8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 16, 2011

SWISHER HYGIENE INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-35067	27-3819646
(Commission File Number)	(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)

Not Applicable
(Former Name or Former Address, If Changed Since Last Report)

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On May 16, 2011, Swisher Hygiene Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended March 31, 2011. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure

Attached to this report as Exhibit 99.2 is a supplemental presentation that will be reviewed by management during the Company’s earnings conference call scheduled to commence at 5:00 p.m. Eastern Time on May 16, 2011. This presentation is being furnished in this report in accordance with Item 7.01 of Form 8-K and shall not be deemed incorporated into any other filing of the Company with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished as part of this report:

99.1 Press Release of Swisher Hygiene Inc. dated May 16, 2011 regarding results of operations for the fiscal quarter ended March 31, 2011.

99.2 Supplemental Presentation for Company’s earnings conference call regarding results of operations for the fiscal quarter ended March 31, 2011.

SIGNATURES

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

Date: May 16, 2011	SWISHER HYGIENE INC.
	By:	/s/ Steven R. Berrard
		Steven R. Berrard
		President and Chief Executive Officer

EX-99.1

SWISHER HYGIENE ANNOUNCES RESULTS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2011

86% Increase in Revenue Compared to First Quarter 2010; 55% Sequential Increase in Revenue

Company Affirms Its Current Year Outlook

CHARLOTTE, NC — May 16, 2011 — Swisher Hygiene Inc. (“Swisher Hygiene”) (NASDAQ: SWSH, TSX: SWI), a leading provider of essential hygiene and sanitation products and services, today announced results for the three-month period ended March 31, 2011. All amounts in this news release are in United States dollars.

First Quarter 2011 Highlights and Subsequent Events

• Total revenue for the three months ended March 31, 2011 increased by 86% to $27.4 million compared to $14.7 million for the same period in 2010, led by an 89% increase in products revenue and a 139% increase in services revenue. Total revenue for the first quarter 2011 was up 55% sequentially from the fourth quarter of 2010. Excluding the impact of acquisitions, total revenue increased 15% from the same period of the prior year.

• Announced its outlook at annual meeting of $200 million in revenue for full year 2011, with current annualized Run-Rate Revenue in excess of $230 million.

• Raised over $195 million of equity in private placements with well-known and respected U.S. and Canadian institutions, and entered into a senior secured revolving credit facility with Wells Fargo Bank, N.A. providing up to $100 million of borrowing capacity. As of April 30, 2011, Swisher Hygiene had over $165 million in cash on its balance sheet.

• Completed nine acquisitions of hygiene and chemical companies and four acquisitions of franchises in the first quarter of 2011.

• In March 2011, acquired Choice Environmental Services, Inc., a Florida-based residential and commercial solid waste services company.

• In May 2011, acquired ProClean of Arizona, Inc. and Mt. Hood Solutions, the leading independent chemical providers in the Southwest U.S. and Northwest U.S., respectively.

• Commenced trading on the NASDAQ Global Market.

“The first quarter of 2011 and recent weeks have provided several significant milestones for Swisher Hygiene, including the listing of Swisher common stock on the NASDAQ Global Market, our raising of $195 million in additional equity and the acquisition of Choice Environmental Services,” said Steven R. Berrard, Chief Executive Officer of Swisher Hygiene. “Further, we are very excited to have completed the acquisitions of ProClean of Arizona and Mt. Hood Solutions last week, which has not only significantly expanded our presence in the Western United States but also provided us with additional management strength with two leading industry veterans. The geographical overlap of our businesses will allow us to enjoy gross margin gains, operational efficiencies and opportunities for cross-selling in that region.”

Mr. Berrard continued, “Our first quarter 2011 results are evidence of the opening stages of our strategy of rapid expansion through acquisitions and organic growth with an 86% growth in revenue from the same prior-year period, and a 55% sequential increase in revenue compared to our fourth quarter of 2010. This is just the beginning of the increase in revenue that we anticipate reporting over the next few quarters and we believe the second half of the year should more accurately reflect how well our strategy is working in terms of revenue growth, margin expansion and leveraged operating costs. Our company will continue to use its capital wisely in order to maintain and extend its growth strategy going forward.”

First Quarter 2011 Results

For the three months ended March 31, 2011, Swisher Hygiene reported total revenue of $27.4 million, an 86% increase from $14.7 million in the same prior-year period and a 55% sequential increase from the fourth quarter of 2010. The increase was primarily due to an 89% increase in products revenue due to the acquisitions made since August 2010 of eight franchisees and 15 independent hygiene and chemical companies, as well as a 139% increase in service revenue, largely attributable to the acquisition of Choice Environmental Services, Inc. Excluding the impact of acquisitions, total revenue increased 15% from the prior-year period.

Total costs and expenses for the three months ended March 31, 2011 increased by 106% to $33.0 million, compared to $16.0 million in the same prior-year period. Excluding acquisition and merger-related costs of $1.3 million, total costs and expenses increased 98%, compared to the same prior-year period.

The increase was primarily due to an 89% increase in selling, general and administrative costs resulting in part from the acquisitions made since August 2010 of eight franchisees and 15 independent hygiene and chemical companies, as well as the expansion of Swisher Hygiene’s corporate, field and distribution sales organization to accelerate growth in the company’s core chemical program. In addition, route expenses increased 124% caused by the addition of routes from completing the aforementioned acquisitions.

Excluding the impact of acquisitions, for the three months ended March 31, 2011 compared to the same prior-year period, total cost of sales were up 15%, total route expenses increased 21%, SG&A expenses increased 51% and depreciation and amortization increased 47%.

Net loss for the three months ended March 31, 2011 was $3.2 million, compared to a net loss of $1.6 million in the prior-year period. Excluding acquisition and merger-related costs of $1.3 million in the first quarter of 2011, net loss for the three months ended March 31, 2011 was $1.9 million.

Adjusted EBITDA for the three months ended March 31, 2011 was $1.0 million, compared to $0.3 million in the prior-year period. For a reconciliation of non-GAAP to GAAP measures, please review the disclosures and table included with the release.

Liquidity and Capital Resources

As of March 31, 2011, Swisher Hygiene had $105.1 million in cash and $59.3 million in outstanding debt, including $27.8 million borrowed under its revolving credit facility, on its balance sheet. On March 31, the company entered into a new $100 million senior secured revolving credit facility with Wells Fargo Bank, NA.

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During the three months ended March 31, 2011, Swisher Hygiene raised $119 million of equity in private placements. In addition, in April 2011, Swisher Hygiene raised an additional $76 million of equity in private placements. The proceeds from these transactions will be used to further the company’s organic and acquisition growth strategy, as well as for working capital purposes.

2011 Revenue Outlook

Swisher Hygiene has provided its initial revenue outlook for 2011 of approximately $200 million, with current annualized run-rate revenue in excess of $230 million. Run-Rate Revenue is defined as April 2011 estimated revenue annualized plus the annualized revenue impact of acquisitions since April.

Conference Call Information

Swisher Hygiene will host a conference call and live webcast to discuss the results later today at 5:00 PM Eastern time. The conference call can be accessed live over the phone by dialing 877-874-1565 or for international callers by dialing 1-719-325-4783; please dial-in 10 minutes before the start of the call. A replay will be available two hours after the call and can be accessed by dialing 877-870-5176 or for international callers by dialing 1-858-384-5517; the conference ID is 8665575. The replay will be available until Monday, May 23, 2011.

In order to access the live webcast, please go to the Investors section of Swisher Hygiene’s website at http://www.swisherhygiene.com and click on the webcast link that will be made available. A replay will be available shortly after the original webcast.

A supplemental slide presentation will be available on the Investors section of Swisher Hygiene’s website shortly before the conference call and live webcast begins.

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Non-GAAP Financial Measures

In addition to net income determined in accordance with GAAP, we use certain non-GAAP measures, such as “Adjusted EBITDA”, in assessing our operating performance. We believe this non-GAAP measure serves as an appropriate measure to be used in evaluating the performance of our business.

We define Adjusted EBITDA as net loss excluding the impact of income taxes, depreciation and amortization expense, interest expense and income, gains on foreign currency, unrealized loss on convertible debt, stock-based compensation expense, and costs directly related to merger and acquisitions.

We present Adjusted EBITDA because we consider it an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of our results. Management uses this non-GAAP financial measure frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods and gives a better indication of our core operating performance. We include this non-GAAP financial measure in our earnings announcement in order to provide transparency to our investors and enable investors to better compare our operating performance with the operating performance of our competitors. Adjusted EBITDA should not be considered in isolation from, and is not intended to represent an alternative measure of, revenue, operating results or of cash flows from operating activities, as determined in accordance with GAAP. Additionally, our definition of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

Under SEC rules, we are required to provide a reconciliation of non-GAAP measures to the most directly comparable GAAP measures. Accordingly, the following is a reconciliation of Adjusted EBITDA to our net losses for the three-month periods ended March 31, 2011 and 2010:

	Unaudited
	Three Months Ended March 31,
	2011			2010
Net loss	$	(3,214,578	)	$	(1,595,441	)
Income tax benefit		(4,709,793	)		—
Depreciation and amortization expense		2,707,952			1,042,830
Interest expense, net		347,422			291,265
Gains on foreign currency		(35,403	)		—
Unrealized loss on convertible debt		1,961,100			—
Stock based compensation		664,842			—
Acquisition and merger expenses		1,315,978			—
Adjustment EBITDA	$	(962,480	)	$	(261,346	)

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CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

All statements, other than statements of historical fact, contained in this news release, including any information as to the future financial or operating performance of Swisher Hygiene, constitute “forward-looking information” or “forward-looking statements” within the meaning of the U.S. federal securities laws and the Securities Act (Ontario) and are based on the expectations, estimates and projections of management as of the date of this news release unless otherwise stated. All statements other than historical facts are, or may be, deemed to be forward looking statements. The words “plans,” “expects,” “is expected,” “scheduled,” “estimates,” or “believes,” or similar words or variations of such words and phrases or statements that certain actions, events or results “may,” “could,” “would,” “might,” or “will be taken,” “occur,” and similar expressions identify forward-looking statements.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Swisher Hygiene as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of Swisher Hygiene contained in this news release, which may prove to be incorrect, include but are not limited to, the various assumptions set forth herein as well as the accuracy of management’s assessment of the effects of the successful completion and integration of the acquisitions. All of these assumptions have been derived from information currently available to Swisher Hygiene including information obtained by Swisher Hygiene from third-party sources. These assumptions may prove to be incorrect in whole or in part. All of the forward-looking statements made in this news release are qualified by the above cautionary statements and those made in the “Risk Factors” section of Swisher Hygiene’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission, available on www.sec.gov, and with Canadian securities regulators available on Swisher Hygiene’s SEDAR profile at www.sedar.com, and Swisher Hygiene’s other filings with the Securities and Exchange Commission and with Canadian securities regulators available on Swisher Hygiene’s SEDAR profile at www.sedar.com. The forward-looking information set forth in this news release is subject to various assumptions, risks, uncertainties and other factors that are difficult to predict and which could cause actual results to differ materially from those expressed or implied in the forward-looking information.

Swisher Hygiene disclaims any intention or obligation to update or revise any forward-looking statements to reflect subsequent events and circumstances, except to the extent required by applicable law.

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About Swisher Hygiene Inc.

Swisher Hygiene Inc. is a NASDAQ and TSX listed company that provides essential hygiene and sanitation solutions to customers throughout much of North America and internationally through its global network of 83 company-owned operations, 5 franchises and 10 master licensees operating in countries across Europe and Asia. These essential solutions include cleaning and sanitizing chemicals, foodservice and laundry products, restroom hygiene programs and a full range of related products and services. The company’s most recent program enhancement is its introduction of solid waste management services to commercial and residential customers in selected markets. Together, this broad set of offerings is designed to promote superior cleanliness and sanitation in all commercial environments from door to dumpster, enhancing the safety, satisfaction and well-being of employees and patrons. Swisher Hygiene’s customers include a wide range of commercial enterprises, with a particular emphasis on the foodservice, hospitality, retail, industrial and healthcare industries.

For Further Information, Please Contact:

Swisher Hygiene Inc.

Investor Contact:
Amy Simpson
Phone: (704) 602-7116

Garrett Edson, ICR
Phone: (203) 682-8331

Media Contact:
Alecia Pulman, ICR
Phone: (203) 682-8224

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SWISHER HYGIENE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Unaudited
	Three Months Ended March 31,
	2011			2010
Revenue
Product	$	15,426,822		$	8,164,028
Service		10,458,452			4,378,544
Franschise and other		1,511,029			2,186,361
Total revenue		27,396,303			14,728,933
Cost and expenses
Cost of sales		9,583,685			5,308,948
Route expenses		7,115,071			3,174,176
Selling, general, and administrative		12,324,869			6,507,155
Acquisition and merger expenses		1,315,978			—
Depreciation and amortization		2,707,952			1,042,830
Total costs and expenses		33,047,555			16,033,109
Loss from operations		(5,651,252	)		(1,304,176	)
Other expense, net		(2,273,119	)		(291,265	)
Net loss before income taxes		(7,924,371	)		(1,595,441	)
Income tax benefit		4,709,793			—
Net loss	$	(3,214,578	)	$	(1,595,441	)
Loss per share
Basic and diluted	$	(0.03	)	$	(0.03	)
Weighted-average common shares used in the computation of loss per share
Basic and diluted		122,780,115			57,829,630

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SWISHER HYGIENE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	Unaudited
	Balance at
	March 31,			December 31,
	2011			2010
ASSETS
Current assets
Cash and cash equivalents	$	105,069,848		$	38,931,738
Restricted cash		—			5,193,333
Accounts receivable (net of allowance for doubtful accounts of $1,404,365 at March 31, 2011 and $334,156 at December 31, 2010)		14,893,924			7,068,629
Inventory		3,765,159			2,968,076
Other assets		2,797,557			894,719
Total current assets		126,526,488			55,056,495
Property and equipment, net		44,202,516			11,324,055
Goodwill		87,877,874			29,660,309
Other intangibles, net		44,076,159			7,668,805
Other noncurrent assets		3,736,793			2,524,598
	$	306,419,830		$	106,234,262
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, accrued expenses, and other current liabilities	$	18,024,044		$	9,335,932
Short term obligations		19,734,219			13,378,710
Advances from shareholder		2,000,000			2,000,000
Total current liabilities		39,758,263			24,714,642
Long term obligations		37,527,478			31,028,992
Deferred income tax liabilites		9,746,713			1,700,000
Other long term liabilites		3,554,802			2,763,051
Total noncurrent liabilities		50,828,993			35,492,043
Commitments and contingenies
Equity
Swisher Hygiene Inc. stockholders’ equity
Common stock, par vale $0.001, authorized 400,000,000 shares:
148,455,429 and 114,015,063 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively		148,455			114,015
Additional paid-in capital		227,569,009			54,725,897
Accumulated deficit		(12,204,602	)		(8,996,759	)
Accumulated other comprehensive income		216,008			73,985
Total Swisher Hygiene Inc. stockholders’ equity		215,728,870			45,917,138
Non-controlling interest		103,704			110,439
Total equity		215,832,574			46,027,577
	$	306,419,830		$	106,234,262

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EX-99.2

Exhibit 99.2

Supplemental Data Fiscal quarter ended March 31, 2011

May 16, 2011

Forward-Looking Information

This presentation includes financial forecasts, projections and other forward-looking statements regarding Swisher Hygiene Inc., its business and prospects. This forward-looking information is based on management assumptions and expectations which, while considered reasonable by Swisher Hygiene and its management as of the date of this presentation, are subject to risks, uncertainties, and other factors that may cause actual results and performance to materially differ from results or performance expressed or implied by the forward-looking statements. A description of these factors can be found in our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2011 and in our other filings with the SEC, which are available at www.sec.gov. Swisher Hygiene undertakes no obligation to publicly revise the forward-looking statements presented, except as required by law.

First Quarter Highlights

86% increase in revenue

15% excluding acquisition (organic growth)

55% increase over fourth quarter 2010

Current run-rate revenue over $230 million

Acquisition of 11 independent service providers, 4 franchisees and Choice Environmental

Commenced trading on NASDAQ

Launched cross-selling efforts and implemented cost synergies

Strengthened capital structure

Strategy and Roadmap

Strategy

1. Establish a unique, sustainable and defensible competitive advantage

2. Be a full-service provider with a continually evolving product portfolio

3. Optimize distribution to customer

Roadmap

1. Expand geographic presence through acquisition

2. Raise revenue-per-customer through route up-sells and interdivisional cross-selling

3. Reduce costs by leveraging infrastructure

Attractive Business Model

Full range of products and services

Recurring revenue

Able to establish significant points of competitive differentiation

Nationwide service capability

Low cost provider

Opportunity for attractive margins

Established Brand Equity

Widely recognized as Operating for more than 25 years

Providing regular, ongoing service to more than 50,000 commercial and 150,000 residential customers

Widely Followed Industries

Large and attractive addressable market

Highly fragmented, with strong regional and local participants

Established patterns of consistent growth in revenue, earnings and cash flow

Industry participants enjoy significant valuation premiums

Scalable Business

Nationwide footprint allows for growth through corporate accounts and third-party distribution

Positioned to take advantage of significant excess route capacity

Corporate overhead is scalable

Complete Offering

Product/Service Uniform Co. Chemical Co. Waste Co. Swisher

Restroom Hygiene Service

Germicidal Misting

Power Washing

Paper Program

Hand Care Program

Dust Control Programs

Mat, Bar Towels & Aprons

Cleaning Chemicals

Warewashing Program

Laundry Program

Green Soap, Paper & Chemicals

Specialty Chemicals

Waste Collection

Complete Offering RESTROOM

1 Cleaning Chemicals 2 Weekly Sanitizing Service 3 Pressure Washing 4 Germicidal Misting 5 Restroom Soap 6 Restroom Paper 7 Odor Control KITCHEN 8 Dish Machines 9 Kitchen Chemicals 10 Drainline Treatment Disposable Gloves 17 11 Floor Mats 8 12 FRONT OF HOUSE 9 13 Hand Sanitizer 10 14 Floor Treatment 11 15 Foodservice Wipers 12 LAUNDRY 16 Laundry Products 13 WASTE 14 17 Waste Management

Access to Capital

Raised $195 million of equity in private placements from well known and respected Canadian and U.S. institutions

Significant liquidity Over $165 million of cash on hand $100 million credit facility in place

Weighted average borrowing rate of 4.6%

Shareholder equity in excess of $325 million

Total debt to capital of less than 12%

*As of April 30, 2011

Acquisition Opportunities

In the U.S. we believe that there are over:

3,400 chemical service providers 2,000 linen /facility service providers 38,000 waste collection companies

Provide acquisition opportunities in new markets or tuck-ins for existing markets at attractive multiples

Allows us to attract entrepreneurs who can contribute to the rapid growth of a relationship-driven business

Organic Growth Opportunities

CURRENT CUSTOMERS

Opportunity to significantly increase revenue per customer

Drives revenue per route

Focus of hygiene and chemical route technicians

FIELD SALES

Direct and with distribution partners

Targeted to leverage excess local route capacity

Focus of field sales organization

CORPORATE ACCOUNTS

Significant industry experience

Significant pipeline of prospects and on-going tests

Focus of corporate account team

CROSS SELLING

Customers are seeking one trusted supplier

Within most industries

Initiated by dedicated cross-selling team

International Opportunity

Significant opportunity also exists for growth in worldwide markets

Ireland

United Kingdom Canada

Netherlands Korea United States Portugal China Taiwan Mexico Hong Kong Macau Philippines Singapore

New Zealand

Revenue Run Rate