Swisher Hygiene

Swisher Hygiene was a United States sanitation and hygiene-services company serving restaurants and other commercial customers. It began as a janitorial-services business founded by Patrick Swisher and later developed a broader model that combined recurring cleaning services with the distribution of sanitation chemicals and related supplies. By the time described in its public-company history, approximately two-thirds of revenue came from selling cleaning and sanitizing chemicals rather than from janitorial work. The business changed ownership in November 2004, when Fort Lauderdale entrepreneurs Wayne Huizenga and Steve Berrard acquired it for a reported $14 million. They operated Swisher privately for several years before taking it public on November 2, 2010, through a reverse takeover involving CoolBrands International Inc., a formerly significant frozen-food and dessert company whose operating businesses had largely been sold. The transaction gave Swisher access to a listed corporate structure and enabled it to use shares, or a mixture of shares and cash, in acquisitions. Swisher pursued an aggressive acquisition strategy in 2011, purchasing 54 businesses with a nominal aggregate value of approximately $220 million. The expansion increased reported gross revenue but did not produce sustained profitability. One of the most consequential transactions was the February 2011 acquisition of Fort Lauderdale-based Choice Environmental Services. The deal involved $50 million in Swisher stock and the assumption of $41.5 million in debt. Choice's former owners became major Swisher shareholders, but restrictions on selling their shares later became the basis of litigation after Swisher's market value fell sharply. The company subsequently faced accounting, reporting, liquidity, and listing problems. It restated its 2011 financial information after identifying accounting irregularities, increasing the reported pretax loss for that year by $4.8 million. Losses continued through much of 2012 and into 2013 and 2014. Swisher also missed Toronto Stock Exchange deadlines for quarterly and annual reporting, while NASDAQ threatened delisting because of delayed filings. In November 2012, it sold Choice Environmental Services to Waste Services of Florida for $125 million in cash, using the proceeds to repay debt. In February 2013, Thomas Byrne became interim president and chief executive officer as the company attempted to stabilize and restructure the business. Wayne Huizenga became chairman. Swisher's share price had fallen below the level required for continued NASDAQ listing, and the company completed a one-for-ten reverse stock split on June 4, 2014. The move was intended to raise the per-share price above $1 and avoid penny-stock treatment and possible delisting, although operating losses continued. Swisher ultimately exited its U.S. operating business. On November 2, 2015, its U.S. operations were sold to Ecolab for $40.2 million. Following that transaction, the company no longer had operating assets or revenue-producing operations in the United States. The available reference history does not establish a continuing consumer-facing brand, a surviving operating business, or a current corporate website.

Swisher Hygiene originated as a janitorial-services company founded by Patrick Swisher to serve restaurants and other businesses. Its later business model expanded beyond labor-intensive cleaning work to include the sale of cleaning and sanitizing chemicals and related hygiene supplies. Public descriptions of the company indicate that chemical and sanitation-product sales eventually represented roughly two-thirds of revenue. In November 2004, Wayne Huizenga and Steve Berrard, both entrepreneurs based in Fort Lauderdale, acquired the company for a reported $14 million. The buyers paid approximately $8.1 million to Patrick Swisher for more than 900,000 shares, giving them majority control. Swisher remained privately held under their ownership until November 2, 2010. The 2010 public-market transaction was structured as a reverse takeover of CoolBrands International Inc. CoolBrands had previously been a major frozen-food and dessert producer, associated with businesses such as Breyers yoghurt, Eskimo Pie, and Chipwich, but had sold its principal operating businesses in 2007 after financial difficulties. By the time of the transaction, CoolBrands was primarily a listed corporate shell. Swisher used the transaction to obtain publicly traded status and a structure that could support acquisitions paid partly or wholly in stock. That opportunity led to an acquisition-heavy expansion in 2011. Swisher bought 54 businesses with a nominal combined value of about $220 million. Although the acquisitions increased gross revenue, they did not make the company profitable and contributed to a complex financial and operating structure. In February 2011, Swisher acquired Choice Environmental Services of Fort Lauderdale for $50 million in stock and the assumption of $41.5 million in debt. Choice's former owners, Glenn Miller and Neal Rodrigue, became substantial Swisher shareholders. Restrictions on their ability to sell their shares became contentious after Swisher's stock price declined, and they later brought suit. The company then encountered accounting and regulatory difficulties. It restated its 2011 financial results because of accounting irregularities, increasing the pretax loss for that year by $4.8 million. Swisher reported repeated quarterly losses during much of 2012 and missed Toronto Stock Exchange deadlines for quarterly and annual reports. NASDAQ also threatened to delist the shares because of reporting delays. In an effort to reduce debt and improve liquidity, Swisher sold Choice Environmental Services to Waste Services of Florida on November 15, 2012, for $125 million in cash. Losses continued in 2013 and 2014. In February 2013, Thomas Byrne, formerly associated with Viacom and Blockbuster Video, became interim president and CEO. Huizenga became chairman of the board. The leadership changes were part of an attempt to turn around the company, but the stock fell below one dollar per share in 2013 and the company continued to report losses. On June 4, 2014, Swisher carried out a one-for-ten reverse stock split. The measure was designed to raise the quoted share price above the threshold needed to retain its NASDAQ listing; after the split, the shares were reported as trading slightly above four dollars in July 2014. Swisher's operating story ended with the sale of its U.S. business. On November 2, 2015, Ecolab acquired the U.S. operations for $40.2 million. The transaction left Swisher without operating assets or revenue-producing U.S. operations. The available reference material does not identify a continuing operating brand, current owner, or active corporate website after the sale.

• 2015

  U.S. operations sold to Ecolab

  [1]Swisher Hygieneen.wikipedia.org

  Ecolab acquired Swisher's U.S. operations, ending the company's U.S. operating business.

• 2014

  One-for-ten reverse stock split

  [1]Swisher Hygieneen.wikipedia.org

  Swisher consolidated its shares to raise the market price and address NASDAQ listing requirements.

• 2012

  2011 results restated

  [1]Swisher Hygieneen.wikipedia.org

  Accounting irregularities resulted in a restatement that increased the reported pretax loss for 2011.

• 2012

  Choice Environmental Services divested

  [1]Swisher Hygieneen.wikipedia.org

  Swisher sold Choice Environmental Services for cash and applied the proceeds to debt repayment.

• 2011

  Major acquisition expansion

  [1]Swisher Hygieneen.wikipedia.org

  The company acquired 54 businesses with a nominal aggregate value of approximately $220 million.

• 2010

  Reverse takeover makes Swisher publicly traded

  [1]Swisher Hygieneen.wikipedia.org

  Swisher became public through a reverse takeover involving CoolBrands International.

• 2004

  Huizenga and Berrard acquire Swisher

  [1]Swisher Hygieneen.wikipedia.org

  Wayne Huizenga and Steve Berrard acquired the privately held sanitation company for a reported $14 million.

A commercial sanitation and hygiene provider focused on restaurants and other businesses, with a business model increasingly weighted toward the sale of cleaning and sanitizing chemicals.

• Commercial sanitation products

  Cleaning and sanitizing chemicals

  Swisher's principal product business consisted of cleaning and sanitizing chemicals sold to restaurants and other commercial customers. These products became more important than the company's original janitorial-service activity and were reported to generate approximately two-thirds of revenue.

• Commercial cleaning services

  Janitorial and sanitation services

  The company originated as a janitorial-services provider and continued to offer cleaning and hygiene services to restaurants and other businesses. The service model complemented the sale of chemicals and supplies by giving customers an integrated sanitation program.

• 2012

  Accounting irregularities and financial restatement

  Swisher restated its 2011 financial information after accounting irregularities were identified. The revision increased the pretax loss for that year by $4.8 million and occurred alongside continuing reporting delays and losses.

  Source

• 2012

  Shareholder litigation involving Choice sellers

  Glenn Miller and Neal Rodrigue, former owners of Choice Environmental Services, became major Swisher shareholders under the acquisition agreement. They later sued after restrictions on selling their shares contributed to substantial losses when Swisher's stock price declined.

  Source

Read more

• 2015

  Sell U.S. operations to EcolabM&A

  Background

  After years of losses and restructuring difficulties, Swisher no longer had a sustainable U.S. operating platform.

  Action taken

  Swisher sold its U.S. operations to Ecolab.

  Aftermath

  The company was left without operating assets or revenue-producing operations in the United States.

  Sale consideration. $40.2 million (November 2, 2015)

  Source

• 2014

  Complete a reverse stock splitOther

  Background

  Swisher's share price had fallen below the level required to maintain its NASDAQ listing.

  Action taken

  The company replaced every ten existing shares with one new share on June 4, 2014.

  Aftermath

  The split raised the quoted share price, which was reported as slightly above $4 in July 2014, although operating losses continued.

  Source

• 2012

  Sell Choice Environmental ServicesM&A

  Background

  Continuing losses, debt obligations, and liquidity pressure led Swisher to dispose of a significant acquired business.

  Action taken

  Swisher sold Choice Environmental Services to Waste Services of Florida for $125 million in cash.

  Aftermath

  The proceeds were used to repay debt, but the broader company continued to record losses.

  Sale consideration. $125 million cash (November 15, 2012)

  Source

• 2011

  Acquire Choice Environmental ServicesM&A

  Background

  Swisher was expanding through acquisitions and sought to broaden its sanitation and environmental-services operations.

  Action taken

  It acquired Choice Environmental Services for $50 million in stock and assumed $41.5 million in debt.

  Aftermath

  The deal created a major shareholder group from Choice's former owners, became associated with later shareholder litigation, and was reversed through a 2012 sale.

  Acquisition consideration and assumed debt. $50 million in Swisher stock plus $41.5 million in assumed debt (February 2011)

  Source

• 2010

  Use a reverse takeover to obtain public-company statusM&A

  Background

  Swisher was privately held but sought the capital-market flexibility associated with a listed company.

  Action taken

  It completed a reverse takeover of CoolBrands International and became publicly traded.

  Aftermath

  The transaction enabled Swisher to use shares in acquisitions and supported an aggressive expansion program.

  Source

1. 1Swisher Hygieneen.wikipedia.org