Daseke Closes Acquisition of Aveda Transportation and Energy Services

ADDISON, Texas, June 06, 2018 (GLOBE NEWSWIRE) -- Daseke, Inc. (NASDAQ:DSKE) (NASDAQ:DSKEW), the largest owner of flatbed and specialized transportation and logistics solutions in North America, has completed the acquisition of Aveda Transportation and Energy Services (TSX-V:AVE), one of the largest and fastest-growing oil rig moving companies in North America.

Under terms of the agreement, Daseke paid C$0.90 (US$0.70) per share, or approximately $42.6 million, plus the payoff of $54.8 million in Aveda debt, net of cash. The consideration was comprised of approximately $27.3 million in cash and $15.3 million (1,612,979 shares) in Daseke stock. Equity represented approximately 16% of the total consideration. The transaction was financed with cash on hand, and all figures have been translated from Canadian dollars into U.S. dollars at an exchange rate of 0.78.

Aveda is one of the largest providers of specialized transportation services and equipment required for the exploration, development and production of petroleum resources in the U.S. and Canada. Its services focus on the specialized hauling of large oil rigs and worksite equipment.

“Daseke's two core principles are investing in great people and building an organization of scale,” said Don Daseke, chairman and CEO. “Aveda strongly builds upon these core principles and is an exceptional fit for our platform. Beyond the strategic rationale, this transaction also presents numerous synergies not contemplated in the purchase price. Aveda outsources up to 35% of its long-distance rig movers to other carriers, and we have the equipment to capture some of this revenue through our various operating companies. In addition to cross-selling, we have also identified other benefits of scale in the way of purchasing, fuel and insurance.”

Aveda President and CEO Ronnie Witherspoon stated: “Joining the Daseke team makes our company stronger than ever. The benefits of scale will help us better serve our customers and is already empowering our employee base. Like Daseke, we believe in a people-first culture. A high-quality, passionate employee base is key to the execution of our business plan. We have that culture and so does Daseke, making this combination a perfect match and an exciting new chapter for our company.”

Aveda’s current terminal locations cover almost 80% of the potential North American market, and nearly 90% of its revenue is diversified across all seven of the major U.S. oil basins. Aveda owns approximately 1,300 pieces of equipment, and a November 2017 outside equipment appraisal valued its machinery and equipment at approximately C$114 million (US$90 million).

In 2017, Aveda generated C$199.6 million (US$155.7 million) in revenue, up 172% from C$73.3 million (US$57.2 million) in 2016. Adjusted EBITDA in 2017 improved significantly to C$15.9 million (US$12.4 million) versus an adjusted EBITDA loss of C$6.9 million in 2016 (US$(5.4) million).

In the first quarter of 2018, Aveda generated C$60.2 million (US$47.1 million) in revenue, up 47% from C$41.0 million (US$32.0 million) in the first quarter of 2017. Adjusted EBITDA improved 72% to C$4.4 million (US$3.4 million) versus C$2.6 million in in the first quarter of 2017 (US$2.0 million).

These figures are based on Aveda’s audited consolidated financial statements as of and for the years ended December 31, 2017 and 2016, and quarters ended March 31, 2018 and 2017, prepared in C$ and in accordance with International Financial Reporting Standards and filed on Canadian System for Electronic Document analysis and Retrieval (SEDAR) on April 16, 2018 and May 29, 2018, respectively. See Aveda’s MD&A and company filings for more information.

Daseke continued, “Aveda brings us a blue-chip customer base and a fast-growing, specialized business, supported by a high-quality, culturally-aligned employee base. They are an industry leader that continues to take market share, and we expect joining Daseke will enable them to fuel their continued outperformance. In fact, this aligns with our stated goal of entering specialized niches where we can utilize our scale to become a dominate player.”

About Aveda Transportation and Energy Services

Aveda provides specialized transportation services and equipment required for the exploration, development and production of petroleum resources in the Western Canadian Sedimentary Basin and in the U.S.,  principally in and around the states of Texas, Pennsylvania, Oklahoma, Ohio and North Dakota. Aveda balances performance, safety and value for our customers through leadership, financial discipline and proper planning, while providing a culture of Family for our employees. Aveda strives for a world where its operations improve the daily experience of our customers, our employees, and every person we meet on the road to success.

Aveda was incorporated in 1994 as a private company to serve the oil and gas industry. In the spring of 2006 the Company went public on the TSX Venture Exchange. Aveda has major operations in Leduc, AB, Edson, AB, Grande Prairie, AB, Pleasanton, TX, Midland, TX, Pecos, TX, Marshall, TX, Williston, ND, Williamsport, PA, Martins Ferry, OH and Oklahoma City, OK. Aveda has 12 locations which cover North America’s most prolific oil and gas plays. The Company has almost 1,500 pieces of modern, well maintained equipment and employs approximately 625 team members. Aveda’s unique differentiator is our advanced operational and safety culture. For more information on Aveda please visit .

About Daseke, Inc.

Daseke, Inc. is a leading consolidator and the largest owner of flatbed and specialized transportation and logistics capacity in North America. Daseke offers comprehensive, best-in-class services to many of the world’s most respected industrial shippers through experienced people, more than 5,200 tractors, more than 11,000 flatbed and specialized trailers, and million-plus square feet of industrial warehousing space. Daseke is uniquely positioned as the largest carrier, yet has only a small percent market share, of the highly fragmented flatbed and specialized transportation market. For more information, please visit .

Non-GAAP Measures

This presentation contains financial information from Aveda’s 2017 and 2016 audited financial statements prepared in Canadian $ (C$) and in accordance with International Financial Reporting Standards (IFRS) and filed on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) on April 16, 2018. Standardized EBITDA is earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is Standardized EBITDA, excluding foreign exchange gains or losses which are primarily related to the US dollar activities of the Company and can vary significantly depending on exchange rate fluctuations, which are beyond the control of the Company, and write downs of intangible assets, goodwill impairment, financing costs, gains or losses on disposal of assets, stock based compensation, fees and expenses on settlement of debt and losses on extinguishment of debt, acquisition earn out adjustments, and gain or loss on business combination.

Forward-Looking Statements

This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "forecast," "intend," "seek," "target," “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Projected financial information are forward-looking statements. Forward-looking statements, including those with respect to revenues, earnings, performance, strategies, prospects and other aspects of the business of Daseke, are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, general economic risks (such as downturns in customers’ business cycles and disruptions in capital and credit markets), driver shortages and increases in driver compensation or owner-operator contracted rates, loss of senior management or key operating personnel, Daseke’s ability to recognize the anticipated benefits of recent acquisitions, Daseke’s ability to identify and execute future acquisitions successfully, seasonality and the impact of weather and other catastrophic events, fluctuations in the price or availability of diesel fuel, increased prices for, or decreases in the availability of, new revenue equipment and decreases in the value of used revenue equipment, Daseke’s ability to generate sufficient cash to service all of its indebtedness, restrictions in Daseke’s existing and future debt agreements, increases in interest rates, the impact of governmental regulations and other governmental actions related to Daseke and its operations, litigation and governmental proceedings, and insurance and claims expenses. For additional information regarding known material factors that could cause actual results to differ from those expressed in forward-looking statements, please see Daseke’s filings with the Securities and Exchange Commission, available at , the Annual Report on Form 10-K for the year ended December 31, 2017, particularly the section “Risk Factors.” You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Daseke undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

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