Orlando, FL 3/12/12 (StreetBeat) -- Swisher Hygiene Inc. (Nasdaq:SWSH), a leading provider of essential hygiene and sanitation products and services, determined that the filing of its Annual Report on Form 10-K for the year ended December 31, 2011 (the "Form 10-K") will be delayed beyond the April 16, 2012 extended due date as a result of the previously disclosed internal review being conducted by Swisher Hygiene's Audit Committee.Swisher Hygiene notes the following information relating to the delayed filing:
• NASDAQ -- On April 11, 2012, Swisher Hygiene received a letter from NASDAQ indicating that it is not in compliance with the filing requirements for continued listing under NASDAQ Listing Rule 5250(c)(1). The NASDAQ letter notes that Swisher Hygiene is required to submit a plan to regain compliance with NASDAQ's filing requirements for continued listing within 60 calendar days of the date of the NASDAQ notification letter. Upon acceptance of Swisher Hygiene's compliance plan, NASDAQ is permitted to grant an extension of up to 180 days from the Form 10-K's initial due date for Swisher Hygiene to regain compliance with NASDAQ's filing requirements for continued listing. Swisher Hygiene intends to submit a compliance plan within the 60 calendar day period. During the process of regaining compliance with NASDAQ, Swisher Hygiene expects that its common stock will continue trading on NASDAQ under the symbol "SWSH".
• Canadian Securities Law Compliance/Toronto Stock Exchange/ -- On March 30, 2012, Swisher Hygiene was noted in default of the continuous disclosure requirements under Ontario securities laws by the Ontario Securities Commission (the "OSC"), its principal Canadian securities regulator. Swisher Hygiene applied for, and received from the Toronto Stock Exchange (the "TSX"), an extension for filing the Form 10-K until April 16, 2012. In connection with the default notification and extension, Swisher Hygiene is required to notify the OSC and the TSX of the delay in filing the Form 10-K beyond the April 16, 2012 extended due date. The shares of Swisher Hygiene's common stock trade on the TSX under the symbol "SWI."
• Registration Statements -- Since Swisher Hygiene will not file its Form 10-K by the April 16, 2012 extended due date, it will no longer be Form S-3 eligible. As a result, Swisher Hygiene will need to file post-effective amendments to its Registration Statement on Form S-3 (Reg. No. 333-179018) and its Registration Statement on Form S-4 (Reg. No. 333-173224) as soon as practicable following the filing of the Form 10-K. Also, Swisher Hygiene will suspend its two Registration Statements on Form S-8 (Reg. Nos. 333-174072 and 333-172233), relating to shares issuable (1) under its Amended and Restated Swisher Hygiene Inc. 2010 Stock Incentive Plan and (2) pursuant to options granted by CoolBrands, Swisher Hygiene's predecessor, until it files the Form 10-K.
• Wells Fargo Credit Facility -- Swisher Hygiene has entered into an amendment to its senior credit facility with Wells Fargo Bank, National Associates as administrative agent. The Second Amendment provides an extension for the delivery of Swisher Hygiene's financial statements for the fiscal year ended December 31, 2011 until the earlier of the date on which the Company delivers such financial statements to the Securities and Exchange Commission or May 15, 2012. At the same time, the Second Amendment waives any Default or Event of Default that may arise if Swisher Hygiene fails to file the Form 10-K for the year ended December 31, 2011 by April 16, 2012 so long as Swisher Hygiene files the Form 10-K by May 15, 2012.
The Second Amendment also provides additional financing flexibility by providing the Company with the right to engage in sale-leaseback transactions in an amount not to exceed $4.75 million by reducing baskets for permitted indebtedness by the same amount. While the Company has no present intention to borrow any additional funds under the credit facility, until (1) the Company files the Form 10-K, (2) represents to Wells Fargo that its financial statements as filed may be relied upon, and (3) Wells Fargo consents to such reliance, the Company may not borrow additional funds under the credit facility with Wells Fargo.
As previously announced, Swisher Hygiene's Audit Committee believes that material adjustments to the interim financial statements for the quarterly periods ended March 31, 2011, June 30, 2011, and September 30, 2011 may be required and that Swisher Hygiene may need to restate its results for these periods. While the amount of any such adjustments cannot be estimated with reasonable certainty at this time, to date, the Audit Committee has preliminarily identified an aggregate of approximately $3.8 million in increases to net loss before income taxes for the affected periods. However, until the review is complete and a final determination is made, Swisher Hygiene cannot provide further assurance regarding the complete impact of any adjustments on its results of operations for the affected periods, and Swisher Hygiene cannot provide assurance that the adjustments identified to date are representative of the adjustments that will be required when the review is complete. Also, Swisher Hygiene cannot provide assurance that the review will not identify further adjustments that may be required. Swisher Hygiene is working to file the Form 10-K as promptly as possible; however, Swisher Hygiene can provide no assurance as to when it will file the Form 10-K. Furthermore, Swisher Hygiene cannot provide assurance that the ongoing Audit Committee review and the process to complete and file its Form 10-K will not impact its ability to timely file its Quarterly Report on Form 10-Q for the three-month period ended March 31, 2012.
Please contact www.thestreetbeat.com for interest in our latest investor relations platform the “CEO Interview Series” with its host Steve Kanaval. The package includes a one-on-one interview with a seasoned industry professional; published segment to our web site with embedded audio/video file; and a compressed file that can be easily e-mailed out to your current and/or potential investors. Please e-mail bflautt@gmail.com or call (662) 392-0740 for pricing and scheduling.
StreetBeat Disclaimer
No comments:
Post a Comment