is the trustee of the Jordan Trusts and has voting and dispositive power over the shares of our common stock held by the Jordan Trusts. As a result, Mr.Jordan may be deemed to be the beneficial owner of the shares held by the Jordan Trusts. Mr.Jordan disclaims beneficial ownership of such shares in excess of his pecuniary interest in the shares.

(4)These shares represent the shares held by Hennessy Capital Partners II LLC, Hennessy Capitals sponsor (HCAC Sponsor). Daniel J. Hennessy, the Vice Chairman of the Board, is the sole managing member of Hennessy Capital LLC, the sole managing member of HCAC Sponsor. Consequently, Mr.Hennessy may be deemed the beneficial owner of the shares held by HCAC Sponsor and has sole voting and dispositive control over such securities. Mr.Hennessy disclaims beneficial ownership over any securities owned by HCAC Sponsor in which he does not have any pecuniary interest.

(5)Mr.Charlton may also be deemed the beneficial owner of certain of the shares held by HCAC Sponsor by virtue of his ownership of membership interests in HCAC Sponsor, but he disclaims beneficial ownership of such shares except to the extent of a pecuniary interest therein.

(6)These shares are owned of record by Gafford Investments,Ltd. Mr.Gafford is the general partner of Gafford Investments,Ltd. As such, Mr.Gafford may be deemed to share voting and dispositive power over the shares directly held by Gafford Investments,Ltd. and therefore may be deemed to be the beneficial owner of the shares held by Gafford Investments,Ltd. Mr.Gafford disclaims beneficial ownership of such shares in excess of his pecuniary interest in the shares.

(7)These shares are owned of record by Lenox Hill Capital, LLC, a limited liability company of which Mr.Shepko is a member. Mr.Shepko disclaims beneficial ownership of such in excess of his pecuniary interest therein.

Directors and Executive Officers

Information with respect to the Companys directors and executive officers, including biographical information, is set forth in the Proxy Statement in the section entitled Management After the Business Combination beginning on page285 and in the other sections of the Proxy Statement cross-referenced therein, all of which information is incorporated herein by reference.

At a special meeting of Hennessy Capital stockholders conducted on February27, 2017 (the Special Meeting), Messrs.Hennessy, Daseke and Sinclair were each elected as directors with terms commencing upon consummation of the Closing and expiring at the time of our third annual meeting following the Business Combination (expected to be held during the second calendar quarter of 2019). Also on February27, 2017, (i)effective immediately upon consummation of the Closing, (a)the size of the Board was increased to eight members, (b)the Board appointed Messrs.Charlton and Wheeler to serve as directors with terms expiring at the time of our second annual meeting following the Business Combination (expected to be held during the second calendar quarter

of 2018), and (c)the Board appointed Messrs.Bonner and Gafford to serve as directors with terms expiring at the time of our first annual meeting following the Business Combination (expected to be held during the second calendar quarter of 2017) and (ii)effective on February28, 2017, the Board also appointed Mr.Shepko to serve as a director with a term expiring at the time of our first annual meeting following the Business Combination (expected to be held during the second calendar quarter of 2017).

The Board has determined that Messrs.Hennessy, Bonner, Charlton, Gafford, Shepko and Sinclair are independent within the meaning of Nasdaq Rule5605(a)(2)and, to the extent applicable, that they qualify as independent directors according to the rulesand regulations of the SEC with respect to audit committee membership.

On February27, 2017, (i)Mr.Daseke was elected to serve as Chairman of the Board, (ii)Mr.Hennessy was elected to serve as Vice Chairman of the Board, (iii)Messrs.Bonner, Shepko and Sinclair were appointed by the Board to serve on the Boards Audit Committee, with Mr.Sinclair as Chairman, (iv)Messrs.Charlton, Gafford and Hennessy were appointed by the Board to serve on the Boards Compensation Committee, with Mr.Charlton as Chairman, and (v)Messrs.Bonner, Gafford and Hennessy were appointed by the Board to serve on the Boards Nominating Governance Committee, with Mr.Hennessy as Chairman, in each case effective immediately upon consummation of the Closing, except Mr.Shepkos appointment was effective February28, 2017. Information with respect to the Audit Committee, the Compensation Committee and the Nominating Governance Committee is set forth in the Proxy Statement in the section entitled Management after the Business Combination beginning on page285 and in the other sections of the Proxy Statement cross-referenced therein, all of which information is incorporated herein by reference.

Promptly after the Closing, and effective immediately upon consummation of the Business Combination, Mr.Daseke was appointed to serve as the Companys Chief Executive Officer and President, Mr.Wheeler was appointed to serve as the Companys Executive Vice President and Chief Financial Officer and Ms.Moss was appointed to serve as the Companys Vice President, Chief Accounting Officer, Corporate Controller and Assistant Secretary. Biographical information for each of Messrs.Daseke and Wheeler and Ms.Moss, the new executive officers of the Company, is set forth in the Proxy Statement in the section entitled Information About DasekeExecutive Officers beginning on page248, which is incorporated herein by reference.

In connection with the Closing, and effective immediately upon consummation of the Business Combination, Bradley Bell, Richard Burns, Peter Shea and Thomas J. Sullivan each resigned from their positions as directors of the Company and Daniel J. Hennessy, Kevin M. Charlton and Nicholas A. Petruska each resigned from their positions as officers of the Company.

Executive Compensation

The compensation of Hennessy Capitals executive officers before the Business Compensation is described in the Proxy Statement in the section entitled Information About Hennessy CapitalExecutive Compensation beginning on page217, which is incorporated herein by reference. The compensation of Dasekes named executive officers before the Business Combination is described in the Proxy Statement in the section entitled Executive and Director Compensation of Daseke beginning on page250, which is incorporated herein by reference. Also, the disclosure set forth under Item 1.01. Entry Into a Material Definitive AgreementEmployment Agreements in the Original Form8-K is incorporated herein by reference.

On February27, 2017, the stockholders of Hennessy Capital approved the Daseke,Inc. 2017 Omnibus Incentive Plan (the Incentive Plan). The description of the Incentive Plan set forth in the section of the Proxy Statement entitled Incentive Plan Proposal beginning on page197 is incorporated herein by reference. A copy of the full text of the Incentive Plan is filed with the Original Form8-K as Exhibit10.13 and is incorporated herein by reference, and the foregoing description of the Incentive Plan is qualified in its entirety by reference thereto.

Director Compensation

The compensation of Dasekes directors before the Business Combination is described in the Proxy Statement in the section entitled Executive and Director Compensation of Daseke beginning on page250, which is incorporated herein by reference.

The compensation to be paid to the Companys non-employee directors subsequent to the Business Combination is described in the Proxy Statement in the section entitled Management After the Business CombinationDirector Compensation beginning on page288, which is incorporated herein by reference.

Certain Relationships and Related Party Transactions

A description of certain relationships and related party transactions is included in the Proxy Statement in the section entitled Certain Relationships and Related Party Transactions beginning on page307, which is incorporated herein by reference. The information set forth under the headings Employment Agreements and Indemnification Agreements under Item 1.01. Entry into a Material Definitive Agreement in the Original Form8-K is also incorporated herein by reference.

Legal Proceedings

The Company is involved in litigation and claims primarily arising in the normal course of business, which include claims for personal injury or property damage incurred in the transportation of freight. The Companys insurance program for liability, physical damage and cargo damage involves self-insurance with varying risk retention levels. Claims in excess of these risk retention levels are covered by insurance in amounts that management considers to be adequate. Based on its knowledge of the facts and, in certain cases, advice of outside counsel, the Company believes the resolution of claims and pending litigation, will not have a material adverse effect on it, taking into account existing reserves.

Market Price of and Dividends on the Registrants Common Equity and Related Stockholder Matters

Information about the market price, number of stockholders and dividends for the Companys securities is set forth in the Proxy Statement in the section entitled Price Range of Securities and Dividends beginning on page315, which is incorporated herein by reference. On February27, 2017, the closing sale price of our common stock and warrants was $10.22 per share and $1.15 per warrant, respectively. During the period from February4, 2017 through February27, 2017, the high and low sales prices for our common stock were $10.40 and $9.97, respectively, and the high and low sales prices for our warrants were $1.20 and $0.82, respectively.

The Company believes there were 15 (or 99, giving effect to the issuance of the Companys common stock to Dasekes pre-Business Combination stockholders, which will occur upon such stockholders delivery of requisite documents to the Companys exchange agent) record holders of shares of common stock and two record holders of warrants immediately after the Business Combination on February27, 2017.

In connection with the Closing, the Companys common stock trading symbol was changed to DSKE and its warrant trading symbol was changed to DSKEW on The Nasdaq Capital Market.

We have not paid any cash dividends on our common stock to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements, debt covenants and general financial condition. The payment of any cash dividends will be within the discretion of our board of directors at such time. Under the Term Loan Facility and the ABL Facility, the payment of dividends and distributions generally are restricted, subject to certain exceptions.

Recent Sales of Unregistered Securities

Information about unregistered sales of Hennessy Capitals equity securities is set forth in PartII,Item 15. Recent Sales of Unregistered Securities of Amendment No.1 to Hennessy Capitals Registration Statement on FormS-1 (File No.333-205152) filed with the SEC on July14, 2015 and in Item 3.02 of Hennessy Capitals

Current Report on Form8-K filed on July28, 2015. Information about the Companys unregistered sales of securities is set forth in Item 3.02 of the Companys Current Report on Form8-K filed on February27, 2017. All such information is incorporated herein by reference.

Description of the Companys Securities

A description of the Companys common stock and warrants is included in the Proxy Statement in the sections entitled Description of SecuritiesAuthorized and Outstanding Stock beginning on page291 and Description of SecuritiesWarrants beginning on page296, which descriptions are incorporated herein by reference. A description of the Companys SeriesA Preferred Stock is included in the Proxy Statement in the section entitled The Business Combination ProposalSeriesA Convertible Preferred Stock Certificate of Designations beginning on page140, which description is incorporated herein by reference.

The Company has authorized 260 million shares of capital stock, consisting of 250 million shares of common stock, $0.0001 par value per share, and 10 million shares of preferred stock, $0.0001 par value per share.

Upon consummation of the Business Combination and the transactions related thereto, there were 37,715,960 shares of the Companys common stock issued and outstanding, 650,000 shares of SeriesA Preferred Stock outstanding and 35,040,664 warrants to purchase 17,520,332 shares of the Companys common stock outstanding.

The Company believes there were 15 (or 99, giving effect to the issuance of the Companys common stock to Dasekes pre-Business Combination stockholders, which will occur upon such stockholders delivery of requisite documents to the Companys exchange agent) record holders of shares of common stock and two record holders of warrants immediately after the Business Combination on February27, 2017.

Indemnification of Directors and Officers

Information about the indemnification of the Companys directors and officers is set forth in the Proxy Statement in the section entitled The Business Combination ProposalIndemnification of Directors and Officers; Directors and Officers Insurance beginning on page133 and in Amendment No.1 to Hennessy Capitals Registration Statement on FormS-1 (File No.333-205152) filed with the SEC on July14, 2015, in the section entitled Limitation on Liability and Indemnification of Officers and Directors, beginning on page104, and in Item 14 of PartII thereof, all of which information is incorporated herein by reference.

See also Item 1.01 Entry Into a Material Agreement Indemnification Agreements of the Original Form8-K, which is incorporated herein by reference.

Financial Statements and Supplementary Data

The historical financial statements and accompanying notes identified in Section(a)under Item 9.01. Financial Statements and Exhibits of this Form8-K are incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The information set forth under Item 4.01. Changes in Registrants Certifying Accountant of the Original Form8-K is incorporated herein by reference.

Exhibits

The exhibits identified in Section(d)under Item 9.01. Financial Statements and Exhibits of this Form8-K are incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

The following audited consolidated financial statements of Daseke and its subsidiaries, together with the notes thereto, are included in this Form8-K on the pagesset forth below:

	Page
Report of independent registered public accounting firm	F-1
Consolidated balance sheets as of December31, 2016 and 2015	F-2
Consolidated statements of operations and comprehensive income (loss) for the years ended December31, 2016, 2015 and 2014	F-3
Consolidated statements of changes in stockholders equity for the years ended December31, 2016, 2015 and 2014	F-4
Consolidated statements of cash flows for the years ended December31, 2016, 2015 and 2014	F-5
Notes to consolidated financial statements	F-7

(b)Pro Forma Financial Information.

Reference is made to Item 2.01 of this Form8-K, Completion of Acquisition or Disposition of AssetsUnaudited Pro Forma Condensed Combined Financial Information for the following pro forma financial information:

Introduction

Unaudited Pro Forma Condensed Combined Balance Sheet as of December31, 2016

Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December31, 2016

Notes to Unaudited Pro Forma Condensed Combined Financial Information

(d) Exhibits.

The ExhibitIndex following the pagebelow is incorporated herein by reference.

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 hereunto duly authorized.

Dated: March16, 2017	DASEKE,INC.
	By:	/s/ Angie J. Moss
	Name:	Angie J. Moss
	Title:	Vice President, Chief Accounting Officer and Corporate Controller

EXHIBITINDEX

ExhibitNo.		Exhibit
2.1		Merger Agreement, dated as of December22, 2016, by and among Hennessy Capital Acquisition Corp. II, HCAC Merger Sub,Inc., Daseke,Inc. and Don R. Daseke, solely in his capacity as the Stockholder Representative (incorporated by reference to Exhibit2.1 to the registrants Current Report on Form8-K filed by the registrant on December29, 2016).
3.1**		Second Amended and Restated Certificate of Incorporation of Hennessy Capital Acquisition Corp. II. (renamed Daseke,Inc.).
3.2**		Certificate of Designations, Preferences, Rights and Limitations of 7.625% SeriesA Convertible Cumulative Preferred Stock of Daseke,Inc.
4.1**		Amended and Restated Registration Rights Agreement, dated February27, 2017, by and among the registrant, Daseke Companies,Inc. (f/k/a Daseke,Inc.), Hennessy Capital Partners II LLC, and certain security holders of the registrant party thereto.
4.2		Formof Lock-Up Agreement (incorporated by reference to ExhibitF to Exhibit2.1 to the registrants Current Report on Form8-K filed by the registrant on December29, 2016).
4.3		Warrant Agreement between Continental Stock Transfer Trust Company and the registrant (incorporated by reference to Exhibit4.1 to the registrants Current Report on Form8-K filed on July28, 2015).
10.1**		Term Loan Agreement, dated as of February27, 2017, among the registrant, HCAC Merger Sub,Inc. (which merged with and into Daseke,Inc., which changed its name to Daseke Companies,Inc.), as borrower, certain financial institutions party thereto, as lenders, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and Credit Suisse Securities (USA) LLC, UBS Securities LLC, and PNC Capital Markets LLC, as joint lead arrangers and joint bookrunners.
10.2**		Fifth Amended and Restated Revolving Credit and Security Agreement, dated February27, 2017, among the registrant, HCAC Merger Sub,Inc. (which merged with and into Daseke,Inc., which changed its name to Daseke Companies,Inc.) and certain of its subsidiaries party thereto, PNC Bank, National Association, as lender and agent, and certain financial institutions, as lenders, from time to time party thereto.
10.3**		Employment Agreement, dated February27, 2017, by and between the registrant and Don R. Daseke.
10.4**		Employment Agreement, dated February27, 2017, by and between the registrant and R. Scott Wheeler.
10.5**		Employment Agreement, dated February27, 2017, by and between the registrant and Angie J. Moss.
10.6**		Formof Indemnification Agreement between the registrant and each of its directors and executive officers.
10.7**		Formof Restricted Stock Unit Award Agreement of the registrant.
10.8**		Formof Non-Qualified Stock Option Award Agreement of the registrant.
10.9**		Formof Non-Qualified Stock Option Award Agreement for Non-Employee Directors of the registrant.
10.10**		Daseke,Inc. 2017 Management Stock Ownership Program.
10.11**		Daseke,Inc. 2017 Stock Ownership Program for Employees.
10.12**		Daseke,Inc. 2017 Stock Ownership Program for Truck Driver Employees.
10.13**		Daseke,Inc. 2017 Omnibus Incentive Plan.
10.14		Formof Backstop and Subscription Agreement by and among Hennessy Capital Acquisition Corp. II, Hennessy Capital Partners II LLC and the investor(s)party thereto (incorporated by reference to Exhibit10.1 to the registrants Current Report on Form8-K filed by the registrant on December29, 2016).
10.15		Formof Subscription Agreement for 7.625% SeriesA Convertible Preferred Stock by and among Hennessy Capital Acquisition Corp. II and the investor(s)party thereto (including the form of Certificate of Designations, Preferences, Rights and Limitations of 7.625% SeriesA Convertible Cumulative Preferred Stock of Daseke,Inc. (f/k/a Hennessy Capital Acquisition Corp. II) attached as

ExhibitNo.		Exhibit
		ExhibitA thereto) (incorporated by reference to Exhibit10.2 to the registrants Current Report on Form8-K filed by the registrant on December29, 2016).
10.16		Voting and Support Agreement, dated as of December22, 2016, by and among Daseke,Inc., Hennessy Capital Partners II LLC and the other initial stockholders of Hennessy Capital Acquisition Corp. II set forth therein (incorporated by reference to Exhibit10.3 to the registrants Current Report on Form8-K filed by the registrant on December29, 2016).
10.17		Letter Agreement, dated as of December22, 2016, by and among Hennessy Capital Acquisition Corp. II, Daseke,Inc., The Walden Group,Inc. Prudential Capital Partners IV, L.P., Prudential Capital Partners Management Fund IV, L.P., Prudential Capital Partners (Parallel Fund) IV, L.P., Main Street Capital Corporation, Main Street Capital II, LP and Main Street Mezzanine Fund, LP. (incorporated by reference to Exhibit10.4 to the registrants Current Report on Form8-K filed by the registrant on December29, 2016).
10.18		Sponsor Share Forfeiture Agreement, dated as of December22, 2016, by and between Hennessy Capital Acquisition Corp. II, Hennessy Capital Partners II LLC and Daseke,Inc. (incorporated by reference to Exhibit10.5 to the registrants Current Report on Form8-K filed by the registrant on December29, 2016).
16.1**		Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission, dated March3, 2017.
21.1*		List of subsidiaries.

* Filed herewith.

** Previously filed in the Original Form8-K.

The exhibits and schedules to this Exhibithave been omitted in accordance with Regulation S-K Item 601(b)(2). The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Daseke,Inc.

We have audited the accompanying consolidated balance sheets of Daseke,Inc. (a Delaware corporation) and subsidiaries (the Company) as of December31, 2016 and 2015, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders equity, and cash flows for each of the three years in the period ended December31, 2016. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Companys internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Daseke,Inc. and subsidiaries as of December31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December31, 2016 in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Dallas, Texas

March16, 2017

F-1

DASEKE,INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

		December31,
ASSETS
Current assets:
Cash		$	3,695		$	4,886
Accounts receivable, net		54,177			63,449
Drivers advances and other receivables		2,632			2,463
Current portion of net investment in sales-type leases		3,516			3,116
Parts supplies		1,467			1,836
Income tax receivable
Prepaid and other current assets		13,504			13,854
Total current assets		79,710			90,292
Property and equipment, net		318,747			354,535
Intangible assets, net		71,653			77,654
Goodwill		89,035			88,611
Other long-term assets		11,090			16,515
Total assets		$	570,235		$	627,607
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Checks outstanding in excess of bank balances		$	1,166		$
Accounts payable		4,788			6,107
Accrued expenses and other liabilities		16,104			17,002
Accrued payroll, benefits and related taxes		7,835			8,473
Accrued insurance and claims		9,840			10,405
Current portion of long-term debt		52,665			66,801
Total current liabilities		92,398			109,669
Line of credit		6,858			12,555
Long-term debt, net of current portion		208,372			217,755
Deferred tax liabilities		92,815			92,299
Other long-term liabilities					8,198
Subordinated debt		66,443			67,081
Total liabilities		467,172			507,557
Commitments and contingencies (Note 19)
Stockholders equity:
SeriesB convertible preferred stock, $0.01 par value; 75,000 shares authorized; 64,500 and 54,800 shares issued and outstanding
Common stock (par value $0.01 per share); 300,000 shares authorized, 145,495 shares issued and outstanding
Additional paid-in-capital		117,807			117,807
(Accumulated deficit) retained earnings		(14,694		)	2,355
Accumulated other comprehensive loss		(52		)	(114		)
Total stockholders equity		103,063			120,050
Total liabilities and stockholders equity		$	570,235		$	627,607

The accompanying notes are an integral part of the consolidated financial statements.

F-2