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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2013
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________ to _____________.
 
001-35067
 
Commission File Number
 
SWISHER HYGIENE INC.
 
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
27-3819646
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
     
4725 Piedmont Row Drive, Suite 400
Charlotte, North Carolina
 
28210
(Address of Principal Executive Offices)
 
(Zip Code)
(704) 364-7707
 
(Registrant's Telephone Number, Including Area Code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes þ No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:
 
Larger Accelerated filer
o
Accelerated filer
þ
Non-accelerated filer
o (Do not check if a smaller reporting company)
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
 
Number of shares outstanding of each of the registrant's classes of Common Stock at November 6, 2013: 175,655,215 shares of Common Stock, $0.001 par value per share.
 



 
 
 
 
 
SWISHER HYGIENE INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013
 
TABLE OF CONTENTS
 
 
PART I.   FINANCIAL INFORMATION
 
     
1
     
  1
     
  2
     
  3
     
  4
     
17
     
26
     
27
     
 
PART II. OTHER INFORMATION
 
     
28
     
30
     
30
     
 
 
 
 
 
 
ITEM 1.    FINANCIAL STATEMENTS
 
(Unaudited)
(In thousands, except share data)
 
   
September 30,
   
December 31,
 
   
2013
   
2012
 
Current assets
           
Cash and cash equivalents
 
$
33,490
   
$
61,419
 
Restricted cash
   
5,675
     
5,390
 
Accounts receivable (net of allowance for doubtful accounts of approximately $ 2.0 million at September 30, 2013 and $2.3 million at December 31, 2012)
   
21,050
     
21,225
 
Inventory
   
16,008
     
15,327
 
Receivable due from sale of discontinued operations
   
-
     
12,500
 
Deferred income taxes
   
1,388
     
1,995
 
Assets held for sale
   
8,748
     
-
 
Other assets
   
3,702
     
4,804
 
Total current assets
   
90,061
     
122,660
 
Property and equipment, net
   
46,316
     
48,348
 
Goodwill
   
101,526
     
106,358
 
Other intangibles, net
   
9,052
     
11,051
 
Customer relationships and contracts, net
   
30,777
     
36,770
 
Other noncurrent assets
   
1,743
     
2,498
 
Total assets
 
$
279,475
   
$
327,685
 
                 
Current liabilities
               
Accounts payable and accrued expenses
 
$
28,762
   
$
27,993
 
Long-term debt and obligations due within one year
   
5,268
     
9,145
 
Total current liabilities
   
34,030
     
37,138
 
Long-term debt and obligations
   
2,649
     
5,284
 
Deferred income taxes
   
5,486
     
4,673
 
Other long-term liabilities
   
3,478
     
3,447
 
Total noncurrent liabilities
   
11,613
     
13,404
 
                 
Commitments and contingencies
               
                 
Equity
               
Swisher Hygiene Inc. stockholders’ equity
               
Preferred stock, par value $0.001, authorized 10,000,000 shares; no shares issued and outstanding at September 30, 2013 and December 31, 2012
   
-
     
-
 
Common stock, par value $0.001, authorized 600,000,000 shares; 176,834,852 and 175,157,404 shares issued and outstanding at September 30, 2013 and December 31, 2012
   
177
     
175
 
Additional paid-in capital
   
388,199
     
385,452
 
Accumulated deficit
   
(153,528
)
   
(107,507
)
Accumulated other comprehensive loss
   
(1,016
)
   
(999
)
Total Swisher Hygiene Inc. stockholders’ equity
   
233,832
     
277,121
 
Non-controlling interest
   
-
     
22
 
Total equity
   
233,832
     
277,143
 
Total liabilities and equity
 
$
279,475
   
$
327,685
 

See Notes to Condensed Consolidated Financial Statements

 
 
1

 
(In thousands, except share and per share data)
 
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2013
   
2012
   
2013
   
2012
 
Revenue
                       
Products
 
$
49,864
   
$
52,391
   
$
144,897
   
$
156,409
 
Services
   
5,728
     
6,263
     
17,381
     
20,016
 
Franchise and other
   
324
     
365
     
1,047
     
928
 
Total revenue
   
55,916
     
59,019
     
163,325
     
177,353
 
                                 
Costs and expenses
                               
Cost of sales (exclusive of route expenses and related depreciation and amortization)
   
25,234
     
26,045
     
72,199
     
78,124
 
Route expenses
   
10,981
     
10,990
     
32,788
     
31,756
 
Selling, general, and administrative expenses
   
25,249
     
30,032
     
82,294
     
95,598
 
Acquisition and merger expenses
   
-
     
59
     
-
     
220
 
Depreciation and amortization
   
5,538
     
5,656
     
16,690
     
15,820
 
Impairment related to assets held for sale
   
1,692
     
-
     
3,330
     
-
 
Total costs and expenses
   
68,694
     
72,782
     
207,301
     
221,518
 
Loss from continuing operations
   
(12,778
)
   
(13,763
)
   
(43,976
)
   
(44,165
)
                                 
Other income (expense), net
   
144
     
(507
)
   
(15
)
   
(1,306
)
Net loss from continuing operations before income taxes
   
(12,634
)
   
(14,270
)
   
(43,991
)
   
(45,471
)
Income tax expense
   
(558
)
   
(22
)
   
(1,325
)
   
(109
)
Net loss from continuing operations
   
(13,192
)
   
(14,292
)
   
(45,316
)
   
(45,580
)
(Loss) income from discontinued operations, net of tax
   
(208
)
   
2,749
     
(707
)
   
1,866
 
Net loss
   
(13,400
)
   
(11,543
)
   
(46,023
)
   
(43,714
)
                                 
Comprehensive loss
                               
Employee benefit plan adjustment, net of tax
   
-
     
-
     
3
     
-
 
Foreign currency translation adjustment
   
33
     
23
     
(20
)
   
6
 
Comprehensive loss
 
$
(13,367
)
 
$
(11,520
)
 
$
(46,040
)
 
$
(43,708
)
                                 
(Loss) income per share
                               
Basic and diluted (continuing operations)
 
$
(0.07
)
 
$
(0.08
)
 
$
(0.26
)
 
$
(0.26
)
Basic and diluted (discontinued operations)
 
$
0.00
   
$
0.02
   
$
0.00
    $
0.01
 
                                 
Weighted-average common shares used in the computation of (loss) income per share
                               
Basic and diluted
   
176,815,431
     
175,057,385
     
175,759,971
     
174,961,822
 
 
See Notes to Condensed Consolidated Financial Statements
 
 
2

 

 
 
   
Nine Months Ended September 30,
 
   
2013
   
2012
 
Operating activities
           
Net loss
 
$
(46,023
)
 
$
(43,714
)
Adjustments to reconcile net loss to cash used in operating activities:
               
Loss (income) from discontinued operations, net of tax
   
707
     
(1,866
)
Depreciation and amortization
   
16,690
     
15,820
 
Provision for doubtful accounts
   
736
     
2,956
 
Stock based compensation
   
2,956
     
2,612
 
Realized and unrealized net gain on fair value of convertible promissory notes and earn-outs
   
-
     
(199
)
Deferred income taxes
   
1,419
     
(250
)
Impairment related to assets held for sale
   
3,330
     
-
 
Gain on sale of assets
   
(203)
     
-
 
Changes in working capital components:
               
Accounts receivable
   
(504
)
   
2,464
 
Inventory
   
(681
)
   
(951
)
Other assets and noncurrent assets
   
1,638
     
(871
)
Accounts payable, accrued expenses, and other current liabilities
   
2,906
     
(1,227
)
Net cash used in operating activities of continuing operations
   
(17,029
)
   
(25,226
)
Net cash (used in) provided by operating activities of discontinued operations
   
(3,028
)
   
5,819
 
Cash used in operating activities
   
(20,057
)
   
(19,407
)
Investing activities
               
Proceeds from sale of discontinued operations (including working capital adjustment)
   
12,571
     
-
 
Purchases of property and equipment
   
(13,974
)
   
(15,792
)
    Cash received for sale of assets held for sale
   
349
     
-
 
    Cash received on sale of property and equipment
   
129
     
-
 
Acquisitions, net of cash acquired
   
(151
)
   
(4,310
)
Restricted cash
   
(285
)
   
-
 
Net cash used in investing activities of continuing operations
   
(1,361
)
   
(20,102
)
Net cash used in investing activities of discontinued operations
   
-
     
(2,741
)
Cash used in investing activities
   
(1,361
)
   
(22,843
)
Financing activities
               
Proceeds from debt issuances
   
484
     
-
 
Principal payments on debt
   
(6,996
)
   
(18,671
)
    Proceeds from exercise of stock options
   
1
     
-
 
Net cash used in financing activities of continuing operations
   
(6,511
)
   
(18,671
)
Net cash provided by financing activities of discontinued operations
   
-
     
289
 
Cash used in financing activities
   
(6,511
)
   
(18,382
)
                 
Net decrease in cash and cash equivalents
   
(27,929
)
   
(60,632
)
Cash and cash equivalents at the beginning of the period
   
61,419
     
70,508
 
Cash and cash equivalents at the end of the period
 
$
33,490
   
$
9,876
 

See Notes to Condensed Consolidated Financial Statements
 
 
3

 
 
SWISHER HYGIENE INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
 
Principal Operations
 
    Swisher Hygiene Inc. and its wholly-owned subsidiaries (the “Company,” “Swisher,” “We,” or “Our”) provide essential hygiene and sanitizing solutions to customers throughout much of North America and internationally through its network of company owned operations, franchises and master licensees. These solutions include essential products and services that are designed to promote superior cleanliness and sanitation in commercial environments, while enhancing the safety, satisfaction and well-being of employees and patrons. These solutions are typically delivered by employees on a regularly scheduled basis and involve providing our customers with: (i) consumable products such as detergents, cleaning chemicals, soap, paper and supplies, together with the rental and servicing of dish machines and other equipment for the dispensing of those products; (ii) the rental of facility service items requiring regular maintenance and cleaning, such as floor mats, mops, bar towels, and linens; and (iii) manual cleaning of their facilities.  We serve customers in a wide range of end-markets, with a particular emphasis on the foodservice, hospitality, retail, and healthcare industries.
 
    We have company owned operations, one franchise operation located in San Antonio, Texas and Master License Agreements covering the United Kingdom, Portugal, the Netherlands, Singapore, the Philippines, Taiwan, Korea, Hong Kong/Macau/China, and Mexico. 
 
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
    The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) and therefore do not contain all of the information and footnotes required by GAAP and the SEC for annual financial statements. The Company's Condensed Consolidated Financial Statements reflect all adjustments that management believes are necessary for the fair presentation of their financial position, results of operations, comprehensive loss and cash flows for the periods presented. The information at December 31, 2012 in the Company's Condensed Consolidated Balance Sheet included in this quarterly report was derived from the audited Consolidated Balance Sheet included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on May 1, 2013. The Company's 2012 Annual Report on Form 10-K is referred to in this quarterly report as the “2012 Annual Report.” This quarterly report should be read in conjunction with the 2012 Annual Report.
 
    Intercompany balances and transactions have been eliminated in consolidation. Tabular information, other than share and per share data, is presented in thousands of dollars. Certain reclassifications have been made to prior year amounts for consistency with the current period presentation.
 
Use of Estimates
 
    The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.
 
    The Company's significant accounting policies are discussed in Note 2 of the Notes to Consolidated Financial Statements in our 2012 Annual Report. There have been no significant changes to those policies.
 
 
4

 
 
SWISHER HYGIENE INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
Segment Reporting
 
    We operate in one business segment, the manufacturing, distribution and delivery of hygiene and sanitizing solutions and services. We define business segments as components of an organization for which discrete financial information is available and operating results are evaluated on a regular basis by the chief operating decision maker (“CODM”) in order to assess performance and allocate resources. Our CODM is the Company’s President and Chief Executive Officer. Characteristics of our organization which were relied upon in making this determination include the similar nature of the products and services we sell, the functional alignment of our organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. Previously we operated in two segments. See Note 3, “Discontinued Operations, Dispositions and Acquisitions.”
 
Restricted cash
 
    Restricted cash at September 30, 2013 and December 31, 2012 consists of amounts held in a collateral account to secure certain letters of credit related to workers' compensation liabilities, a note payable, facility lease agreements and purchase card balances.
 
Recent Accounting Pronouncements
 
    In February 2013, the Financial Accounting Standards Board (“FASB”) issued guidance and disclosure requirements for reporting amounts reclassified out of accumulated other comprehensive income. The guidance requires that an entity provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP. The guidance became effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. This standard was adopted in the first quarter of 2013.
 
NOTE 3 — DISCONTINUED OPERATIONS, DISPOSITIONS AND ACQUISITIONS
 
Discontinued Operations – Waste Segment
 
    On November 15, 2012, the Company completed a stock sale of Choice Environmental Services, Inc. (“Choice”), and other acquired businesses, including Lawson Sanitation, LLC, Central Carting Disposal, Inc. and FSR Transporting and Crane Services, Inc., that comprised the Waste segment to Waste Services of Florida, Inc. for $123.3 million resulting in a gain of $13.8 million net of tax that was recognized in the fourth quarter of 2012. The stock purchase agreement stipulated customary purchase price adjustments related to closing balance sheet working capital targets and, in addition, that $12.5 million of the purchase price consideration would be reserved and held back in escrow by the purchaser (the “holdback amount”) and paid subject to certain financial adjustments.  Management recorded the holdback amount in the calculation of the gain on sale of the Waste segment and the amount was classified on the balance sheet as “Receivable due from sale of discontinued operations” at December 31, 2012.  This receivable as well as proceeds from a favorable working capital adjustment were fully collected during the second quarter of 2013.
 
    During the three months ended September 30, 2013, the Company accrued $0.2 million for the settlement of Choice related litigation.  During the nine months ended September 30, 2013, the net loss includes the third quarter litigation accrual and a $0.5 million adjustment to retained workers' compensation liabilities.  Net cash used in connection with discontinued operations for the nine months ended September 30, 2013 principally represent the payment of certain liabilities for severance and professional fees, previously accrued as a part of the sale, as well as cash payments related to retained liabilities.
 
    Revenue for the three months and nine months ended September 30, 2012, related to the Waste segment were $17.0 million and $52.4 million, respectively. Income, net of tax, related to the Waste segment was $2.7 million and $1.9 million, respectively, for the three and nine months ended September 30, 2012.
 
 
 
5

 
 
SWISHER HYGIENE INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
Assets Held For Sale
 
    During the second quarter of 2013, the Company commenced an active program to sell certain linen and dust operations that were determined to be under-performing, non-core businesses or routes.  Additionally, one of the Company’s owned chemical manufacturing plants was closed in connection with our plant consolidation effort.  In accordance with ASC 360, Property, Plant and Equipment, these assets have been classified as assets held for sale in the Condensed Consolidated Balance Sheet and the assets were adjusted to the lower of historical carrying amount or fair value. 
 
    During the third quarter of 2013, the Company furthered its discussions with interested parties regarding potential sales terms and values related to the assets held for sale.  Based on the progression of the individual sales negotiations, the Company identified additional dust control operations and linen routes to be classified as assets held for sale and revised its fair value estimates.  The revision of these estimates resulted in a decrease in estimated selling prices for certain operations including one business that had experienced declines in operating performance during the third quarter.  These adjustments resulted in the recording of an additional impairment of goodwill of $1.1 million and intangibles of $0.6 million.  Additionally, during the quarter, the Company consummated the sale of certain linen customers for $0.3 million in net proceeds. The resulting $0.3 million gain is included in “Other income (expense), net” in the condensed consolidated statement of operations and comprehensive loss.
 
    None of the disposal groups that could be classified as discontinued operations were material, individually or combined, to the Company’s consolidated financial statements, and thus these results of operations were not separately classified in discontinued operations.
 
    The Company expects that the individual sales transactions related to the remainder of the assets held for sale will be primarily complete within the next nine months.   The major classes of the assets held for sale are as follows:
 
   
September 30,
2013
 
Property and equipment, net
  $ 5,362  
Goodwill
    2,268  
Customer relationships, net
    1,103  
Other
    15  
Assets held for sale
  $ 8,748  
 
    See Note 15, "Subsequent Events" for a discussion of the Company's plan to divest additional linen and dust operations.
 
Acquisitions
 
    During the three months ended September 30, 2013, the Company acquired its franchise located in Ottawa, Canada for $0.2 million.

NOTE 4 — GOODWILL AND OTHER INTANGIBLE ASSETS
 
    Changes in goodwill for the nine months ended September 30, 2013 are as follows:
 
Goodwill:
     
   
2013
 
December 31, 2012
 
$
106,358
 
Adjustment to the lower of carrying value or fair market value for Assets Held for Sale (Note 3)
   
(2,727
)
Reclassification to Assets Held for Sale (Note 3)
   
(2,268
)
Additions related to acquisitions (Note 3)
   
163
 
September 30, 2013
 
$
101,526
 
 
    The Company’s accounting policy is to perform an annual goodwill impairment test in the fourth quarter or more frequently whenever events or circumstances indicate that goodwill or the carrying value of intangible assets may not be recoverable.  As of September 30, 2013, following a qualitative review of the key drivers of fair value, the Company determined that it was necessary to perform Step 1 of the quantitative goodwill impairment test in accordance with ASC 350, Intangibles- Goodwill and Other.  A valuation firm was used to perform the testing and determined that no impairment of goodwill was required, other than as described in Note 3-“Discontinued Operations, Dispositions and Acquisitions.”  Based on this analysis, fair value exceeded carrying value by 2.0%.  The quantitative analysis consisted of the income approach, specifically the discounted cash flow (“DCF”) method to derive the fair value of the Company.  The key variables that drive our cash flows are customer growth and attrition and operational efficiencies.  The terminal value growth rate assumption, as well as the Weighted Average Cost of Capital (“WACC”) rate applied, are additional key variables in the DCF model.  The estimates and assumptions used are subject to uncertainty, including our ability to grow revenue and our profitability levels.  Relatively small declines in the future performance and cash flows of the Company or small changes in the key assumptions may result in significant asset impairment charges.  For example, keeping all variables constant, an increase in the WACC rate of less than 1% or a decrease in forecasted revenue of 2% would require that we perform the second step of the goodwill impairment test.  The estimates used for our future cash flows and discount rates represent management’s best estimates, which we believe to be reasonable, but future declines in business performance may impair the recoverability of our goodwill and intangible assets balances and result in an impairment charge being recorded in future periods.
 
 
 
6

 
 
SWISHER HYGIENE INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
    Amortization expense on finite lived intangible assets for the nine months ended September 30, 2013 and 2012 was $6.2 million and $6.5 million, respectively.  Also during the third quarter of 2013, as discussed in Note 3, “Discontinued Operations, Dispositions and Acquisitions,” the Company recorded $0.6 million of impairment related to its customer relationships and contracts.
 
NOTE 5 — INVENTORY
 
    Inventory, net of reserves as of September 30, 2013 and December 31, 2012 consisted of the following:
 
   
September 30,
   
December 31,
 
   
2013
   
2012
 
Finished goods
 
$
13,252
   
$
11,595
 
Raw materials
   
2,226
     
3,202
 
Work in process
   
530
     
530
 
Total
 
$
16,008
   
$
15,327
 

 
NOTE 6 — EQUITY
 
    Changes in equity for the nine months ended September 30, 2013 consisted of the following:
 
Balance at December 31, 2012
 
$
277,143
 
Stock based compensation
   
2,956
 
Net effect of shares issued upon exercise of stock options and withheld related to net share settlement of RSUs
   
(205
)
Foreign currency translation adjustment
   
(20
)
Employee benefit plan adjustment
   
3
 
Liquidation of minority interest
   
(22
)
Net loss
   
(46,023
)
Balance at September 30, 2013
 
$
233,832
 
 
    Subsequent to the Company’s notification from NASDAQ in June of 2013, that indicated the Company had completed all outstanding filing requirements and had regained compliance with NASDAQ listing rules, the Company was in a position to settle previously vested RSUs. During the nine months ended September 30, 2013, the Company issued a total of 695,422 shares related to previously vested RSUs and in accordance with certain employees’ instructions, the Company withheld 216,924 shares to cover the required statutory withholding tax totaling $0.2 million, which was determined based on the closing price of our common stock on June 5, 2013. These shares are considered retired under the provisions of the Swisher Hygiene Inc. 2010 Stock Incentive Plan. See Note 14, "Commitments and Contingencies" - in the Other Related Matters section.
 
 
7

 
 
SWISHER HYGIENE INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
Comprehensive Loss
 
    A summary of the changes in the components of accumulated other comprehensive loss for the nine months ended September 30, 2013 is provided below:
 
   
Foreign
Currency Translation Adjustment
   
Employee
Benefit Plan
   
Accumulated
Other Comprehensive Loss
 
Balance at December 31, 2012
 
$
(61
)
 
$
(938
)
 
$
(999
)
Current period other comprehensive income (loss)
   
(20
)
   
3
     
(17
)
Balance at September 30, 2013
 
$
(81
)
 
$
(935
)
 
$
(1,016
)
 
NOTE 7 — LONG-TERM DEBT AND OBLIGATIONS
 
   
September 30,
2013
   
December 31,
2012
 
Notes payables
 
$
2,483
   
$
3,909
 
Convertible promissory notes, 4.0%: maturing at various dates through 2016
   
4,582
     
8,089
 
Capitalized lease obligations and other financing
   
852
     
2,431
 
Total debt and obligations
   
7,917
     
14,429
 
Long-term debt and obligations due within one year
   
(5,268
)
   
(9,145
)
Long-term debt and obligations
 
$
2,649
   
$
5,284
 
 
    Notes payable consist primarily of obligations incurred or assumed related to prior years’ acquisitions. One of the seller notes payable totaling $1.0 million is secured by a letter of credit and the remaining notes are secured by the Company. Interest on these notes range between 2.5% and 4.5% and they mature at various dates through 2019.
 
    At the Company’s election, convertible promissory notes with an aggregate principal balance of $4.3 million may be settled into a maximum of 2,397,227 shares of common stock. The Company may settle, at any time prior to and including the maturity date, any portion of the outstanding principal amount, plus accrued interest in a combination of cash and shares of common stock. To the extent that the Company’s common stock is part of such settlement, the settlement price is the most recent closing price of the Company’s common stock on the trading day prior to the date of settlement. Although none of these notes have been settled to date with shares, if all notes outstanding at September 30, 2013 were to be settled with shares, the Company would issue 2,397,227 shares of common stock. These notes do not require remeasurement to fair value after the business combination dates.
 
    At the holder’s election, one convertible promissory note that matures in December 2013 with an aggregate principal balance of $0.3 million may be converted into shares of the Company’s common stock at any time, but not later than the maturity date at a fixed conversion price of $5.00 per share. In addition, the Company may deliver at any time prior to and including the maturity date any portion of the outstanding principal and accrued interest in shares of common stock. The settlement price at which the principal and accrued interest subject to settlement would be converted to common stock is the lesser of (i) the volume weighted average price for the five trading days on NASDAQ immediately prior to the date of conversion, and (ii) the fixed conversion rate; provided, however, that the closing price per share of common stock as reported on NASDAQ on the trading day immediately preceding the date of conversion is not less than $5.00. The note is convertible by the holder into a maximum of 313,040 shares of the Company’s common stock. If this note was converted at September 30, 2013, the Company would have issued 52,713 shares of the Company’s common stock. The Company records this note at fair value and adjusts its carrying value to fair value at each reporting period.
 
    The Company has entered into capitalized lease obligations with third party finance companies to finance the cost of certain equipment. At September 30, 2013 and December 31, 2012, these obligations bore interest at rates ranging between 3.0% and 9.2%.
 
 
8

 
 
SWISHER HYGIENE INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
NOTE 8 — FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS
 
Recurring Fair Value Measurements
 
    The Company determines the fair value of certain assets and liabilities based on assumptions that market participants would use in pricing the assets or liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, or the “exit price.” The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and gives precedence to observable inputs in determining fair value. The following levels were established for each input:
 
Level 1: “Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.”
 
Level 2: “Include other inputs that are observable for the asset or liability either directly or indirectly in the marketplace.”
 
Level 3: “Unobservable inputs for the asset or liability.”
 
    One of the Company’s convertible promissory notes outstanding at September 30, 2013 is convertible at the holder’s election into a variable number of the Company’s shares at a fixed conversion rate and is considered a Level 3 financial instrument. The fair value of this convertible promissory note is based primarily on a Black-Scholes pricing model. The significant management assumptions and estimates used in determining the fair value include the expected term and volatility of our common stock. The expected volatility is based on an analysis of industry peer's historical stock price over the term of the note, which is estimated at approximately 25.0%. The Company believes that using a peer group stock volatility rate is appropriate given the Company’s relatively short history as a public company, which involved a high growth phase and the audit committee investigation discussed further in Note 14, “Commitments and Contingencies,” both of which occurred in 2011 and 2012, respectively. The subsequent changes in the fair value of this instrument due to changes in underlying data is recorded in other expense, net on the Condensed Consolidated Statements of Operations and Comprehensive Loss. Future movement in the market price of our stock could significantly change the fair value of this instrument and impact our earnings. The Company has no Level 1 or Level 2 financial instruments.
 
    The following table is a reconciliation of changes in fair value of this note:
 
Balance at December 31, 2012
 
$
886
 
Settlement/conversion of convertible promissory notes
   
(620
)
Balance at September 30, 2013
 
$
266
 
The amount of gains (losses) included in earnings attributable to liabilities still held at the end of the period
 
$
-
 

 
 
9

 
 
SWISHER HYGIENE INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
    The above balance represents the fair value of the one remaining convertible note that is subject to continual remeasurement and mark to market accounting and is included in the $4.6 million balance of the Company’s total convertible promissory notes at September 30, 2013.
 
Non-Recurring Fair Value Measurements:
 
    Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments when events or circumstances indicate a significant effect on the fair value of the asset.

Non-recurring fair value adjustment
 
Level
 
Valuation Technique/Inputs Used
Impairment of assets held for sale
 
3
 
Market - Estimated potential net selling price.
 
    During the three months ended September 30, 2013, we revised our estimates of potential net selling prices to reflect the status of sales negotiations and as a result, we recognized a net pre-tax impairment of $1.7 million.  See Note 3, “Discontinued Operations, Dispositions and Acquisitions” for a complete discussion.
 
Financial Instruments
 
    The Company's financial instruments, which may expose the Company to concentrations of credit risk, include cash and cash equivalents, accounts receivable, accounts payable, and debt. Cash and cash equivalents are maintained at financial institutions. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short maturity of these instruments. The fair value of the Company's debt is estimated based on the current borrowing rates available to the Company for bank loans with similar terms and maturities, and approximates the carrying value of these liabilities. As discussed above, the convertible promissory note that is convertible into a variable number of the Company's common shares at the holder’s election is recorded at fair value at each reporting period date.
 
NOTE 9 — OTHER INCOME (EXPENSE), NET
 
   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2013
   
2012
   
2013
   
2012
 
Interest income
 
$
10
   
$
-
   
$
35
   
$
-
 
Interest expense
   
(196
)
   
(433
)
   
(378
)
   
(1,545
)
Realized and unrealized net gain on fair value instruments
   
-
     
-
     
-
     
199
 
Foreign currency
   
-
     
39
     
(2
)
   
(1
)
Other
   
330
     
(113
)
   
330
     
41
 
Total other income(expense), net
 
$
144
   
$
(507
)
 
$
(15
)
 
$
(1,306
)

 
NOTE 10 — SUPPLEMENTAL CASH FLOW INFORMATION 
 
   
Nine Months Ended
September 30,
 
   
2013
   
2012
 
Cash paid for interest
 
$
90
   
$
1,788
 
                 
Cash received from interest
 
$
34
   
$
-
 
                 
Notes payable issued or assumed on acquisitions
 
$
-
   
$
1,121
 
                 
Conversion of promissory notes
 
$
-
   
$
37
 
                 

 
 
10

 
 
SWISHER HYGIENE INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 11 — LOSS PER SHARE
 
    Net loss attributable per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. The following were not included in the computation of diluted loss per share for the three and nine months ended September 30, 2013, as their inclusion would be anti-dilutive:
 
 
6,012,131 shares of common stock underlying outstanding stock options and unvested restricted stock units.
 
 
    The following were not included in the computation of diluted loss per share for the three months and nine months ended September  30, 2012 as their inclusion would be anti-dilutive.
 
 
5,708,687 shares of common stock underlying outstanding stock options and unvested restricted stock units, and 659,363 shares related to vested restricted stock units that were restricted due to the Company's non-compliance with NASDAQ listing rules.
 
 
 
11

 
 
SWISHER HYGIENE INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
NOTE 12 — INCOME TAXES
 
    In projecting the Company’s income tax expense for 2013, management has concluded that it is not more likely than not that the Company will realize the benefit of its deferred tax assets and as a result a full valuation allowance will be required as of December 31, 2013. Therefore, the Company has not recognized a tax benefit as it relates to the current loss for the period ended September 30, 2013.
 
    For the three months and nine months ended September 30, 2013, the Company has recorded an estimate for income taxes based on the Company’s projected income tax expense for the twelve month period ending December 31, 2013. The Company’s tax provision has an unusual relationship to pretax loss mainly because of the existence of a full deferred tax asset valuation allowance. This circumstance generally results in a zero net tax provision since the income tax expense or benefit that would otherwise be recognized is offset by the change to the valuation allowance. However, tax expense recorded in the third quarter of 2013 included the accrual of income tax expense related to an additional valuation allowance, in connection with the tax amortization of the Company’s indefinite-lived intangible assets, that was not available to offset existing deferred tax assets (termed a “naked credit”). Specifically, the Company does not consider the deferred tax liabilities related to indefinite lived intangibles assets when determining the need for a valuation allowance.
 
NOTE 13 — RELATED PARTY TRANSACTIONS
 
    The Company paid fees for training course development and utilization of the delivery platform from a company, the majority of which is owned by a partnership in which a stockholder and another director have a controlling interest. Fees paid during the nine months ended September 30, 2013 and 2012 were less than $0.1 million, respectively.
 
    As discussed further below in Note 14, “Commitments and Contingencies,” the Company entered into a Manufacturing and Supply Agreement (the “Cavalier Agreement”) with a plant in connection with its acquisition of Sanolite in July of 2011. Also in connection with the acquisition, two of the owners of both Sanolite and the manufacturing plant became Company employees. Purchases, pursuant to the Cavalier Agreement, for the three months ended September 30, 2013 and 2012 were $1.6 million and $1.8 million, respectively. Purchases, pursuant to the Cavalier Agreement, for the nine months ended September 30, 2013 and 2012 were $5.2 million and $5.6 million, respectively. At September 30, 2013 and December 31, 2012, the Company has $0.4 million and $0.5 million included in accounts payable due to this entity, respectively. As described further below, the transactions pursuant to the Cavalier Agreement are considered to be conducted at the going market prices for such products.
 
    The Company is obligated to make lease payments pursuant to certain real property and equipment lease agreements with employees that were former owners of acquired companies. Payments during the three months ended September 30, 2013 and 2012 were $0.3 million and $0.4 million, respectively, and for the nine months ended September 30, 2013 and 2012 were $0.8 million and $1.2 million, respectively. In addition, during the nine months ended September 30, 2013, previously leased equipment was acquired at a fair market value, determined by a third party appraiser, of $0.2 million.
 
NOTE 14 — COMMITMENTS AND CONTINGENCIES
 
Guarantees
 
    In connection with a distribution agreement entered into in December 2010, the Company provided a guarantee that the distributor's operating cash flows associated with the agreement would not fall below certain agreed-to minimums, subject to certain pre-defined conditions, over the ten year term of the distribution agreement. If the distributor's annual operating cash flow does fall below the agreed-to annual minimums, the Company will reimburse the distributor for any such short fall up to a pre-designated amount. No value was assigned to the fair value of the guarantee at September 30, 2013 and December 31, 2012 based on a probability assessment of the projected cash flows. Management currently does not believe that it is probable that any amounts will be paid under this agreement and thus there is no amount accrued for the guarantee in the Condensed Consolidated Financial Statements. This liability would be considered a Level 3 financial instrument given the unobservable inputs used in the projected cash flow model. See Note 8, “Fair Value Measurements and Financial Instruments,” for the fair value hierarchy.
 
    As discussed above in Note 13, “Related Party Transactions,” the Company entered into the Cavalier Agreement. The agreement, which was scheduled to expire on December 31, 2012, was extended for an additional two year period with an automatic 18-month renewal term and a six month termination provision.   The agreement provides for pricing adjustments, up or down, on the first of each month based on the vendor's actual average product costs incurred during the prior month. Additional product payments made by the Company due to the vendors pricing adjustment as a result of this agreement have not been significant and have not represented costs materially above the going market price for such product.
 
 
12

 
 
SWISHER HYGIENE INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
Audit Committee Review and Restatements
 
    On March 21, 2012, Swisher's Board of Directors (the “Board”) determined that the Company's previously issued interim financial statements for the quarterly periods ended June 30, 2011 and September 30, 2011, and the other financial information in the Company's quarterly reports on Form 10-Q for the periods then ended should no longer be relied upon. Subsequently, on March 27, 2012, the Audit Committee concluded that the Company's previously issued interim financial statements for the quarterly period ended March 31, 2011 should no longer be relied upon. The Board and Audit Committee made these determinations in connection with the Audit Committee's then ongoing review into certain accounting matters. On May 17, 2012, the Company announced that the Audit Committee had substantially completed the investigative portion of its internal review.
 
    On February 19, 20, and 21, 2013, respectively, the Company filed amended quarterly reports on Form 10-Q/A for the quarterly periods ended March 31, 2011, June 30, 2011, and September 30, 2011 (the “Affected Periods”), including restated financial statements for the Affected Periods, to reflect adjustments to previously reported financial information. On February 26, 2013, the Company filed its Form 10-K for the year ended December 31, 2011. On March 11, 15 and 18, 2013, respectively, the Company filed quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2012, June 30, 2012, and September 30, 2012. On May 1, 2013, the Company filed its Form 10-K for the year ended December 31, 2012.
 
Legal Matters
 
    We may be involved in litigation from time to time in the ordinary course of business. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our business, financial condition or results of operations. However, the results of these matters cannot be predicted with certainty and we cannot assure you that the ultimate resolution of any legal or administrative proceedings or disputes will not have a material adverse effect on our business, financial condition and results of operations.
   
    Securities Litigation 
 
    There have been six stockholder lawsuits filed in federal courts in North Carolina and New York asserting claims relating to the Company's March 28, 2012 announcement regarding the Company's Board conclusion that the Company's previously issued interim financial statements for the quarterly periods ended March 31, 2011, June 30, 2011 and September 30, 2011, and the other financial information in the Company's quarterly reports on Form 10-Q for the periods then ended, should no longer be relied upon and that an internal review by the Company's Audit Committee primarily relating to possible adjustments to the Company's financial statements was ongoing.
 
    On March 30, 2012, a purported Company stockholder commenced a putative securities class action on behalf of purchasers of the Company's common stock in the U.S. District Court for the Southern District of New York against the Company, the former President and Chief Executive Officer ("former CEO"), and the former Vice President and Chief Financial Officer ("former CFO"). The plaintiff asserted claims alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") based on alleged false and misleading disclosures in the Company's public filings. In April and May 2012, four more putative securities class actions were filed by purported Company stockholders in the U.S. District Court for the Western District of North Carolina against the same set of defendants. The plaintiffs in these cases have asserted claims alleging violations of Sections 10(b) and 20(a) of the Exchange Act based on alleged false and misleading disclosures in the Company's public filings. In each of the putative securities class actions, the plaintiffs seek damages for losses suffered by the putative class of investors who purchased Swisher common stock.
 
    On May 21, 2012, a stockholder derivative action was brought against the Company's former CEO and former CFO and the Company's then directors for alleged breaches of fiduciary duty by another purported Company stockholder in the Southern District of New York. In this derivative action, the plaintiff seeks to recover for the Company damages arising out of the then possible restatement of the Company's financial statements.
 
 
13

 
 
SWISHER HYGIENE INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
    On May 30, 2012, the Company, and its former CEO and former CFO filed a motion with the United States Judicial Panel on Multidistrict Litigation ("MDL Panel") to centralize all of the cases in the Western District of North Carolina by requesting that the actions filed in the Southern District of New York be transferred to the Western District of North Carolina.
   
    In light of the motion to centralize the cases in the Western District of North Carolina, the Company, and its former CEO and former CFO requested from both courts a stay of all proceedings pending the MDL Panel's ruling. On June 4, 2012, the Southern District of New York adjourned all pending dates in the cases in light of the motion to transfer filed before the MDL Panel. On June 13, 2012, the Western District of North Carolina issued a stay of proceedings pending a ruling by the MDL Panel.
 
    On August 13, 2012, the MDL Panel granted the motion to centralize, transferring the actions filed in the Southern District of New York to the Western District of North Carolina as part of MDL No. 2384, captioned In re Swisher Hygiene, Inc. Securities and Derivative Litigation. In response, on August 21, 2012, the Western District of North Carolina issued an order governing the practice and procedure in the actions transferred to the Western District of North Carolina as well as the actions originally filed there.
 
    On October 18, 2012, the Western District of North Carolina held an Initial Pretrial Conference at which it appointed lead counsel and lead plaintiffs for the securities class actions, and set a schedule for the filing of a consolidated class action complaint and defendants' time to answer or otherwise respond to the consolidated class action complaint. The Western District of North Carolina stayed the derivative action pending the outcome of the securities class actions.
 
    On April 24, 2013, lead plaintiffs filed their first amended consolidated class action complaint (the "Class Action Complaint") asserting similar claims as those previously alleged as well as additional allegations stemming from the Company's restated financial statements. The Class Action Complaint also names the Company's former Senior Vice President and Treasurer as an additional defendant. On June 24, 2013, defendants moved to dismiss the Class Action Complaint.  Briefing on the motions to dismiss was completed on August 9, 2013.
 
    On June 11, 2013, an individual action was filed in the U.S. District Court for the Southern District of Florida captioned Miller, et al. v. Swisher Hygiene, Inc., et al., No. 0:13-CV-61292-JAL, against the Company, its former CEO and former CFO, and a former Company director, bringing state and federal claims founded on the allegations that in deciding to sell their company to the Company, plaintiffs relied on defendants'  statements about such things as the Company's accounting and internal controls, which, in light of Swisher's restatement of its financial statements, were false. On July 17, 2013, the Company notified the MDL Panel of this action, and requested that it be transferred and centralized in the Western District of North Carolina with the other actions pending there. On July 23, 2013, the MDL Panel issued a Conditional Transfer Order (the "CTO"), conditionally transferring the case to the Western District of North Carolina. On July 29, 2013, plaintiffs notified the MDL Panel that they would seek to vacate the CTO. In light of the proceedings in the MDL Panel, defendants requested that the Southern District of Florida stay all proceedings pending the MDL Panel's ruling. On August 6, 2013, the Southern District of Florida issued a stay of all proceedings pending a ruling by the MDL Panel.  On October 2, 2013, following briefing on the issue of whether the CTO should be vacated, the MDL Panel issued an order transferring the action to the Western District of North Carolina.
 
    Derivative Litigation
 
    On April 11, 2012 and May 11, 2012, the Company's Board received demand letters (the “Demands”) from two of the Company’s purported stockholders. In general, the Demands ask the Board to undertake an independent investigation into potential violations of Delaware and federal law relating to the Company's March 28, 2012 disclosure that its previously issued financial results should no longer be relied upon, and to initiate claims against responsible parties and/or implement therapeutic changes as needed. By letters delivered on May 17, 2013, the Board informed counsel for the purported stockholders that the Board had considered these Demands and, after consultation with counsel, determined that it is not in the best interests of the Company to pursue the claims outlined in the Demands.
 
    On July 11, 2013, one of the purported stockholders filed a derivative action on behalf of the Company in the General Court of Justice, Superior Court Division in the State of North Carolina, Mecklenburg County, captioned  Borthwick v. Berrard, et. al., No. 13-CVS-12397. The action asserts claims against the Company as a nominal defendant, its former CEO and former CFO, and certain former and current Company directors for breaches of fiduciary duties, gross mismanagement, abuse of control, waste of corporate assets, and aiding and abetting thereof, in connection with the Company's restatement of its financial statements. Among other things, the action seeks damages on behalf of the Company and an order directing the Company to implement corporate governance reforms. On August 7, 2013, the Company filed a notice to remove the action from the General Court of Justice, Superior Court Division in the State of North Carolina, Mecklenburg County to the Western District of North Carolina.  On August 30, 2013, the Company moved to consolidate this action with the actions previously consolidated before the Western District of North Carolina, and to stay the action.  On September 25, 2013, the Western District of North Carolina granted the Company's  motion.
 
 
14

 
SWISHER HYGIENE INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
Other Litigation
 
    Under the terms of an agreement pursuant to which the Company sold one of its businesses, the Company accepted responsibility for resolving a contractual dispute involving that business.    The dispute involves a third party plaintiff that contends it is owed a sales commission or royalty under a purported contract with the Company’s former business.   The Company disputes the validity of the purported contract, the amounts claimed, believes that plaintiff’s position is without merit and is vigorously defending the action.   The parties have participated in an unsuccessful mediation, and trial on the matter has been set for December 2013.   Given the facts and circumstances currently known, the Company is not able to predict the outcome of the pending dispute or provide an estimate of the range of potential loss, if any.
 
Other Matters
 
    The Company has been contacted by the staff of the Atlanta Regional Office of the SEC and by the United States Attorney's Office for the Western District of North Carolina (the "U.S. Attorney's Office") after publicly announcing the Audit Committee's internal review and the delays in filing our periodic reports. The Company has been asked to make certain individuals available and to provide certain information about these matters on a voluntary basis to the SEC and the U.S. Attorney's Office. The Company is fully cooperating with the SEC and the U.S. Attorney's Office. Any action by the SEC, the U.S. Attorney's Office or other government agency could result in criminal or civil sanctions against the Company and/or certain of its current or former officers, directors or employees.
 
    On July 17, 2013, the Company received a written notice (the “Notice”) from the Listing Qualifications department of The Nasdaq Stock Market (“Nasdaq") indicating that the Company is not in compliance with the minimum bid price requirement of $1.00 per share set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Select Market.  The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price for the 30 consecutive business days ended July 16, 2013, the Company did not meet this requirement. The Company will be provided a 180 day period in which to regain compliance. If at any time during this period the closing bid price of the Company’s common stock is at least $1.00 for a minimum of ten consecutive business days, the Company will receive a written confirmation of compliance from Nasdaq and the matter will be closed.  In addition, following the initial 180 day period, the Company may be eligible for an additional 180 day period to regain compliance, subject to the Company, at that time, transferring its securities to The Nasdaq Capital Market and confirming that the Company will, if necessary to cure the deficiency, effect a reverse stock split during the second 180 day compliance period.  At present, the Company will work to regain compliance during the initial 180 day compliance period and will actively monitor its performance with respect to the listing standards.
 
    As previously disclosed, on September 16, 2013, William M. Pierce was appointed the President and Chief Executive Officer of the Company, effective September 10, 2013.  As a result of his appointment, Mr. Pierce is no longer considered an "independent" director for purposes of Audit Committee membership, and as such, Mr. Pierce resigned as a member of the Company’s Audit Committee, effective September 10, 2013.  On September 20, 2013, the Company received a notification from Nasdaq that, as a result of Mr. Pierce's resignation from the Audit Committee, the Company was no longer in compliance with Nasdaq’s audit committee requirements as set forth in Nasdaq Listing Rule 5605, which requires the Audit Committee be composed of at least three members.  In accordance with Nasdaq Listing Rule 5605(c)(4), the Company has until the earlier of the Company's next annual shareholders' meeting or September 10, 2014 to regain compliance with the Audit Committee membership requirement, however, if the next annual shareholders' meeting is held before March 10, 2014, then the Company must evidence compliance no later than March 10, 2014.  The Company expects to appoint an additional independent director to serve on the Audit Committee during the cure period.
 
  
 
 
15

 
SWISHER HYGIENE INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
NOTE 15 — SUBSEQUENT EVENTS
 
    On November 8, 2013, the Board of Directors of the Company approved a board resolution to sell other linen and dust operations. During the fourth quarter, in accordance with ASC 360, Property, Plant and Equipment, these assets are classified as assets held for sale and have been adjusted to the lower of historical carrying amount or fair value.  The estimated fair value was derived based on the assessment of potential net selling prices and resulted in the write down of goodwill and property, plant and equipment of approximately $2.0 million in the fourth quarter.  The major classes of these assets held for sale are as follows:
 
   
September 30,
2013
 
Property and equipment, net
    430  
Goodwill
    1,078  
Customer relationships, net
    812  
Assets held for sale
  $ 2,320  
 
    See Note 3, "Discontinued Operations, Dispositions and Acquisitions" for a discussion of the Company's assets held for sale at September 30, 2013.

 
16

 
 
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
   You should read the following discussion and analysis in conjunction with our unaudited Condensed Consolidated Financial Statements and the related notes thereto included in Item 1 of this Quarterly Report on Form 10-Q as well as our “Selected Financial Data” and our audited Consolidated Financial Statements and the related notes thereto included in Item 6 and Item 8, respectively, of our Annual Report on Form 10-K for the year ended December 31, 2012 (the “2012 Form 10-K”). In addition to historical consolidated financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates, and beliefs. Actual results could differ from these expectations as a result of certain risk factors, including those described under Item 1A, “Risk Factors,” of our 2012 Form 10-K and this Quarterly Report on Form 10-Q.
 
Critical Accounting Policies and Estimates
 
    The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses. We believe the most complex and sensitive judgments, because of their significance to the Consolidated Financial Statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 to the Consolidated Financial Statements in our 2012 Form 10-K, describe these significant accounting estimates and policies used in preparation of the Consolidated Financial Statements. Actual results in these areas could differ from management’s estimates. There have been no significant changes in our critical accounting policies since the filing of the 2012 Form 10-K.
 
Discontinued Operations and Assets Held for Sale
 
    During the second quarter of 2013, the Company commenced an active program to sell certain linen and dust operations that were determined to be under-performing, non-core businesses or routes in non-core geographic markets.  Additionally, one of the Company’s owned chemical manufacturing plants was closed in connection with our plant consolidation effort.  In accordance with ASC 360, Property, Plant and Equipment, these assets have been classified as assets held for sale in the Condensed Consolidated Balance Sheet and the assets were adjusted to the lower of historical carrying amount or fair value. 
 
    During the third quarter of 2013, the Company furthered its discussions with interested parties regarding potential sales terms and values related to the assets held for sale.  Based on the progression of the individual sales negotiations, the Company identified additional dust control operations and linen routes to be classified as assets held for sale and revised its fair value estimates.  The revision of these estimates resulted in a decrease in estimated selling prices for certain operations including one business that had experienced declines in operating performance during the third quarter.  These adjustments resulted in the recording of an additional impairment of goodwill and intangibles of $1.7 million.  Additionally, during the quarter, the Company consummated the sale of certain linen operations for $0.3 million in net proceeds. The resulting $0.3 million gain is included in “Other income (expense), net” in the consolidated statement of operations.
 
    None of the disposal groups that could be classified as discontinued operations were material, individually or combined, to the Company’s consolidated financial statements, and thus these results of operations were not separately classified in discontinued operations. The Company expects that the individual sales transactions related to the remainder of the assets held for sale will be primarily complete within the next nine months.  
 
Also, as described further in Note 15 “Subsequent Events,” on November 8, 2013, the Board of Directors of the Company approved a resolution to sell other linen and dust operations.  During the fourth quarter, in accordance with ASC 360, Property, Plant and Equipment, these assets have been adjusted to the lower of historical carrying amount or fair value resulting in an impairment loss of approximately $2.0 million and approximately $2.3 million of assets have been classified as assets held for sale.
 
Goodwill and Other Intangible Assets
 
    The Company’s accounting policy is to perform an annual goodwill impairment test in the fourth quarter or more frequently whenever events or circumstances indicate that goodwill or the carrying value of intangible assets may not be recoverable.  As of September 30, 2013, following a qualitative review of the key drivers of fair value, the Company determined that it was necessary to perform Step 1 of the quantitative goodwill impairment test in accordance with ASC 350, Intangibles- Goodwill and Other.  A valuation firm was used to perform the testing and determined that no impairment of goodwill was required, other than as described in Note 3-“Discontinued Operations, Dispositions and Acquisitions.”  Based on this analysis, fair value exceeded carrying value by 2.0%.  The quantitative analysis consisted of the income approach, specifically the discounted cash flow (“DCF”) method to derive the fair value of the Company.  The key variables that drive our cash flows are customer growth and attrition and operational efficiencies.  Terminal value growth rate assumptions, as well as the Weighted Average Cost of Capital (“WACC”) rate applied, are additional key variables in the DCF model.  The estimates and assumptions used are subject to uncertainty, including our ability to grow revenue and our profitability levels.  Relatively small declines in the future performance and cash flows of the Company or small changes in the key assumptions may result in significant asset impairment charges.  For example, keeping all variables constant, an increase in the WACC rate of less than 1% or a decrease in the percentage of forecasted revenue of 2% would require that we perform the second step of the goodwill impairment test.  The estimates used for our future cash flows and discount rates represent management’s best estimates, which we believe to be reasonable, but future continued declines in business performance may impair the recoverability of our goodwill and intangible assets balances and result in an impairment charge being recorded in future periods.
 
 
17

 
 
Recent Accounting Pronouncements
 
    In February 2013, the Financial Accounting Standards Board (“FASB”) issued guidance and disclosure requirements for reporting amounts reclassified out of accumulated other comprehensive income. The guidance requires that an entity provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP. The guidance became effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. This standard was adopted in the first quarter of 2013.
 
RESULTS OF CONTINUING OPERATIONS
 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013
 
    Revenue
 
Revenue from products is primarily comprised of the sales and delivery of consumable products such as detergents and cleaning chemicals, as well as the rental, sales and servicing of dish machines and other equipment used to dispense these products, the sale of paper items and rental fees and ancillary other product sales. Revenues from services are primarily comprised of the manual cleaning and delivery service fees, as well as linen processing.  Franchise and other consists of fees charged to franchisees.
 
Total revenue and the revenue derived from each revenue type for the three months ended September 30, 2013 and 2012 are as follows:
 
   
2013
     
%
     
2012
     
%
 
Revenue
 
(In thousands)
 
Products
 
$
49,864
     
89.2
%
 
$
52,391
     
88.8
%
Services
   
5,728
     
10.2
     
6,263
     
10.6
 
Franchise and other
   
324
     
0.6
     
365
     
0.6
 
Total revenue
 
$
55,916
     
100.0
%
 
$
59,019
     
100.0
%
 
Consolidated revenue decreased $3.1 million to $55.9 million. The components of the decreased revenue were a decline in products of $2.5 million to $49.9 million, and a decline in services of $0.5 million to $5.7 million in 2013.   These amounts represent decreases of 4.8% in products and 8.5% in services. Franchise and other remain consistent period over period. Throughout these product lines, decreases in revenue were primarily attributable 1) to the loss of customers from the integration of some of our smaller acquisitions, 2) the loss of three significant accounts, including a chemical wholesale customer representing $2.3 million of the decrease in quarterly revenue, and 3) the sale in the fourth quarter of 2012 of a non-core business that resulted in a revenue decrease of approximately $0.7 million.
 
18

 
 
    Cost of Sales
 
    Cost of sales consists primarily of the cost of chemical, paper, air freshener and other consumable products sold to, or used in the servicing of, our customers. These costs are exclusive of route expense and related depreciation and amortization. Cost of sales for the three months ended September 30, 2013 and 2012 are as follows:
 
 
   
2013
     
% (1)
     
2012
     
% (1)
 
Cost of Sales
 
(In thousands)
 
Products
 
$
24,859
     
49.9
%
 
$
25,285
     
48.3
%
Services
   
469
     
8.2
     
385
     
6.2
 
Franchise and other
   
(94
    (29.0 )    
375
     
102.7
 
Total cost of sales
 
$
25,234
     
45.1
%
 
$
26,045
     
44.1
%

(1)           Represents cost as a percentage of the respective product and service line revenue.
 
   Cost of sales decreased $0.8 million or 3.1% primarily due to a decrease in volume totaling $3.1 million from the prior year period.  Cost of sales as a percentage of revenue increased 1.0% from 2012.  The percentage increase in cost of sales is primarily a result of $0.7 million of one-time costs associated with the consolidation of two of the Company’s chemical manufacturing plants into a new Southwest regional manufacturing facility. These costs included 1) $0.4 million incurred to reposition inventory, as well as de-install and re-install equipment and provide for severance payments, and 2) payment of a one-time lease termination fee of $0.5 million, of which $0.3 million is reflected in  product cost of sales and the remaining $0.2 million is reflected in Selling, General and Administrative Occupancy expenses.  Cost of sales also includes underutilized fixed costs as a result of the drop in volume which affected production levels. The change in franchise and other is primarily due to rebates from major distribution partners.
  
    Route Expenses
 
    Route expenses consist of costs incurred by the Company for the delivery of products and providing services to customers. The components of route expenses for the three months ended September 30, 2013 and 2012 are as follows:
 
   
2013
     
% (1)
     
2012
     
% (1)
 
   
(In thousands)
 
Compensation
 
$
7,813
     
14.1
%
 
$
7,921
     
13.5
%
Vehicle and other expenses
   
3,168
     
5.7
     
3,069
     
5.2
 
Total route expenses
 
$
10,981
     
19.8
%
 
$
10,990
     
18.7
%

(1)           Represents route expenses as a percentage of total non-franchise revenue.
 
    Route expenses remained unchanged period to period.  As a percentage of revenue, route expenses increased 1.1%.  The components of this change were decreases in compensation of $0.1 million and increases in vehicle and other expenses of $0.1 million. The decrease in compensation expense of $0.1 million is due primarily to route consolidation efforts offset by an increase in workers’ compensation insurance.  The increase in vehicle and other expenses of $0.1 million is due primarily to an increase in company leased vehicles, increases in vehicle insurance, fuel expenses and repairs and maintenance.
 
    Selling, General and Administrative Expenses
 
    Selling, general and administrative expenses consist primarily of the costs incurred for:
 
    ●  
Local office and field management support costs that are related to field operations. These costs include compensation, occupancy expense and other general and administrative expenses.
 
    ●  
Selling expenses which include compensation and commission for local sales representatives and corporate account executives.
 
    ●  
Marketing expenses.
 
    ●  
Corporate office expenses that are related to general support services, which include executive management costs, as well as department costs for information technology, human resources, accounting, purchasing and other support functions.
 
    ●  
Investigation and professional fees related to the Audit Committee review, restatement process, and other non-recurring fees related to completing our 2012 audit. 
 
 
 
19

 
 
    The details of selling, general and administrative expenses for the three months ended September 30, 2013 and 2012 are as follows:
 
   
2013
     
% (1)
     
2012
     
% (1)
 
Selling, General & Administrative Expenses
 
(In thousands)
 
Compensation
 
$
15,984
     
28.8
%
 
$
15,902
     
27.1
%
Occupancy
   
2,574
     
4.6
     
2,499
     
4.3
 
Other
   
6,691
     
12.0
     
11,631
     
19.8
 
Total selling, general & administrative expenses
 
$
25,249
     
45.4
%
 
$
30,032
     
51.2
%

(1)           Represents expenses as a percentage of total non-franchise revenue.
 
Selling, general and administrative expenses decreased $4.8 million to $25.2 million.  The components of this change were increases in compensation of $0.1 million, occupancy of $0.1 million, offset by a decrease in other expenses of $5.0 million.
 
Compensation expense included the cost of additional stock options granted during the quarter, which was the primary driver of an increase of $0.6 million for this expense over 2012.  Excluding the increase in stock compensation expense, compensation expense continues to decline as a result of ongoing cost savings initiatives.
 
The Company incurred a one-time expense of $0.5 million related to the relocation of our Southwest chemical plant, of which $0.3 million is reflected in product cost of sales and the remaining $0.2 million is reflected in Occupancy expenses.
 
    Other selling, general and administrative expenses decreased $4.9 million or 42.5%. This decrease is primarily comprised of the decrease in professional fees of 65.0%, totaling $3.7 million, the decrease in provision for doubtful accounts of 67.0% totaling $0.3 million plus additional expense reduction initiatives. The decrease in professional fees primarily relates to a decrease in fees related to investigation, review, and other non-routine professional fees.
   
            Depreciation and Amortization
 
    Depreciation and amortization consists of depreciation of property and equipment and the amortization of intangible assets. Depreciation and amortization of $5.5 million decreased $0.1 million or 2.1%. The decrease is due in part to the categorization of certain fixed assets as assets held for sale.
 
    Other Income (Expense), Net
 
    Details of other income and expense, net for three months ended September 30, 2013 and 2012 are as follows:
 
   
2013
   
2012
 
Interest income
 
$
9
   
$
0
 
Interest expense
   
(195
)
   
(433
)
Foreign currency
   
-
     
39
 
Other
   
330
     
(113
)
Total other income (expense), net
 
$
144
   
$
(507
)
 
    The reduction in interest expense reflects the lower borrowings outstanding in 2013 versus 2012.  Other income is due primarily to the gain on the sale of certain assets held for sale during the third quarter of 2013.
 

 
20

 
 
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013
 
    Total revenue and the revenue derived from each revenue type for the nine months ended September 30, 2013 and 2012 are as follows:
 
   
2013
     
% (1)
     
2012
     
% (1)
 
Revenue
 
(In thousands)
 
Products
 
$
144,89777
     
88.7
%
 
$
156,409
     
88.2
%
Services
   
17,381
     
10.7
     
20,016
     
11.3
 
Franchise and other
   
1,047
     
0.6
     
928
     
0.5
 
Total revenue
 
$
163,325
     
100.0
%
 
$
177,353
     
100.0
%
 
Consolidated revenue decreased $14.0 million to $163.3 million. The components of the decreased revenue were a decline in products of $11.5 million to $144.9 million and a decline in services of $2.6 million to $17.4 million in 2013, offset by an increase in franchise of $0.1 million to $1.0 million in 2013. The amounts represent decreases of 7.4% in products and 13.2%  in services, offset by an increase of 12.8% in franchise and other. Throughout these product lines, decreases in revenue were primarily attributable to 1) the loss of customers from the integration of some of our smaller acquisitions, 2) the loss of three significant accounts, and 3) the sale in the fourth quarter of 2012 of a non-core business.
 
    Cost of Sales
 
    Cost of sales consists primarily of the cost of chemical, paper, air freshener and other consumable products sold to, or used in the servicing of, our customers. These costs are exclusive of route expense and related depreciation and amortization. Cost of sales for the nine months ended September 30, 2013 and 2012 are as follows:
 
 
   
2013
     
% (1)
     
2012
     
% (1)
 
Cost of Sales
 
(In thousands)
 
Products
 
$
70,517
     
48.7
%
 
$
77,074
     
49.3
%
Services    
1,152
      6.6       1,040       5.2  
Franchise and other
   
530
     
50.7
     
10
     
1.0
 
Total cost of sales
 
$
72,199
     
44.2
%
 
$
78,124
     
44.0
%

(1)           Represents cost as a percentage of the respective product and service line revenue.
 
Cost of sales decreased $5.9 million or 7.6% primarily due to a decrease in volume totaling $14.0 million from the prior year period.  Cost of sales as a percentage of revenue increased from 44.0% to 44.2%.  The percentage increase in cost of sales is a result of $0.9 million of one-time costs associated with the consolidation of two of the Company’s chemical manufacturing plants into a new Southwest regional manufacturing facility and another plant closure. In addition cost of sales included 1) $0.6 million incurred to reposition inventory as well as de-install and re-install equipment and provide for severance payments, and 2) payment of a one-time lease termination fee of $0.5 million, of which $0.3 million is reflected in chemical products cost of sales and the remaining $0.2 million is reflected in Selling, General and Administrative Occupancy expenses.  Excluding these one-time charges, cost of sales was slightly favorable compared to 2012.
 
    Route Expenses
 
    Route expenses consist of costs incurred by the Company for the delivery of products and providing services to customers. The details of route expenses for the nine months ended September 30, 2013 and 2012 are as follows:
 
   
2013
     
% (1)
     
2012
     
% (1)
 
   
(In thousands)
 
Compensation
 
$
22,869
     
14.1
%
 
$
22,735
     
12.9
%
Vehicle and other expenses
   
9,919
     
6.1
     
9,021
     
5.1
 
Total route expenses
 
$
32,788
     
20.2
%
 
$
31,756
     
18.0
%

(1)           Represents route expenses as a percentage of total non-franchise revenue.
 
    Route expenses increased $1.0  million or 3.3%. As a percentage of revenue, route expenses increased from 18.0% to 20.2% of revenue due to the decrease in revenue.  The components of this change were increases in compensation of $0.1 million, and increases in vehicle and other expenses of $0.9 million. The increase in vehicle and other expenses of $0.9 million is due primarily to a decrease in company owned vehicles offset by an increase in company leased vehicles, increases in vehicle insurance and repairs and maintenance and the change from cell phones to handheld devices.
 

 
21

 
 
    Selling, General and Administrative Expenses
 
    Selling, general and administrative expenses consist primarily of the costs incurred for:
 
    ●  
Local office and field management support costs that are related to field operations. These costs include compensation, occupancy expense and other general and administrative expenses.
 
    ●  
Selling expenses which include compensation and commission for local sales representatives and corporate account executives.
 
    ●  
Marketing expenses.
 
    ●  
Corporate office expenses that are related to general support services, which include executive management costs, as well as department costs for information technology, human resources, accounting, purchasing and other support functions.
 
    ●  
Investigation and professional fees related to the Audit Committee review, restatement process, and other non-recurring fees related to completing our 2012 audit.
 
    The details of selling, general and administrative expenses for the nine months ended September 30, 2013 and 2012 are as follows:
 
   
2013
     
% (1)
     
2012
     
% (1)
 
Selling, General & Administrative Expenses
 
(In thousands)
 
Compensation
 
$
46,877
     
28.9
%
 
$
49,260
     
28.0
%
Occupancy
   
7,324
     
4.5
     
7,476
     
4.2
 
Other
   
28,093
     
17.3
     
38,862
     
22.0
 
Total selling, general & administrative expenses
 
$
82,294
     
50.7
%
 
$
95,598
     
54.2
%

(1)           Represents expenses as a percentage of total non-franchise revenue.
 
Selling, general and administrative expenses decreased $13.3 million to $82.3 million.  The primary components of this change were decreases in compensation of $2.4 million and in other expenses of $10.8 million.
 
The decrease in compensation expenses primarily relates to cost savings initiatives which began in late 2012 and continue in 2013 offset by an increase in stock compensation expense of $0.3 million.
 
The Company incurred a one-time expense of $0.5 million related to the relocation of our Southwest chemical plant, of which $0.3 million is reflected in product cost of sales and the remaining $0.2 million is reflected in Occupancy expenses.
 
    Other selling, general and administrative expenses decreased $10.8 million or 27.7%. This decrease is comprised of $6.9 million, or 35.6% in professional fees, $1.4 million or 78.3% in the provision for doubtful accounts plus additional expense reduction initiatives. The decrease in professional fees primarily relates to a decrease in fees related to investigation, review, and other non-routine professional fees.   
 
           Depreciation and Amortization
 
    Depreciation and amortization consists of depreciation of property and equipment and the amortization of intangible assets. Depreciation and amortization of $16.7 million increased $0.9 million or 5.5%. The increase is primarily related to depreciation on capital expenditures at new customer installations.
 
 
 
22

 
 
Other Income (Expense), Net
 
    Details of other income (expense), net for the nine months ended September 30, are as follows:
 
   
2013
   
2012
 
Interest income
 
$
35
   
$
0
 
Interest expense
   
(378
)
   
(1,545
)
Realized and unrealized net gain on fair value of convertible debt and earn-outs
   
-
     
199
 
Foreign currency
   
(2
)
   
(1
)
Other
   
330
     
41
 
Total other income (expense), net
 
$
(15
)
 
$
(1,306
)
 
    The net gain on debt related fair value measurements is the result of the required adjustment to fair value of the convertible promissory notes. The fair value of these convertible promissory notes is impacted by the market price of our stock. See Note 8, “Fair Value Measurements and Financial Instruments” of the Notes to Condensed Consolidated Financial Statements.
 
    The reduction in interest expense reflects the lower borrowings outstanding in 2013 versus 2012.
 
    Other income is due primarily to the gain on the sale of certain assets held for sale during the third quarter of 2013.
 
    Income Tax Expense
 
    In projecting the Company’s income tax expense for 2013, management has concluded that it is not more likely than not that the Company will realize the benefit of its deferred tax assets and as a result a full valuation allowance will be required as of December 31, 2013. Therefore, the Company has not recognized a tax benefit as it relates to the current loss for the period ended September 30, 2013.
 
    For the three months and nine months ended September 30, 2013, the Company has recorded an estimate for income taxes based on the Company’s projected income tax expense for the twelve month period ending December 31, 2013. The Company’s tax provision has an unusual relationship to pretax loss mainly because of the existence of a full deferred tax asset valuation allowance. This circumstance generally results in a zero net tax provision since the income tax expense or benefit that would otherwise be recognized is offset by the change to the valuation allowance. However, tax expense recorded in the first, second and third quarters of 2013 included the accrual of income tax expense related to additional valuation allowance in connection with the tax amortization of the Company’s indefinite-lived intangible assets that was not available to offset existing deferred tax assets (termed a “naked credit”). Specifically, the Company does not consider the deferred tax liabilities related to indefinite lived intangibles assets when determining the need for a valuation allowance.
 
    Cash Flows Summary
 
    The following table summarizes cash flows for the nine months ended September 30, 2013 and 2012:
 
   
2013
   
2012
 
   
(In thousands)
 
Net cash used in operating activities
 
$
(20,057)
   
$
(19,407
)
Net cash used in investing activities
   
(1,361)
     
(22,843
)
Net cash used in financing activities
   
(6,511)
     
(18,382
)
Net decrease in cash and cash equivalents
 
$
(27,929)
   
$
(60,632
)
 
    Net cash used in operating activities was $20.1 million primarily due to a net inflow of cash from changes in working capital components of $3.4 million versus a net outflow of $0.6 million in the prior year period, recording of impairment related to assets held for sale of $3.3 million and an increase in the net loss of $2.3 million, and a decrease in the cash provided by discontinuing operations of $8.8 million.
 
    Net cash used in investing activities decreased $21.5 million. This decrease is primarily due to a $12.6 million collection of a receivable due from sale of discontinued operations, a decrease in cash used for acquisitions of $4.2 million, a decrease in purchases of property and equipment of $1.8 million and a decrease in cash used by discontinued operations of $2.7 million with an offset in the increase of restricted cash of $0.3 million.
 
 
23

 
 
    Cash used in financing activities was $6.5 million compared with $18.4 million during the same period in 2012. This change of $11.9 million was primarily due to a decrease in principal payments on debt with an offset in the increase of cash provided by proceeds from debt issuances of $0.5 million.
 
Liquidity and Capital Resources
 
    We fund the development and growth of our business with existing liquidity and capital leases for equipment.
 
Cash Requirements
 
    Our cash requirements for the next twelve months consist primarily of: (i) capital expenditures associated with dispensing equipment, dish machines and other items in service at customer locations, equipment, vehicles, and software; (ii) consolidation of certain manufacturing facilities; (iii) working capital; and (iv) payment of debt obligations incurred or assumed in connection with acquisitions and other notes payable for equipment and software.
 
    During the nine months ended September 30, 2013, our cash and cash equivalents decreased by $27.9 million. We expect that our cash on hand and the cash flow provided by future operating activities will be sufficient to fund working capital, general corporate needs and planned capital expenditures for the next twelve months. However, there is no assurance that these sources of liquidity will be sufficient to fund our internal growth initiatives or the investments and acquisition activities that we may wish to pursue. If we pursue significant internal growth initiatives or if we wish to acquire additional businesses in transactions that include cash payments as part of the purchase price, we may pursue additional debt or equity sources to finance such transactions and activities, depending on market conditions.
 
Financial Instruments — Convertible Promissory Notes
 
    We determine the fair value of one convertible debt instrument issued as part of business combination based on assumptions that market participants would use in pricing the liabilities. We have used a Black Scholes pricing model to estimate fair value of this convertible promissory note, which requires the use of certain assumptions such as the expected term and volatility of our common stock. The expected volatility was based on an analysis of industry peer's historical stock price over the term of the note which is estimated at approximately 25%. The Company believes using a peer group stock volatility rate is appropriate given the Company’s relatively short history as a public company which involved a high growth phase and the audit committee investigation, discussed further in Note 14, “Commitments and Contingencies,” both of which occurred in 2011 and 2012.  Changes in the fair value of this convertible debt instrument due to changes in these assumptions and the underlying data are recorded in Other expense, net on the Condensed Consolidated Statement of Operations and Comprehensive Loss.
 
Off-Balance Sheet Arrangements
 
    Other than operating leases, there are no significant off-balance sheet financing arrangements or relationships with unconsolidated entities or financial partnerships, which are often referred to as “variable interest entities.” Therefore, there is no exposure to any financing, liquidity, market or credit risk that could arise had we engaged in such relationships.
 
    In connection with a distribution agreement entered into in December 2010 between the Company and a distributor of Company-owned products, we provided a guarantee that the distributor's operating cash flows associated with the agreement would not fall below certain agreed-to minimums, subject to certain pre-defined conditions, over the ten year term of the distribution agreement. If the distributor's annual operating cash flow does fall below the agreed-to annual minimums, we reimburse the distributor for any such short fall up to a pre-designated amount. No value was assigned to the fair value of the guarantee at September 30, 2013 and December 31, 2012 based on a probability assessment of the projected cash flows. Management currently does not believe that it is probable that any amounts will be paid under this agreement and thus there is no amount accrued for the guarantee in the Condensed Consolidated Financial Statements.
 
 
 
24

 
 
FORWARD-LOOKING STATEMENTS
 
    Our business, financial condition, results of operations, cash flows and prospects, and the prevailing market price and performance of our common stock, may be adversely affected by a number of factors, including the matters discussed below. Certain statements and information set forth in this Form 10-Q, as well as other written or oral statements made from time to time by us or by our authorized executive officers on our behalf, constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. We intend for our forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we set forth this statement and these risk factors in order to comply with such safe harbor provisions. You should note that our forward-looking statements speak only as of the date of this Form 10-Q or when made and we undertake no duty or obligation to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we believe that the expectations, plans, intentions and projections reflected in our forward-looking statements are reasonable, such statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The risks, uncertainties and other factors that our stockholders and prospective investors should consider include the following:
 
    We have a history of significant operating losses and as such our future revenue and operating profitability are uncertain;
     
    Matters relating to or arising from our recent restatement could have a material adverse effect on our business, operating results and financial condition;
     
    We may not be able to properly integrate the operations of acquired businesses and achieve anticipated benefits of cost savings or revenue enhancements;
     
    We may incur unexpected costs, expenses, or liabilities relating to undisclosed liabilities of our acquired businesses;
     
    We may fail to maintain our listing on The NASDAQ Stock Market and the Toronto Stock Exchange;
 
    Failure to attract, train, and retain personnel to manage our growth could adversely impact our operating results;
 
    We may recognize impairment charges which could adversely affect our results of operations and financial condition;
     
    We may record future goodwill impairment charges which could materially adversely impact our results of operations.
     
    Goodwill and other intangible assets resulting from acquisitions may adversely affect our results of operations due to impairment charges that could be recorded in future periods;
     
    Failure to retain our current customers and renew existing customer contracts could adversely affect our business;
     
    The pricing, terms, and length of customer service agreements may constrain our ability to recover costs and to make a profit on our contracts;
     
    Changes in economic conditions that impact the industries in which our end-users primarily operate in could adversely affect our business;
     
    If we are required to change the pricing models for our products or services to compete successfully, our margins and operating results may be adversely affected;
     
    Several members of our senior management team are critical to our business and if these individuals do not remain with us in the future, it could have a material adverse impact on our business, financial condition, results of operations, and cash flows;
     
    The financial condition and operating ability of third parties may adversely affect our business;
     
    The availability of raw materials and the volatility of their costs may adversely affect our operations;
     
    Increases in fuel and energy costs and fuel shortages could adversely affect our results of operations and financial condition;
 
   
 
25

 
 
    ●  
Our products contain hazardous materials and chemicals, which could result in claims against us;
 
    ●  
We are subject to environmental, health and safety regulations, and may be adversely affected by new and changing laws and regulations that generate ongoing environmental costs and could subject us to liability;
 
    ●  
If our products are improperly manufactured, packaged, or labeled or become adulterated or expire, those items may need to be recalled or withdrawn from sale;
 
    ●  
Changes in the types or variety of our service offerings could affect our financial performance;
 
    ●  
We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business;
 
    ●  
If we are unable to protect our information and telecommunication systems against disruptions or failures, our operations could be disrupted;
 
    ●  
Insurance policies may not cover all operating risks and a casualty loss beyond the limits of our coverage could adversely impact our business;
 
    ●  
Our current size and growth strategy could cause our revenue and operating results to fluctuate more than some of our larger, more established competitors or other public companies;
 
    ●  
Certain stockholders may exert significant influence over any corporate action requiring stockholder approval;
 
    ●  
Future issuances of our common stock in connection with acquisitions or pursuant to our stock incentive plan could have a dilutive effect;
 
    ●  
Future sales of Swisher Hygiene shares by our stockholders could affect the market price of our shares; and
 
    ●  
Provisions of Delaware law and our organizational documents may delay or prevent an acquisition of our company, even if the acquisition would be beneficial to our stockholders.
 
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
    We are exposed to market risks, including changes in interest rates and fuel prices. We do not use financial instruments for speculative trading purposes and we do not hold derivative financial instruments that could expose us to significant market and commodity risk. We do not currently have any contract with vendors where we have exposure to the underlying commodity prices. In such event, we would consider implementing price increases and pursue cost reduction initiatives; however, we may not be able to pass on these increases in whole or in part to our customers or realize costs savings needed to offset these increases. This discussion does not consider the effects that may have an adverse change on the overall economy, and it also does not consider actions we may take to mitigate our exposure to these changes. We cannot guarantee that the action we take to mitigate these exposures will be successful.
 
    Fuel costs represent a significant operating expense. To date, we have not entered into any contracts or employed any strategies to mitigate our exposure to fuel costs. Historically, we have made limited use of fuel surcharges or delivery fees to help offset rises in fuel costs. Such potential charges have not been in the past, and we believe will not be going forward, applicable to all customers. Consequently, an increase in fuel costs normally results in a decrease in our operating margin percentage. At our current consumption level, a $0.50 change in the price of fuel changes our fuel costs by approximately $0.3 million on an annual basis.
 

 
26

 
 
ITEM 4.    CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
    We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and, include controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
 
    As reported in Part II, Item 9A, “Controls and Procedures” in the 2012 Form 10-K, we did not complete our assessment of internal control over financial reporting at December 31, 2012 due to the substantial internal and external resources necessary to complete the restatement process and regain compliance with our financial reporting obligations. However, in the 2012 Form 10-K, we identified a number of deficiencies in our internal control over financial reporting and, on the basis of such deficiencies concluded that we did not maintain effective internal control over financial reporting as of December 31, 2012. In connection with the preparation of this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2013. Based upon that evaluation, management concluded that the deficiencies identified in the 2012 Form 10-K, as discussed below, were under ongoing remediation and therefore continue to exist, and as such our disclosure controls and procedures were not effective as of September 30, 2013. The deficiencies identified consist of:
 
    ●  
The effectiveness of our entity-level communication and control environment.
 
    ●  
The effectiveness of our financial statement review process, including formal written policies and procedures governing our financial statement close process.
 
    ●  
The effectiveness of transactional level controls designed to ensure the proper recording and elimination of inter-company transactions for GAAP reporting purposes, appropriate cut-off procedures, proper tracking of the physical movement and custody of fixed assets and inventory, and proper customer invoicing and application of customer payments.
 
    ●  
The effectiveness of certain information technology controls regarding inaccurate system generated reports, such as control over the input, calculation, management, and review of spreadsheets that are integral to the financial reporting process.
 
    A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The control deficiencies identified above should be considered material weaknesses in our internal control over financial reporting.
 
    As set forth below, management has taken or will take steps to remediate each of the control deficiencies identified above. Notwithstanding the control deficiencies described above, we have performed additional analyses and other procedures to enable management to conclude that our condensed consolidated financial statements included in this report fairly present, in all material respects, our financial condition and results of operations as of and for the three months ended September 30, 2013.
 
Management's Remediation Plan
 
    Following the Audit Committee's independent review, and in response to the deficiencies discussed above, we plan to continue efforts already underway to improve internal control over financial reporting, which include the following:
 
    ●  
We are continuing the education and training of employees involved in the financial reporting process, including with respect to the appropriateness and frequency of communications.
 
    ●  
We continue to enhance our review and approval levels by positions.
 
    ●  
We implemented new software and continue to refine the process for recording asset acquisitions movement and disposal, and computing depreciation expense for financial and tax reporting. We continue to reduce the complexity of the Company's legal entities and have consolidated accounting data bases. We continue to enhance our inventory management policies and procedures. We continue to enhance management and review procedures over our field entity-level accounting activities.
 
    Management and our Audit Committee will continue to monitor these remedial measures and the effectiveness of our internal control over financial reporting and our disclosure controls and procedures. Other than as described above, there were no changes in our internal control over financial reporting during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 


 
27

 
 
PART II. OTHER INFORMATION
 
ITEM 1.    LEGAL PROCEEDINGS
 
    We may be involved in litigation from time to time in the ordinary course of business. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our business, financial condition or results of operations. However, the results of these matters cannot be predicted with certainty and we cannot assure you that the ultimate resolution of any legal or administrative proceedings or disputes will not have a material adverse effect on our business, financial condition and results of operations.
 
    Securities Litigation 
 
    There have been six stockholder lawsuits filed in federal courts in North Carolina and New York asserting claims relating to the Company's March 28, 2012 announcement regarding the Company's Board conclusion that the Company's previously issued interim financial statements for the quarterly periods ended March 31, 2011, June 30, 2011 and September 30, 2011, and the other financial information in the Company's quarterly reports on Form 10-Q for the periods then ended, should no longer be relied upon and that an internal review by the Company's Audit Committee primarily relating to possible adjustments to the Company's financial statements was ongoing.
 
    On March 30, 2012, a purported Company stockholder commenced a putative securities class action on behalf of purchasers of the Company's common stock in the U.S. District Court for the Southern District of New York against the Company, the former President and Chief Executive Officer ("former CEO"), and the former Vice President and Chief Financial Officer ("former CFO"). The plaintiff asserted claims alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") based on alleged false and misleading disclosures in the Company's public filings. In April and May 2012, four more putative securities class actions were filed by purported Company stockholders in the U.S. District Court for the Western District of North Carolina against the same set of defendants. The plaintiffs in these cases have asserted claims alleging violations of Sections 10(b) and 20(a) of the Exchange Act based on alleged false and misleading disclosures in the Company's public filings. In each of the putative securities class actions, the plaintiffs seek damages for losses suffered by the putative class of investors who purchased Swisher common stock.
 
    On May 21, 2012, a stockholder derivative action was brought against the Company's former CEO and former CFO and the Company's then directors for alleged breaches of fiduciary duty by another purported Company stockholder in the Southern District of New York. In this derivative action, the plaintiff seeks to recover for the Company damages arising out of the then possible restatement of the Company's financial statements.
 
    On May 30, 2012, the Company, and its former CEO and former CFO filed a motion with the United States Judicial Panel on Multidistrict Litigation ("MDL Panel") to centralize all of the cases in the Western District of North Carolina by requesting that the actions filed in the Southern District of New York be transferred to the Western District of North Carolina.
 
    In light of the motion to centralize the cases in the Western District of North Carolina, the Company, and its former CEO and former CFO requested from both courts a stay of all proceedings pending the MDL Panel's ruling. On June 4, 2012, the Southern District of New York adjourned all pending dates in the cases in light of the motion to transfer filed before the MDL Panel. On June 13, 2012, the Western District of North Carolina issued a stay of proceedings pending a ruling by the MDL Panel.
 
    On August 13, 2012, the MDL Panel granted the motion to centralize, transferring the actions filed in the Southern District of New York to the Western District of North Carolina as part of MDL No. 2384, captioned In re Swisher Hygiene, Inc. Securities and Derivative Litigation. In response, on August 21, 2012, the Western District of North Carolina issued an order governing the practice and procedure in the actions transferred to the Western District of North Carolina as well as the actions originally filed there.
 
    On October 18, 2012, the Western District of North Carolina held an Initial Pretrial Conference at which it appointed lead counsel and lead plaintiffs for the securities class actions, and set a schedule for the filing of a consolidated class action complaint and defendants' time to answer or otherwise respond to the consolidated class action complaint. The Western District of North Carolina stayed the derivative action pending the outcome of the securities class actions.
 
    On April 24, 2013, lead plaintiffs filed their first amended consolidated class action complaint (the "Class Action Complaint") asserting similar claims as those previously alleged as well as additional allegations stemming from the Company's restated financial statements. The Class Action Complaint also names the Company's former Senior Vice President and Treasurer as an additional defendant. On June 24, 2013, defendants moved to dismiss the Class Action Complaint.  Briefing on the motions to dismiss was completed on August 9, 2013.
 
 
 
28

 
 
    On June 11, 2013, an individual action was filed in the U.S. District Court for the Southern District of Florida captioned Miller, et al. v. Swisher Hygiene, Inc., et al., No. 0:13-CV-61292-JAL, against the Company, its former CEO and former CFO, and a former Company director, bringing state and federal claims founded on the allegations that in deciding to sell their company to the Company, plaintiffs relied on defendants'  statements about such things as the Company's accounting and internal controls, which, in light of Swisher's restatement of its financial statements, were false. On July 17, 2013, the Company notified the MDL Panel of this action, and requested that it be transferred and centralized in the Western District of North Carolina with the other actions pending there. On July 23, 2013, the MDL Panel issued a Conditional Transfer Order (the "CTO"), conditionally transferring the case to the Western District of North Carolina. On July 29, 2013, plaintiffs notified the MDL Panel that they would seek to vacate the CTO. In light of the proceedings in the MDL Panel, defendants requested that the Southern District of Florida stay all proceedings pending the MDL Panel's ruling. On August 6, 2013, the Southern District of Florida issued a stay of all proceedings pending a ruling by the MDL Panel.  On October 2, 2013, following briefing on the issue of whether the CTO should be vacated, the MDL Panel issued an order transferring the action to the Western District of North Carolina.
 
    Derivative Litigation
 
    On April 11, 2012 and May 11, 2012, the Company's Board received demand letters (the “Demands”) from two of the Company’s purported stockholders. In general, the Demands ask the Board to undertake an independent investigation into potential violations of Delaware and federal law relating to the Company's March 28, 2012 disclosure that its previously issued financial results should no longer be relied upon, and to initiate claims against responsible parties and/or implement therapeutic changes as needed. By letters delivered on May 17, 2013, the Board informed counsel for the purported stockholders that the Board had considered these Demands and, after consultation with counsel, determined that it is not in the best interests of the Company to pursue the claims outlined in the Demands.
 
    On July 11, 2013, one of the purported stockholders filed a derivative action on behalf of the Company in the General Court of Justice, Superior Court Division in the State of North Carolina, Mecklenburg County, captioned  Borthwick v. Berrard , et. al., No. 13-CVS-12397. The action asserts claims against the Company as a nominal defendant, its former CEO and former CFO, and certain former and current Company directors for breaches of fiduciary duties, gross mismanagement, abuse of control, waste of corporate assets, and aiding and abetting thereof, in connection with the Company's restatement of its financial statements. Among other things, the action seeks damages on behalf of the Company and an order directing the Company to implement corporate governance reforms. On August 7, 2013, the Company filed a notice to remove the action from the General Court of Justice, Superior Court Division in the State of North Carolina, Mecklenburg County to the Western District of North Carolina.  On August 30, 2013, the Company moved to consolidate this action with the actions previously consolidated before the Western District of North Carolina, and to stay the action.  On September 25, 2013, the Western District of North Carolina granted the Company's  motion.
 
    Other Matters
 
    The Company has been contacted by the staff of the Atlanta Regional Office of the SEC and by the United States Attorney's Office for the Western District of North Carolina (the "U.S. Attorney's Office") after publicly announcing the Audit Committee's internal review and the delays in filing our periodic reports. The Company has been asked to make certain individuals available and to provide certain information about these matters on a voluntary basis to the SEC and the U.S. Attorney's Office. The Company is fully cooperating with the SEC and the U.S. Attorney's Office. Any action by the SEC, the U.S. Attorney's Office or other government agency could result in criminal or civil sanctions against the Company and/or certain of its current or former officers, directors or employees.
 
    On July 17, 2013, the Company received a written notice (the “Notice”) from the Listing Qualifications department of The Nasdaq Stock Market (“Nasdaq") indicating that the Company is not in compliance with the minimum bid price requirement of $1.00 per share set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Select Market.  The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price for the 30 consecutive business days ended July 16, 2013, the Company did not meet this requirement. The Company will be provided a 180 day period in which to regain compliance. If at any time during this period the closing bid price of the Company’s common stock is at least $1.00 for a minimum of ten consecutive business days, the Company will receive a written confirmation of compliance from Nasdaq and the matter will be closed.  In addition, following the initial 180 day period, the Company may be eligible for an additional 180 day period to regain compliance, subject to the Company, at that time, transferring its securities to The Nasdaq Capital Market and confirming that the Company will, if necessary to cure the deficiency, effect a reverse stock split during the second 180 day compliance period.  At present, the Company will work to regain compliance during the initial 180 day compliance period and will actively monitor its performance with respect to the listing standards.
 
    As previously disclosed, on September 16, 2013, William M. Pierce was appointed the President and Chief Executive Officer of the Company, effective September 10, 2013.  As a result of his appointment, Mr. Pierce is no longer considered an "independent" director for purposes of Audit Committee membership, and as such, Mr. Pierce resigned as a member of the Company’s Audit Committee, effective September 10, 2013.  On September 20, 2013, the Company received a notification from Nasdaq that, as a result of Mr. Pierce's resignation from the Audit Committee, the Company was no longer in compliance with Nasdaq’s audit committee requirements as set forth in Nasdaq Listing Rule 5605, which requires the Audit Committee be composed of at least three members.  In accordance with Nasdaq Listing Rule 5605(c)(4), the Company has until the earlier of the Company's next annual shareholders' meeting or September 10, 2014 to regain compliance with the Audit Committee membership requirement, however, if the next annual shareholders' meeting is held before March 10, 2014, then the Company must evidence compliance no later than March 10, 2014.  The Company expects to appoint an additional independent director to serve on the Audit Committee during the cure period.
 
 
 
29

 
 
ITEM 1A.    RISK FACTORS
 
    In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012, which could materially affect our business, financial condition, or future results. There have been no material changes to the risk factors previously disclosed in our 2012 Form 10-K, except for the following:
   
    We may record future goodwill impairment charges which could materially adversely impact our results of operations.
 
    The Company's accounting policy is to perform an annual goodwill impairment test in the fourth quarter or more frequently whenever events or circumstances indicate that goodwill or the carrying value of intangible assets may not be recoverable.  As of September 30, 2013, following a qualitative review of the key drivers of fair value, the Company determined that it was necessary to perform a quantitative goodwill impairment analysis.  The Company identified no impairment during the third quarter of 2013. The estimates and assumptions used in our impairment analysis are subject to uncertainty, including our ability to grow revenue and our profitability levels.  Relatively small declines in the future performance and cash flows of the Company or small changes in the key assumptions may result in significant asset impairment charges.  The estimates used for our future cash flows and discount rates represent management's best estimates, which we believe to be reasonable, but future declines in business performance may impair the recoverability of our goodwill and intangible assets balances and result in an impairment charge being recorded in future periods.
 
ITEM 6.                      EXHIBITS
 
Exhibit Number
 
Description
 
Section 302 Certification of Chief Executive Officer.
 
Section 302 Certification of Chief Financial Officer.
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS
 
XBRL Instance Document.
101.SCH
 
XBRL Taxonomy Extension Schema.
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase.
101.LAB
 
XBRL Taxonomy Extension Label Linkbase.
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase.
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase.
________________________
 
 
*           Furnished herewith.

 
 
30

 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
SWISHER HYGIENE INC.
 
(Registrant)
     
Dated:  November 12, 2013
By:
/s/ William M. Pierce
   
William M. Pierce
President and Chief Executive Officer
(Principal Executive Officer)
     
Dated:   November 12, 2013
By:
/s/ William T. Nanovsky
   
William T. Nanovsky 
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
     
Dated:   November 12, 2013
By:
/s/ Linda C. Wilson-Ingram
   
Linda C. Wilson-Ingram
Vice President, Corporate Controller and Chief Accounting Officer
(Principal Accounting Officer)
 
 
 
31

 

 
SWISHER HYGIENE INC. AND SUBSIDIARIES
 
EXHIBIT INDEX
 
Exhibit Number
 
Description
 
Section 302 Certification of Chief Executive Officer.
 
Section 302 Certification of Chief Financial Officer.
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS
 
XBRL Instance Document.
101.SCH
 
XBRL Taxonomy Extension Schema.
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase.
101.LAB
 
XBRL Taxonomy Extension Label Linkbase.
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase.
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase.
________________________
 
*           Furnished herewith.
 
32