8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2011

Swift Transportation Company

(Exact name of registrant as specified in charter)

Delaware	001-35007	20-5589597
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2200 South 75th Avenue Phoenix, Arizona	85043
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (602) 269-9700

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 25, 2011, Swift Transportation Company issued a news release announcing its results of operations for the first quarter ended March 31, 2011. A copy of the news release, including information concerning forward-looking statements and factors that may affect our future results, is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

Also attached to this Current Report is the Financial Condition Summary and Other Data as Exhibit 99.2 and incorporated herein by reference.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
Exhibit 99.1	News release dated April 25, 2011, issued by Swift Transportation Company
Exhibit 99.2	Swift Transportation Company Financial Condition Summary and Other Data

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SWIFT TRANSPORTATION COMPANY
By:	/s/ Virginia Henkels
	Name:	Virginia Henkels
	Title:	Executive Vice President and Chief Financial Officer

Dated: April 25, 2011

INDEX TO EXHIBITS

Exhibit
Number	Description
Exhibit 99.1	News release dated April 25, 2011, issued by Swift Transportation Company
Exhibit 99.2	Swift Transportation Company Financial Condition Summary and Other Data

EX-99.1

EXHIBIT 99.1

SWIFT TRANSPORTATION COMPANY REPORTS FIRST QUARTER
FINANCIAL AND OPERATING RESULTS

• Operating Revenue Increases $104.1 Million or 15.9%, Over 2010 First Quarter

• Operating Income Increases $23.5 Million, or 101.5%, while Adjusted Operating Income* Increases $14.9 Million, or 46.7%, from 2010 First Quarter

• Operating Ratio Improves 270 basis points, while Adjusted Operating Ratio* Improves 190 Basis Points from 2010 First Quarter

(* 2011 and 2010 results adjusted as detailed below.)

		Three Months Ended March 31,
		2011			2010			Change
		(Unaudited)
	($ in millions, except per share data)
Operating revenue		$	758,889		$	654,830			15.9	%
Revenue excluding fuel surcharge revenue		$	621,072		$	566,014			9.7	%
Operating Income		$	46,729		$	23,193			101.5	%
Adjusted Operating Income		$	46,729		$	31,849			46.7	%
Operating Ratio			93.8	%		96.5	%	270		bps
Adjusted Operating Ratio			92.5	%		94.4	%	190		bps
Diluted EPS		$	0.02		$	(0.88	)	$	0.90
Adjusted EPS		$	0.06		$	(0.38	)	$	0.44

Phoenix, AZ — April 25, 2011 — Swift Transportation Company (NYSE: SWFT), a multi-faceted transportation services company and the largest truckload carrier in North America, today reported adjusted diluted earnings per share, or Adjusted EPS, of $0.06 per share for the first quarter ended March 31, 2011, compared to an adjusted loss of $0.38 per share in the same quarter of 2010. Diluted earnings per share in accordance with GAAP for the first quarter of 2011 and 2010 was $0.02 per share and a loss of $0.88 per share, respectively. A reconciliation of GAAP results to non-GAAP results, as adjusted to exclude certain non-cash or special items, is provided at the end of this release.

Operating revenue for the first quarter of 2011 increased 15.9% over the first quarter of 2010. Excluding fuel surcharge revenue, revenue increased 9.7% over the first quarter of 2010, driven by a 5.9% increase in trucking volumes and a 4.0% increase in average trucking rates. These increases contributed to a 5.6% increase in productivity, measured by weekly trucking revenue per tractor in the 2011 quarter over the 2010 quarter.

The increases in utilization and pricing were the primary reasons for the 270 basis point improvement in Operating Ratio and the 190 basis point improvement in Adjusted Operating Ratio. We also experienced a reduction in depreciation expense as a result of the incremental depreciation charge in the prior year quarter on trailers identified for scrap as well as delayed replacements on a portion of our tractor fleet, resulting in a lower depreciable basis which is also being spread over an extended life. This aging of the tractors also led to an increase in our maintenance expense, which partially offset the depreciation reductions.

Jerry Moyes, Chief Executive Officer, commented, “I am proud of the tremendous effort of our people this quarter and our ability to trim 190 basis points from our Adjusted Operating Ratio in spite of the unusually harsh winter weather in many parts of the country and sharply rising fuel costs which negatively impacted both our volumes and operating costs for the quarter. While our volumes were up over the prior year, the severe weather and softer than anticipated demand in the West hampered our ability to achieve the level of growth we had planned. Our utilization and pricing continue to improve as capacity remains tight, further supported by strengthening demand exiting the quarter.”

Net income in accordance with GAAP for the first quarter of 2011 was $3.2 million, or $0.02 per diluted share, compared to a net loss of $53.0 million, or $0.88 per share, in the first quarter of the prior year. The results in accordance with GAAP for the first quarter of 2011 include non-cash charges of $4.4 million pre-tax for the amortization of certain intangible assets recorded in our 2007 going-private transaction and $4.7 million pre-tax in derivative interest expense for the amortization of previous losses recorded in accumulated other comprehensive income related to the interest rate swaps we terminated in December 2010. The results in accordance with GAAP for the first quarter of 2010 include non-cash charges of $5.2 million pre-tax for the amortization of the same intangibles, as well as $11.1 million pre-tax in derivative interest expense for the change in market value of the interest rate swaps. The results for the first quarter of 2010 also include a $1.3 million impairment charge for trailers and $7.4 million in incremental depreciation expense related to approximately 7,000 trailers which management decided during the 2010 quarter to scrap over the next few years.

We will be filing a Current Report on Form 8-K with the Securities and Exchange Commission to include this press release as well as other supplemental financial information and operating statistics subsequent to the issuance of this press release.

In this press release, in addition to the GAAP results, we present financial results excluding the impact of some or all of the above items in measures such as adjusted operating income and operating ratio, and adjusted EPS. Such measures are not presented in accordance with GAAP and should be considered in addition to, not as a substitute for, or superior to, measures of financial performance in accordance with GAAP. The calculation of each measure, including a reconciliation to the most closely related GAAP measure and the reasons management believes each non-GAAP measure is useful, are included in the attached schedules.

Conference Call and Web Cast

Swift will hold a live conference call with a slide presentation to discuss these results at 1:00 p.m. Eastern time on Tuesday, April 26, 2011. Participants may access the call using the following dial-in numbers: U.S./Canada: (866) 379-9391; International/Local: (706) 634-0901; Confirmation ID: 60469793. The slides presented during the call, as well as a link for the replay, will be available via our investor relations website: http://ir.swifttrans.com/ under the Event Calendar section.

General Information

Swift is based in Phoenix, Arizona. As of March 31, 2011, Swift operated a tractor fleet of approximately 16,100 units comprised of 12,100 tractors driven by company drivers and 4,000 owner-operator tractors, a fleet of 49,400 trailers, and 5,000 intermodal containers from 34 major terminals positioned near major freight centers and traffic lanes in the United States and Mexico. Swift offers customers the opportunity for “one-stop shopping” for their truckload transportation needs through a broad spectrum of services and equipment. Swift’s extensive suite of services includes general, dedicated, and cross-border U.S./Mexico truckload services through dry van, temperature-controlled, flatbed, and specialized trailers, in addition to rail intermodal and non-asset based freight brokerage and logistics management services, making it an attractive choice for a broad array of customers.

Forward-looking statement disclosure:

This press release contains statements that may constitute forward-looking statements, which are based on information currently available, usually identified by words such as “anticipates,” “believes,” “estimates, “plans,” “projects,” “expects,” “intends,” “will,” “could,” “may,” or similar expressions which speak only as of the date the statement was made. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

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Such statements include, but are not limited to, statements concerning our optimism for 2011 as the result of strengthening demand. Such statements are based upon the current beliefs and expectations of Swift’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The factors that we believe could affect our results include, but are not limited to: the amount and velocity of changes in fuel prices and our ability to recover fuel prices through our fuel surcharge program; the direction and duration of any pricing trends, rates and volumes; assumptions regarding demand; any future recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries in which we have a significant concentration of customers; increasing competition from trucking, rail, intermodal, and brokerage competitors; a significant reduction in, or termination of, our trucking services by a key customer; our ability to sustain cost savings realized as part of our recent cost reduction initiatives; our ability to achieve our strategy of growing our revenue; our history of net losses; volatility in the price or availability of fuel; increases in new equipment prices or replacement costs; our significant ongoing capital requirements; the regulatory environment in which we operate, including existing regulations and changes in existing regulations, or violations by us of existing or future regulations; the costs of environmental and safety compliance and/or the imposition of liabilities under environmental and safety laws and regulations; difficulties in driver recruitment and retention; increases in driver compensation to the extent not offset by increases in freight rates; potential volatility or decrease in the amount of earnings as a result of our claims exposure through our wholly-owned captive insurance companies; risks relating to our captive insurance companies; uncertainties associated with our operations in Mexico; our ability to attract and maintain relationships with owner-operators; the possible re-classification of our owner operators as employees; our ability to retain or replace key personnel; conflicts of interest or potential litigation that may arise from other businesses owned by Jerry Moyes; potential failure in computer or communications systems; our labor relations; our ability to execute or integrate any future acquisitions successfully; seasonal factors such as harsh weather conditions that increase operating costs; goodwill impairment; compliance with federal securities laws; and our ability to service our outstanding indebtedness, including compliance with our indebtedness covenants, and the impact such indebtedness may have on the way we operate our business.

A more detailed discussion of factors that could cause Swift’s results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s internet site (http://www.sec.gov). Swift undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Furthermore, nothing herein shall constitute an adoption or approval of any analyst report regarding Swift, nor any undertaking to update or comment upon analysts’ expectations in the future.

Contact Info:
Jason Bates, Vice President Finance, and Investor Relations Officer
or
Ginnie Henkels, Executive Vice President and Chief Financial Officer
Office: 602-269-9700

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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2011 AND 2010

	Three Months Ended March 31,
	2011			2010
	(Amounts in thousands, except per share data)
Operating revenue	$	758,889		$	654,830
Operating expenses:
Salaries, wages and employee benefits		195,476			177,803
Operating supplies and expenses		57,104			47,830
Fuel		150,281			106,082
Purchased transportation		194,037			175,702
Rental expense		17,989			18,903
Insurance and claims		22,725			20,207
Depreciation and amortization of property and equipment		50,358			60,019
Amortization of intangibles		4,727			5,478
Impairments		—			1,274
Gain on disposal of property and equipment		(2,255	)		(1,448	)
Communication and utilities		6,460			6,422
Operating taxes and licenses		15,258			13,365
Total operating expenses		712,160			631,637
Operating income		46,729			23,193
Other (income) expenses:
Interest expense		37,501			62,596
Derivative interest expense		4,680			23,714
Interest income		(467	)		(220	)
Other		(511	)		(371	)
Total other (income) expenses, net		41,203			85,719
Income (loss) before income taxes		5,526			(62,526	)
Income tax expense (benefit)		2,321			(9,525	)
Net income (loss)	$	3,205		$	(53,001	)
Basic earnings (loss) per share	$	0.02		$	(0.88	)
Diluted earnings (loss) per share	$	0.02		$	(0.88	)
Shares used in per share calculations
Basic		138,127			60,117
Diluted		138,900			60,117

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ADJUSTED EPS RECONCILIATION (UNAUDITED) (a)
THREE MONTHS ENDED MARCH 31, 2011 AND 2010

	Three Months Ended
	March 31,
	2011		2010
Diluted earnings (loss) per share	$	0.02	$	(0.88	)
Adjusted for:
Income tax expense (benefit)		0.02		(0.16	)
Income (loss) before income taxes		0.04		(1.04	)
Non-cash impairments(b)		—		0.02
Other unusual non-cash items(c)		—		0.12
Mark-to-market adjustment of interest rate swaps(d)		—		0.19
Amortization of certain intangibles(e)		0.03		0.09
Amortization of unrealized losses on interest rate swaps(f)		0.03		—
Adjusted income (loss) before income taxes		0.10		(0.62	)
Provision for income tax (benefit) expense at normalized effective rate		0.04		(0.24	)
Adjusted EPS	$	0.06	$	(0.38	)

(a)	We define Adjusted EPS as (1) income (loss) before income taxes plus (i) amortization of the intangibles from our 2007 going-private transaction, (ii) non-cash impairments, (iii) other unusual non-cash items, (iv) excludable transaction costs, (v) the mark-to-market adjustment on our interest rate swaps that is recognized in the statement of operations in a given period, and (vi) the amortization of previous losses recorded in accumulated other comprehensive income related to the interest rate swaps we terminated upon our IPO and refinancing transactions in December 2010; (2) reduced by income taxes at 39%, our normalized effective tax rate; (3) divided by weighted average diluted shares outstanding. We believe the presentation of financial results excluding the impact of the items noted above provides a consistent basis for comparing our results from period to period and to those of our peers due to the non-comparable nature of the intangibles from our going-private transaction, the historical volatility of the interest rate derivative agreements and the non-operating nature of the impairment charges, transaction costs and other adjustment items. Adjusted EPS is not presented in accordance with GAAP and should be considered in addition to, not as a substitute for, or superior to, measures of financial performance in accordance with GAAP.
(b)	Revenue equipment with a carrying amount of $3.6 million was written down to its fair value of $2.3 million, resulting in an impairment charge of $1.3 million in the first quarter of 2010.
(c)	Incremental pre-tax depreciation expense of $7.4 million reflecting management’s revised estimates regarding salvage value and useful lives for approximately 7,000 dry van trailers, which management decided during the first quarter of 2010 to scrap over the next few years.
(d)	Mark-to-market adjustment of interest rate swaps of $11.1 million reflects the portion of the change in fair value of these financial instruments which was recorded in earnings in the first quarter of 2010 and excludes the portion recorded in accumulated other comprehensive income under cash flow hedge accounting.
(e)	Amortization of certain intangibles reflects the non-cash amortization expense of $4.4 million and $5.2 million for the three months ended March 31, 2011 and 2010, respectively, relating to certain intangible assets identified in the 2007 going-private transaction through which Swift Corporation acquired Swift Transportation Co.
(f)	Amortization of unrealized losses on interest rate swaps reflects the non-cash amortization expense of $4.7 million for the three months ended March 31, 2011 comprised of previous losses recorded in accumulated other comprehensive income related to the interest rate swaps we terminated upon our IPO and concurrent refinancing transactions in December 2010. Such losses were incurred in prior periods when hedge accounting applied to the swaps and are expensed in relation to the hedged interest payments through the original maturity of the swaps in August 2012.

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ADJUSTED OPERATING INCOME AND OPERATING RATIO RECONCILIATION (UNAUDITED) (a)
THREE MONTHS ENDED MARCH 31, 2011 AND 2010

	Three Months Ended March 31,
	2011			2010
	(Dollars in thousands)
Operating revenue	$	758,889		$	654,830
Less: Fuel surcharge revenue		137,817			88,816
Revenue excluding fuel surcharge revenue		621,072			566,014
Operating expenses		712,160			631,637
Adjusted for:
Fuel surcharge revenue		(137,817	)		(88,816	)
Non-cash impairments		—			(1,274	)
Other items		—			(7,382	) (b)
Adjusted operating expenses		574,343			534,165
Adjusted operating income	$	46,729		$	31,849
Adjusted Operating Ratio (c)		92.5	%		94.4	%
Operating Ratio		93.8	%		96.5	%

(a)	We define Adjusted Operating Ratio as (a) total operating expenses, less (i) fuel surcharge revenue, (ii) non-cash impairment charges, (iii) certain other items, and (iv) excludable transaction costs, as a percentage of (b) total revenue excluding fuel surcharge revenue. We believe fuel surcharge is sometimes volatile and eliminating the impact of this source of revenue (by netting fuel surcharge revenue against fuel expense) affords a more consistent basis for comparing our results of operations. We also believe excluding impairments and other unusual items enhances the comparability of our performance from period to period. Adjusted Operating Ratio is not a recognized measure under GAAP. Adjusted Operating Ratio should be considered in addition to, not as a substitute for, or superior to, measures of financial performance in accordance with GAAP.
(b)	Incremental pre-tax depreciation expense reflecting management’s revised estimates regarding salvage value and useful lives for approximately 7,000 dry van trailers, which management decided during the first quarter of 2010 to scrap over the next few years.
(c)	We have not included adjustments to Adjusted Operating Ratio to reflect the non-cash amortization expense of $4.4 million and $5.2 million during the three months ended March 31, 2011 and 2010, respectively, relating to certain intangible assets identified in our 2007 going private transaction.

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EX-99.2

EXHIBIT 99.2

Swift Transportation Company
Financial Condition Summary and Other Data

For the first quarter ended March 31, 2011, our net cash capital expenditures were $33.7 million compared to $12.5 million in the same quarter of the prior year, while the gross value of equipment and facilities acquired through cash, capital lease, or operating lease financing was $40.2 million and $39.7 million in the first quarters of 2011 and 2010, respectively. At March 31, 2011, we had cash of $21.5 million, excluding restricted cash of $85.1 million held primarily as collateral by our captive insurance subsidiaries. We also had available liquidity of $290.8 million on March 31, 2011, consisting of $234.8 million available on our undrawn revolving line of credit, after giving effect for the $165.2 million of letters of credit outstanding under this facility, and $56.0 million available under our accounts receivable securitization facility. Additionally, on January 20, 2011 and as previously reported in our Annual Report on Form 10-K, we sold an additional 6,050,000 shares of our Class A common stock to the underwriters of our initial public offering (“IPO”) at the IPO price of $11.00 per share, less the underwriters’ discount, pursuant to the over-allotment option in the underwriting agreement and received proceeds of $63.2 million in cash. We used $60.0 million of these proceeds to pay down our senior secured term loan and the remaining $3.2 million to pay down our accounts receivable securitization obligation.

Additional information regarding our financial condition, cash flows, and other data for the first quarter of 2011 is included in the following schedules.

OPERATING STATISTICS (UNAUDITED)

	Three Months Ended
	March 31,
	2011			2010
Trucking revenue (1,2)	$	554,721		$	503,507
Weekly trucking revenue per tractor (2)	$	2,862		$	2,711
Deadhead miles percentage		12.13	%		12.22	%
Average loaded length of haul (miles)		430			438
Average tractors available for dispatch
Company		11,105			10,747
Owner Operator		3,972			3,696
Total		15,077			14,443

Notes to Operating Statistics:

(1)	In thousands.
(2)	Excludes fuel surcharge, rail, third party carrier, leasing, and other shop and miscellaneous revenue.

ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (UNAUDITED) (a)
THREE MONTHS ENDED MARCH 31, 2011 AND 2010

	Three Months Ended
	March 31,
	2011			2010
	(Amounts in thousands)
Net income (loss)	$	3,205		$	(53,001	)
Adjusted for:
Depreciation and amortization of property and equipment		50,358			60,019
Amortization of intangibles		4,727			5,478
Interest expense		37,501			62,596
Derivative interest expense		4,680			23,714
Interest income		(467	)		(220	)
Income tax expense (benefit)		2,321			(9,525	)
Earnings before interest, taxes, depreciation and amortization (EBITDA)	$	102,325		$	89,061
Non-cash equity compensation (b)		2,424			—
Non-cash impairments		—			1,274
Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	104,749		$	90,335

(a)

We define Adjusted EBITDA as net income (loss) plus (i) depreciation and amortization, (ii) interest and derivative interest expense, including other fees and charges associated with indebtedness, net of interest income, (iii) income taxes, (iv) non-cash impairments, (v) non-cash equity compensation expense, (vi) other unusual non-cash items, and (vii) excludable transaction costs. We believe that Adjusted EBITDA is a relevant measure for estimating the cash generated by our operations that would be available to cover capital expenditures, taxes, interest and other investments and that it enhances an investor’s understanding of our financial performance. We use Adjusted EBITDA for business planning purposes and in measuring our performance relative to that of our competitors. Our method of computing Adjusted EBITDA is consistent with that used in our senior secured credit agreement for covenant compliance purposes and may differ from similarly titled measures of other companies. Adjusted EBITDA is not a recognized measure under GAAP. Adjusted EBITDA should be considered in addition to, not as a substitute for or superior to, net income, operating income or any other performance measures derived in accordance with GAAP as measures of operating performance or operating cash flows as a measure of liquidity.

(b)

Includes the $2.4 million of recurring non-cash equity compensation expense following our IPO, on a pre-tax basis.

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SELECTED CONSOLIDATED BALANCE SHEET DATA (UNAUDITED)
AS OF MARCH 31, 2011 AND DECEMBER 31, 2010

	March 31, 2011			December 31, 2010
	(Amounts in thousands)
Cash and cash equivalents	$	21,549		$	47,494
Restricted cash		85,078			84,568
Accounts receivable, net		314,666			276,879
Property and equipment, net		1,315,399			1,339,638
Intangible assets, net		364,017			368,744
Goodwill		253,256			253,256
Other assets		201,715			197,316
Total assets	$	2,555,680		$	2,567,895
Total debt and capital lease obligations (1)		1,693,809			1,774,100
Securitization of accounts receivable		136,000			171,500
Other liabilities		735,639			705,466
Total liabilities		2,565,448			2,651,066
Stockholders’ deficit		(9,768	)		(83,171	)
Total liabilities and stockholders’ deficit	$	2,555,680		$	2,567,895

Notes to Selected Consolidated Balance Sheet Data:

(1) Total debt and capital lease obligations as of March 31, 2011 includes $999.2 million net carrying value of senior secured first lien term loan, $490.4 million net carrying value of senior second priority secured notes, $11.0 million of unsecured floating rate notes, $15.7 million of unsecured fixed rate notes, and $177.5 million of other secured indebtedness and capital lease obligations. Total debt and capital lease obligations as of December 31, 2010 includes $1,059.4 million net carrying value of senior secured first lien term loan, $490.0 million net carrying value of senior second priority secured notes, $11.0 million of unsecured floating rate notes, $15.7 million of unsecured fixed rate notes, and $198.0 million of other secured indebtedness and capital lease obligations.

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SELECTED CONSOLIDATED CASH FLOW DATA (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2011 AND 2010

	Three Months Ended March 31,
	2011			2010
	(Amounts in thousands)
Net income (loss)	$	3,205		$	(53,001	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities		64,139			55,464
(Decrease) increase in cash resulting from changes in Accounts receivable, inventories, other assets, accounts payable, accrued liabilities and other liabilities		(7,469	)		12,644
Net cash provided by operating activities	$	59,875		$	15,107
Capital expenditures, net of disposal proceeds	$	(33,654	)	$	(12,471	)
Increase in restricted cash		(510	)		(24,002	)
Other investing activities		2,615			1,342
Net cash used in investing activities	$	(31,549	)	$	(35,131	)
Proceeds from issuance of common stock, net of fees and costs of issuance (1)	$	62,994		$	—
Repayment of long term debt and capital lease obligations		(81,765	)		(10,625	)
Net change in accounts receivable securitization obligation		(35,500	)		2,000
Other financing activities		—			114
Net cash used in financing activities	$	(54,271	)	$	(8,511	)
Net decrease in cash and cash equivalents		(25,945	)		(28,535	)
Cash and cash equivalents at beginning of period		47,494			115,862
Cash and cash equivalents at end of period	$	21,549		$	87,327

Notes to Selected Consolidated Cash Flow Data:

(1) On January 20, 2011, we issued an additional 6,050,000 shares of our Class A common stock to the underwriters of our IPO at the IPO price of $11.00 per share, less the underwriters’ discount, and received proceeds of $63.2 million in cash, prior to expenses of such issuance, pursuant to the over-allotment option in the underwriting agreement. Of these proceeds, $60.0 million were used in January 2011 to pay down the first lien term loan and $3.2 million were used in February 2011 to pay down the accounts receivable securitization facility.

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