##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549FORM 10-K
 (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended:
    December 31, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934  For the transition period
    from          
    to
  Commission file number:
    001-35067
 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(Address of Principal
    Executive Offices)

28210(Zip Code)  Registrants Telephone Number, Including Area Code
    (704) 364-7707
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange On Which RegisteredCommon Stock

The NASDAQ Stock Market LLC$0.001 par value     o þ
  o þ
  o þ
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 





SWISHER
    HYGIENE INC.
    ANNUAL REPORT ON
    FORM 10-K
    FOR THE YEAR ENDED DECEMBER 31, 2010
    TABLE OF CONTENTS
   
 PART IItem 1.

Business


2Item 1A.

Risk Factors


17Item 1B.

Unresolved Staff Comments


27Item 2.

Properties


27Item 3.

Legal Proceedings


27PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


28Item 6.

Selected Financial Data


29Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


30Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


58Item 8.

Financial Statements and Supplementary Data


59Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


92Item 9A.

Controls and Procedures


92Item 9B.

Other Information


92PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


93Item 11.

Executive Compensation


93Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


93Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


93Item 14.

Principal Accounting Fees and Services


93PART IVItem 15.

Exhibits, Financial Statement Schedules


93EX-21.1EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2   1




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##### Table of Contents



PART I  Item 1.
    Business.  Overview
      Form 10-K,
    Our
    Strategy
    Organic
    Growth
     2




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go-to-market
  Acquisition
    Growth
          Our
    History
   3




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##### Table of Contents




    Acquisitions of 102 businesses, including 72 franchises;
    Replacement of management information systems;
    Introduction of delivery service vehicles;
    Addition of substantial industry experience throughout the
    organization;
    Upgrade of branch facilities;
    Significant expansion of essential product lines and services to
    include dust control and a complete chemical program; and
    Development of a corporate account and distributor sales
    organization.      2010


2009


2008


2007


2006Company-owned locations


69



60



44



47



43Franchises


10



15



35



39



45International Master Licenses(1)


10



10



11



11



13     (1)
    
    Number of countries in which Swisher licensees operate. 4




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The
    Merger
        lock-up lock-up locked-up lock-up lock-up lock-up
   5




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Recent
    Developments
  Choice
    Acquisition
         6




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Private
    Placement
      Additional
    Acquisitions and Promissory Note Conversion
      New
    Credit Facility
         7




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##### Table of Contents



Our
    Market
      Current
    Addressable U.S. and Canadian Market(1) 
    $92.8 billion
  
  (1)
    
    We consider the addressable market as our estimate
    of the aggregate market potential of the products and services
    we currently offer and is not necessarily indicative of the
    actual market size today.    multi-unit
 8




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Our
    Products and Services
    ready-to-use
  Hygiene
    and Facility Service
        Chemicals
   9




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##### Table of Contents



multi-unit days-a-week ready-to-use
  Waste
    Collection
      
    For commercial and industrial collection services, typically we
    operate under a fixed period service agreement. The fees under
    the agreements are influenced by factors such as collection
    frequency, type of collection equipment we furnish, type and
    volume or weight of the waste collected, distance to the
    disposal facility, labor costs, cost of disposal and general
    market factors. As part of the service, we provide steel
    containers to most customers to store their solid waste between
    pick-up
    dates. Containers vary in size and type according to the needs
    of our customers and the restrictions of their communities. Many
    are designed to be lifted mechanically and either emptied into a
    trucks compaction hopper or directly into a disposal site.
    For residential collection services, we have a contract with, or
    a franchise granted by, a municipality, homeowners
    association or some other regional authority that gives us the
    exclusive right to service all or a portion of the homes in an
    area. These contracts or franchises are typically for periods of
    3 years to 8 years and generally include an option to
    renew. We also provide services under individual monthly
    subscriptions directly to households. The fees for residential
    collection are either paid by the municipality or authority from
    their tax revenue or service charges, or are paid directly by
    the residents receiving the service.    Franchise
    Operations
   10




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and/or
  Sales and
    Distribution
         11




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Customer
    Dependence
    Sources
    and Availability of Raw Materials
      Patents
    and Trademarks
    ®
    Seasonality
   12




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Regulatory
    and Environmental
      Product
    Registration and Compliance
      Federal
    Regulation
    
    The Solid Waste Disposal Act, including the Resource
    Conservation and Recovery Act(RCRA). RCRA
    establishes a framework for regulating the handling,
    transportation, treatment, storage and disposal of hazardous and
    non-hazardous solid waste, and requires states to develop
    programs to ensure the safe disposal of solid waste in sanitary
    landfills. 13




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Subtitle D of RCRA establishes a framework for regulating the
    disposal of municipal solid waste. Regulations under Subtitle D
    currently include minimum comprehensive solid waste management
    criteria and guidelines. Our failure to comply with the
    implementation of federal environmental requirements by state
    and local authorities at any of our locations may lead to
    temporary or permanent loss of an operating permit, which would
    result in costs in connection with securing new permits and
    reduced revenue from lost operational time.  
    The Comprehensive Environmental Response, Compensation and
    Liability Act of 1980 (CERCLA). CERCLA, among
    other things, provides for the cleanup of sites from which there
    is a release or threatened release of a hazardous substance into
    the environment. CERCLA may impose strict joint and several
    liability for the costs of cleanup and for damages to natural
    resources upon current owners and operators of a site, parties
    who were owners or operators of a site at the time the hazardous
    substances were disposed of, parties who transported the
    hazardous substances to a site, and parties who arranged for the
    disposal of the hazardous substances at a site. Under the
    authority of CERCLA and its implementing regulations, detailed
    requirements apply to the manner and degree of investigation and
    remediation of facilities and sites where hazardous substances
    have been or are threatened to be released into the environment.
    Liability under CERCLA is not dependent on the existence or
    disposal of only hazardous wastes, but also can be
    based upon the existence of small quantities of more than 700
    substances, characterized by the EPA as
    hazardous many of which are found in common
    household waste.  Among other things, CERCLA authorizes the federal government to
    investigate and remediate sites at which hazardous substances
    have been or are threatened to be released into the environment
    or to order persons potentially liable for the cleanup of the
    hazardous substances to do so themselves. In addition, the EPA
    has established a National Priorities List of sites at which
    hazardous substances have been or are threatened to be released
    and which require investigation or cleanup.CERCLA liability is strict liability. It can be founded upon the
    release or threatened release, even as a result of
    unintentional, non-negligent or lawful action, of hazardous
    substances, including very small quantities of such substances.
    Thus, even if we have never knowingly transported or received
    hazardous waste, it is likely that hazardous substances have
    been deposited or released at landfills or other
    facilities owned by third parties to which we have transported
    waste. Therefore, we could be liable under CERCLA for the cost
    of cleaning up such hazardous substances at such sites and for
    damages to natural resources. The costs of a CERCLA cleanup can
    be very expensive and can include the costs of disposing
    remediation wastes at appropriately-licensed facilities. Given
    the difficulty of obtaining insurance for environmental
    impairment liability, such liability could have a material
    impact on our business, financial condition, results of
    operations and cash flows.  
    The Federal Water Pollution Control Act of 1972(the
    Clean Water Act). This act regulates the discharge
    of pollutants from a variety of sources, including solid waste
    disposal sites, into streams, rivers and other waters of the
    United States. Runoff from our transfer stations that is
    discharged into surface waters through discrete conveyances must
    be covered by discharge permits that generally require us to
    conduct sampling and monitoring, and, under certain
    circumstances, to reduce the quantity of pollutants in those
    discharges. Storm water discharge regulations under the Clean
    Water Act require a permit for certain construction activities
    and for runoff from industrial operations and facilities, which
    may affect our operations. If a transfer station discharges
    wastewater through a sewage system to a publicly owned treatment
    works, the facility must comply with discharge limits imposed by
    that treatment works.
    The Clean Air Act.  The Clean Air Act imposes
    limitations on emissions from various sources, including our
    vehicle fleet.
    Occupational Safety and Health Act.  The
    Occupational Safety and Health Act of 1970, as amended
    (OSHA), establishes certain employer
    responsibilities, including maintenance of a workplace free of
    recognized hazards likely to cause death or serious injury,
    compliance with standards promulgated by 14




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OSHA, and various record keeping, disclosure, and procedural
    requirements. Various OSHA standards may apply to our operations.  State
    and Local Regulation
    Other
    Regulations
    out-of-state
  Employees
   15




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Executive
    Officers of the Registrant
    Name

Position

AgeSteven R. Berrard


Director, President and Chief Executive Officer



56Thomas Aucamp


Executive Vice President and Secretary



44Thomas Byrne


Executive Vice President



48Hugh H. Cooper


Chief Financial Officer and Treasurer



61   Steven R.
    Berrard
  Director,
    President and Chief Executive Officer
      Thomas
    Aucamp
  Executive
    Vice President and Secretary
    Thomas
    Byrne
  Executive
    Vice President
   16




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##### Table of Contents



Hugh H.
    Cooper
  Chief
    Financial Officer and Treasurer
    Item 1A.
    Risk
    Factors.  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 annual
    report, as well as other written or oral statements made from
    time to time by us or by our authorized 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. You should note that forward-looking statements in
    this document speak only as of the date of this annual report
    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. 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.
    We may
    be harmed if we do not penetrate markets and grow our current
    business operations.
   17




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We may
    require additional capital in the future and no assurance can be
    given that such capital will be available on terms acceptable to
    us, or at all.
          Failure
    to attract, train, and retain personnel to manage our growth
    could adversely impact our operating results.
    
    build and train sales and marketing staff to create an expanding
    presence in the evolving marketplace for our products and
    services, and to keep staff informed regarding the features,
    issues and key selling points of our products and services; 18




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
    attract and retain qualified personnel in order to continue to
    develop reliable and saleable products and services that respond
    to evolving customer needs; and
    focus personnel on expanding our internal management, financial
    and product controls significantly, so that we can maintain
    control over our operations and provide support to other
    functional areas within our business as the number of personnel
    and the size of our operations increases.    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
    recognize impairment charges which could adversely affect our
    results of operations and financial condition.
   19




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Goodwill
    resulting from acquisitions may adversely affect our results of
    operations.
    Future
    issuances of shares of our common stock in connection with
    acquisitions could have a dilutive effect on your
    investment.
    Future
    sales of Swisher Hygiene shares by our stockholders could affect
    the market price of our shares.
  Form 10-K.
  lock-up lock-up locked-up lock-up lock-up
   20




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Our
    business and growth strategy depends in large part on the
    success of our franchisees and international licensees, and our
    brand reputation may be harmed by actions out of our control
    that are taken by franchisees and international
    licensees.
    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.
   21




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Our
    solid waste collection operations are geographically
    concentrated and are therefore subject to regional economic
    downturns and other regional factors.
    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 and results of operations.
   22




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The
    financial condition and operating ability of third parties may
    adversely affect our business.
        Increases
    in fuel and energy costs could adversely affect our results of
    operations and financial condition.
    Our
    products contain hazardous materials and chemicals, which could
    result in claims against us.
   23




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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.
  clean-up
  Future
    changes in laws or renewed enforcement of laws regulating the
    flow of solid waste in interstate commerce could adversely
    affect our operating results.
    If our
    products are improperly manufactured, packaged, or labeled or
    become adulterated, those items may need to be
    recalled.
   24




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##### Table of Contents



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.
   25




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##### Table of Contents



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.
    
    competitive conditions in our industries, including new products
    and services, product announcements and incentive pricing
    offered by our competitors;
    the ability to hire, train and retain sufficient sales and
    professional services staff;
    the ability to develop and maintain relationships with partners,
    franchisees, distributors, and service providers;
    the discretionary nature of our customers purchase and
    budget cycles and changes in their budgets for, and timing of,
    chemical, equipment and services purchases;
    the length and variability of the sales cycles for our products
    and services;
    strategic decisions by us or our competitors, such as
    acquisitions, divestitures, spin-offs, joint ventures, strategic
    investments or changes in business strategy;
    our ability to complete our service obligations in a timely
    manner; and
    timing of product development and new product and service
    initiatives.    quarter-to-quarter
  Certain
    stockholders may exert significant influence over corporate
    actions requiring stockholder approval.
    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.
   26




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
    the absence of cumulative voting in the election of directors,
    which means that the holders of a majority of our common stock
    may elect all of the directors standing for election;
    the inability of our stockholders to call special meetings;
    the requirement that our stockholders provide advance notice
    when nominating director candidates or proposing business to be
    considered by the stockholders at an annual meeting of
    stockholders;
    the ability of the our board of directors to make, alter or
    repeal our bylaws;
    the requirement that the authorized number of directors be
    changed only by resolution of the board of directors; and
    the inability of stockholders to act by written consent.  ITEM 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.    Item 3.
    Legal
    Proceedings.   27




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    for Registrants Common Equity
    TSXHigh


LowFiscal Year 2009First Quarter

$
0.64


$
0.37Second Quarter

$
0.69


$
0.48Third Quarter

$
0.94


$
0.55Fourth Quarter

$
1.26


$
0.76Fiscal Year 2010First Quarter

$
1.23


$
1.02Second Quarter

$
1.54


$
1.04Third Quarter

$
3.91


$
1.04Fourth Quarter

$
5.97


$
3.39      28




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##### Table of Contents



Item 6.
    Selected
    Financial Data.    Form 10-K. Form 10-K.
  For The Year Ended December 31,2010


2009


2008


2007


2006Selected Income Statement Data:Revenue

$
63,652,318


$
56,814,024


$
64,108,891


$
65,190,254


$
54,707,906Loss from operations

$
(15,113,172
)

$
(6,849,135
)

$
(10,427,572
)

$
(9,271,518
)

$
(13,317,705
)Net loss

$
(17,570,004
)

$
(7,258,989
)

$
(11,987,871
)

$
(10,568,357
)

$
(14,775,179
)Loss per share:Basic and diluted EPS

$
(0.26
)

$
(0.13
)

$
(0.21
)

$
(0.18
)

$
(0.26
)Selected Balance Sheet Data:Total assets

$
106,234,262


$
38,917,939


$
30,280,958


$
34,363,938


$
31,946,669Swisher Hygiene Inc. stockholders equity

$
45,917,138


$
(19,455,206
)

$
(12,300,787
)

$
172,410


$
8,366,774Long term obligations

$
31,028,992


$
48,874,841


$
6,343,346


$
20,927,665


$
12,809,934  29




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  You should read the following discussion and analysis in
    conjunction with the Selected Financial Data
    included in Item 6 and our audited Consolidated Financial
    Statements and the related notes thereto included in Item 8
    Financial Statements and Supplementary Data. In
    addition to historical consolidated financial information, this
    discussion contains forward-looking statements that reflect our
    plans, estimates, and beliefs. Actual results could differ from
    these expectations as a result of factors including those
    described under Item 1A, Risk Factors,
    Special Note Regarding Forward-Looking Statements
    and elsewhere in this annual report.
  Executive
    Overview
    Form 10-K
  Our
    Strategy
    Organic
    Growth
     30




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go-to-market
  Acquisition
    Growth
          Our
    History
   31




---



##### Table of Contents




    Acquisitions of 102 businesses, including 72 franchises;
    Replacement of management information systems;
    Introduction of delivery service vehicles;
    Addition of substantial industry experience throughout the
    organization;
    Upgrade of branch facilities;
    Significant expansion of essential product lines and services to
    include dust control and a complete chemical program; and
    Development of a corporate account and distributor sales
    organization.      2010


2009


2008


2007


2006Company-owned locations


69



60



44



47



43Franchises


10



15



35



39



45International Master Licenses(1)


10



10



11



11



13     (1)
    
    Number of countries in which Swisher licensees operate.   32




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Recent
    Developments
  Choice
    Acquisition
            Private
    Placement
   33




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Additional
    Acquisitions and Promissory Note Conversion
      New
    Credit Facility
            CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
   34




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Revenue
    Recognition
      Valuation
    Allowances for Doubtful Accounts
    Long-Lived
    and Intangible Assets
         35




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Income
    Taxes
       36




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Financial
    Instruments  Convertible Promissory Notes
    Increase in


Increase inMaturity Date

Stock Price


ExpenseJune 30, 2011

$
2.00


$
2,002,000September 30, 2011


2.00



378,000     Share
    Based Compensation
    Actuarially
    Determined Liabilities
     37




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non-U.S. equities,
      Recently
    Adopted Accounting Pronouncements
  Accounting Standards
    Codificationtm tm
  Fair Value Measurements and
    Disclosures:
      Business Combinations:
 38




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Consolidation:
  Intangibles  Goodwill and Other:
  Subsequent Events:
    Newly
    Issued Accounting Pronouncements
  Revenue Recognition:
  Compensation:
  Goodwill:
 39




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40




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SWISHER
    HYGIENE INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
    YEAR ENDED DECEMBER 31, 2010 AS COMPARED TO THE
    YEAR ENDED DECEMBER 31, 2009
  2010


%(1)


2009


%(1)RevenueProducts

$
37,690,324



59.2
%

$
27,316,876



48.1
%Services


17,737,440



27.9



16,573,821



29.2Franchise and other


8,224,554



12.9



12,923,327



22.7Total revenue


63,652,318



100.0



56,814,024



100.0Costs and expensesCost of sales


23,597,229



37.1



22,304,515



39.3Route expenses


13,930,653



25.1



12,519,891



28.5Selling, general and administrative


31,258,368



49.1



24,094,701



42.4Merger expenses


5,122,067



8.0







Depreciation and amortization


4,857,173



7.6



4,744,052



8.4Total costs and expenses


78,765,490



123.7



63,663,159



112.1Loss from operations


(15,113,172
)


(23.7
)


(6,849,135
)


(12.1
)Other expense, net


(756,832
)


(1.2
)


(409,854
)


(0.7
)Net loss before income taxes


(15,870,004
)


(24.9
)


(7,258,989
)


(12.8
)Income taxes


1,700,000



2.7







Net loss

$
(17,570,004
)


(27.6
)%

$
(7,258,989
)


(12.8
)%Loss per share basic and diluted

$
(0.26
)





$
(0.13
)2010







2009Company-owned locations


69







60Franchises


8







15International Master Licenses


10







10     (1)
    
    Calculated as a percentage of total revenue, except for Route
    expenses which are calculated as a percentage of Products and
    Services revenue. 41




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Revenue
      % of





% ofTotal





Total2010


Revenue


2009


RevenueRevenueProducts and service:Hygiene services

$
17,737,440



27.9
%

$
16,573,821



29.2
%Chemical


19,062,809



29.9



10,319,434



18.2Paper


12,337,886



19.4



11,549,037



20.3Rental and other


6,289,629



9.9



5,448,405



9.6Total product and service


55,427,764



87.1



43,890,697



77.3Franchise and other:Product sales


5,395,614



8.5



8,732,038



15.4Fees


2,828,940



4.4



4,191,289



7.3Total franchise and other


8,224,554



12.9



12,923,327



22.7
%Total revenue

$
63,652,318



100.0
%

$
56,814,024



100.0
%        42




---



##### Table of Contents



Cost of
    Sales
    2010


%(1)


2009


%(1)Company-owned operations

$
18,542,802



33.5
%

$
14,385,596



32.8
%Franchisee product sales


5,054,427



93.7
%


7,918,919



90.7
%Total cost of sales

$
23,597,229



37.1
%

$
22,304,515



39.3
%     (1)
    
    Represents cost as a percentage of the respective product line
    revenue.       43




---



##### Table of Contents



Route
    Expenses
    2010


%(1)


2009


%(1)Compensation

$
9,930,118



17.9
%

$
9,085,209



20.7
%Vehicle expenses


3,660,105



6.6
%


3,144,603



7.2Other


340,430



0.6
%


290,079



0.7Total route expenses

$
13,930,653



25.1
%

$
12,519,891



28.5
%     (1)
    
    Represents cost as a percentage of Products and Services
    revenue.    Selling,
    General and Administrative Expenses
    
    Branch office and field management support costs that are
    related to field operations. These costs include compensation,
    occupancy expense and other general and administrative expenses.
    Sales expenses, which include marketing expenses and
    compensation and commission for branch sales representatives and
    corporate account executives.
    Corporate office expenses that are related to general support
    services, which include executive management compensation and
    related costs, as well as department cost for information
    technology, human resources, accounting, purchasing and other
    support functions.    % of





% ofTotal





Total2010


Revenue


2009


RevenueCompensation

$
21,422,692



33.7
%

$
16,975,556



29.9
%Occupancy


3,487,994



5.5



3,124,466



5.5Other


6,347,682



10.0



3,994,679



7.0Total selling, general, and administrative

$
31,258,368



49.1
%

$
24,094,701



42.4
%  44




---



##### Table of Contents



Merger
    and Acquisition Expenses
    Depreciation
    and Amortization
   45




---



##### Table of Contents



Other
    expense, net
    % of





% ofTotal





Total2010


Revenue


2009


RevenueInterest Income

$
100,212



0.2
%

$
54,797



0.1
%Interest expense


(1,677,076
)


(2.6
)


(1,063,411
)


(1.9
)Gain on foreign currency


820,032



1.3



34,653



0.1Forgiveness of debt










500,000



0.9Gain on bargain purchase










94,107



0.2Impairment losses










(30,000
)


(0.1
)Total other expense, net

$
(756,832
)


(1.2
)%

$
(409,854
)


(0.7
)%     $15,882,571 year-to-year
       46




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
    STATEMENTS OF OPERATIONS FOR THE
    YEAR ENDED DECEMBER 31, 2009 AS COMPARED
    TO THE YEAR ENDED DECEMBER 31, 2008
  2009


%(1)


2008


%(1)Revenue:Products

$
27,316,876



48.1
%

$
25,935,493



40.5
%Service


16,573,821



29.2



19,895,990



31.0Franchise and other


12,923,327



22.7



18,277,408



28.5Total revenue


56,814,024



100.0



64,108,891



100.0Costs and Expenses:Cost of sales


22,304,515



39.3



25,071,410



39.1Route expenses


12,519,891



28.5



14,201,243



31.0Selling, general and administrative


24,094,701



42.4



30,057,178



46.9Depreciation and amortization


4,744,052



8.4



5,206,632



8.1Total costs and expenses


63,663,159



112.1



74,536,463



116.3Loss from Operations


(6,849,135
)


(12.1
)


(10,427,572
)


(16.3
)Other expense, net


(409,854
)


(0.7
)


(1,560,299
)


(2.4
)Net Loss

$
(7,258,989
)


(12.8
)%

$
(11,987,871
)


(18.7
)%Loss per share basic and diluted

$
(0.13
)





$
(0.21
)2009







2008Company-owned locations


60







44Franchises


15







35International Master Licenses


10







11     (1)
    
    Calculated as a percentage of total revenue, except for Route
    Expenses which is calculated as a percentage of revenue from
    Products and Services, as route expenses relate solely to
    revenue from operations for sales of Products and Services. 47




---



##### Table of Contents



Revenue
    % of





% ofTotal





Total2009


Revenue


2008


RevenueRevenueProducts and service:Hygiene services

$
16,573,821



29.2
%

$
19,895,990



31.0
%Chemical


10,319,434



18.2



6,914,652



10.8Paper


11,549,037



20.3



12,760,759



19.9Rental and other


5,448,405



9.6



6,260,082



9.8Total product and service


43,890,697



77.3



45,831,483



71.5Franchise and other:Product sales


8,732,038



15.4



11,904,308



18.6Fees


4,191,289



7.3



6,373,100



9.9Total franchise and other


12,923,327



22.7



18,277,408



28.5Total revenue

$
56,814,024



100.0
%

$
64,108,891



100.0
%        48




---



##### Table of Contents



Cost of
    Sales
    2009


%(1)


2008


%(1)Company-owned operations

$
14,385,596



32.8
%

$
14,329,153



31.3
%Franchisee product sales


7,918,919



90.7



10,742,257



90.2Total cost of sales

$
22,304,515



39.3
%

$
25,071,410



39.1
%     (1)
    
    Represents cost as a percentage of the respective product line
    revenue.      mark-up
  Route
    Expenses
    2009


%(1)


2008


%(1)Compensation

$
9,085,209



20.7
%

$
9,990,412



21.8
%Vehicle expenses


3,144,603



7.2



3,810,394



8.3Other


290,079



0.7



400,437



0.9Total route expenses

$
12,519,891



28.5
%

$
14,201,243



31.0
%     (1)
    
    Represents cost as a percentage of Products and Services
    revenue. 49




---



##### Table of Contents



Selling,
    General and Administrative Expenses
    % of





% ofTotal





Total2009


Revenue


2008


RevenueCompensation

$
16,975,556



29.9
%

$
20,356,810



31.8
%Occupancy


3,124,466



5.5



2,934,305



4.6Other


3,994,679



7.0



6,766,063



10.6Total selling, general, and administrative

$
24,094,701



42.4
%

$
30,057,178



46.9
%          50




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##### Table of Contents



Depreciation
    and Amortization
    Other
    expense, net
    % of





% ofTotal





Total2009


Revenue


2008


RevenueInterest income

$
54,797



0.1


$
10,337



Interest expense


(1,063,411
)


(1.9
)


(1,292,664
)


(2.0
)Gain (loss) on foreign currency


34,653



0.1



(54,972
)


(0.1
)Forgiveness of debt


500,000



0.9







Gain on bargain purchase


94,107



0.2







Impairment losses


(30,000
)


(0.1
)


(223,000
)


(0.3
)Total other expense

$
(409,854
)


(0.7
)%

$
(1,560,299
)


(2.4
)%          51




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##### Table of Contents



Cash
    Flow Summary
    2010


2009


2008Net cash used in operating activities

$
(11,519,604
)

$
(5,700,320
)

$
(6,770,438
)Net cash used in investing activities


(14,799,196
)


(4,385,655
)


(3,654,597
)Net cash provided by financing activities


63,980,211



11,014,580



9,693,281Effect of foreign exchange rates on cash










(160,611
)Net increase (decrease) in cash and cash equivalents

$
37,661,411


$
928,605


$
(892,365
)   Operating
    Activities
      Investing
    Activities
        Financing
    Activities
     52




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##### Table of Contents



Liquidity
    and Capital Resources
    Revolving
    credit facilities
         53




---



##### Table of Contents



Shareholder
    advances
          Acquisition-related
    note payables
   54




---



##### Table of Contents



Private
    Placement
      Cash
    Requirements
      Contractual
    Obligations
    Less than








5 or MoreTotal


1 Year


1-2 Years


3-4 Years


YearsLong term obligations

$
43,382,702


$
12,352,850


$
27,318,652


$
1,758,350


$
1,952,850Shareholder loans

$
2,000,000



2,000,000











Operating leases

$
6,721,480



2,031,400



1,547,400



1,076,490



2,066,190Interest payments

$
1,094,640



544,729



193,575



119,504



236,831Total long-term contractual cash obligations

$
53,198,822


$
16,928,979


$
29,059,627


$
2,954,344


$
4,255,871  55




---



##### Table of Contents



Note 1 
    Shareholder loans of $2,000,000 mature in November 2011. This
    balance excludes the liability component related to the
    conversion feature of the convertible promissory notes that is
    included in short term obligations on the Consolidated Balance
    Sheets. See Note 6 to the Notes to Consolidated Financial
    Statements for a detailed discussion of long term obligations.Note 2 
    Operating leases consist primarily of facility and vehicle
    leases.Note 3 
    Interest payments include interest on both fixed and variable
    rate debt. Rates have been assumed to increase 75 basis
    points in fiscal 2011, increase 75 basis points in fiscal
    2012, increase 100 basis points in fiscal 2013, increase
    100 basis points in both fiscal 2014 and 2015 and increase
    additional 100 basis points in each year thereafter.  Inflation
    and Changing Prices
    Litigation
    and Other Contingencies
    Off-Balance
    Sheet Arrangements
      Interest
    Rate Risk
    Fuel
   56




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
  Form 10-K, Form 10-K
  
    We have a history of significant operating losses and as such
    our future revenue and operating profitability are uncertain;
    We may be harmed if we do not penetrate markets and grow our
    current business operations;
    We may require additional capital in the future and no assurance
    can be given that such capital will be available on terms
    acceptable to us, or at all;
    Failure to attract, train, and retain personnel to manage our
    growth could adversely impact our operating results;
    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 recognize impairment charges which could adversely affect
    our results of operations and financial condition;
    Goodwill resulting from acquisitions may adversely affect our
    results of operations;
    Future issuances of our common stock in connection with
    acquisitions could have a dilutive effect on your investment;
    Future sales of Swisher Hygiene shares by our stockholders could
    affect the market price of our shares;
    Our business and growth strategy depends in large part on the
    success of our franchisees and international licensees, and our
    brand reputation may be harmed by actions out of our control
    that are taken by franchisees and international licensees;
    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; 57




---



##### Table of Contents




    Changes in economic conditions that impact the industries in
    which our end-users primarily operate in could adversely affect
    our business;
    Our solid waste collection operations are geographically
    concentrated and are therefore subject to regional economic
    downturns and other regional factors;
    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 and results of operations;
    The financial condition and operating ability of third parties
    may adversely affect our business;
    Increases in fuel and energy costs could adversely affect our
    results of operations and financial condition;
    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;
    Future changes in laws or renewal enforcement of laws regulating
    the flow of solid waste in interstate commerce could adversely
    affect our results of operations and financial condition;
    If our products are improperly manufactured, packaged, or
    labeled or become adulterated, those items may need to be
    recalled;
    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
    corporate action requiring stockholder approval; 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 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.   58




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data.  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  SWISHER HYGIENE INC. AND SUBSIDIARIES
  Consolidated Financial Statements As of December 31,
    2010 and 2009, and for the
 Three Years Ended December 31, 2010
  Reports of Independent Registered Public
    Accounting Firm


60Consolidated Balance Sheets


62Consolidated Statements of Operations and
    Comprehensive Loss


63Consolidated Statements of Equity


64Consolidated Statements of Cash Flows


65Notes to Consolidated Financial Statements


66  59




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          
 60




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           61




---



##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES



CONSOLIDATED
    BALANCE SHEETS

DECEMBER
    31, 2010 and 2009  2010


2009ASSETSCurrent assetsCash and cash equivalents

$
38,931,738


$
1,270,327Restricted cash


5,193,333



Accounts receivable, net


7,068,629



4,954,010Inventory, net


2,968,076



1,295,784Other assets


894,719



242,093Total current assets


55,056,495



7,762,214Property and equipment, net


11,324,055



7,859,482Other assetsGoodwill


29,660,309



18,353,489Other intangibles, net


7,668,805



3,580,458Other noncurrent assets


2,524,598



1,362,296Total other assets


39,853,712



23,296,243$
106,234,262


$
38,917,939LIABILITIES AND EQUITYCurrent liabilitiesAccounts payable

$
5,615,467


$
3,604,266Accrued expenses and other current liabilities


3,720,465



2,584,852Short term obligations


13,378,710



2,295,290Advances from shareholder


2,000,000



800,000Total current liabilities


24,714,642



9,284,408Long term obligations


31,028,992



32,029,841Advances from shareholder






16,845,000Deferred income tax liabilities


1,700,000



Other long term liabilities


2,763,051



112,000Total noncurrent liabilities


35,492,043



48,986,841Commitments and contingencies






EquitySwisher Hygiene Inc. stockholders equityCommon stock, par value $0.001, authorized
    400,000,000 shares; 114,015,063 and 57,789,630 shares
    issued and outstanding at December 31, 2010 and 2009,
    respectively


114,015



57,790Additional paid-in capital


54,725,897



27,487,740Accumulated deficit


(8,996,759
)


(47,000,736
)Accumulated other comprehensive income


73,985



Total Swisher Hygiene Inc. stockholders equity


45,917,138



(19,455,206
)Non-controlling interest


110,439



101,896Total equity


46,027,577



(19,353,310
)$
106,234,262


$
38,917,939    62




---



##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE
    THREE YEARS ENDED DECEMBER 31, 2010  2010


2009


2008RevenueProduct

$
37,690,324


$
27,316,876


$
25,935,493Service


17,737,440



16,573,821



19,895,990Franchise and other


8,224,554



12,923,327



18,277,408Total revenue


63,652,318



56,814,024



64,108,891Costs and expensesCost of sales


23,597,229



22,304,515



25,071,410Route expenses


13,930,653



12,519,891



14,201,243Selling, general, and administrative


31,258,368



24,094,701



30,057,178Merger expenses


5,122,067







Depreciation and amortization


4,857,173



4,744,052



5,206,632Total costs and expenses


78,765,490



63,663,159



74,536,463Loss from operations


(15,113,172
)


(6,849,135
)


(10,427,572
)Other income (expense)Interest income


100,212



54,797



10,337Interest expense


(1,677,076
)


(1,063,411
)


(1,292,664
)Gain (loss) on foreign currency


820,032



34,653



(54,972
)Forgiveness of debt






500,000



Gain from bargain purchases






94,107



Impairment loss






(30,000
)


(223,000
)Total other expense, net


(756,832
)


(409,854
)


(1,560,299
)Net loss before income taxes


(15,870,004
)


(7,258,989
)


(11,987,871
)Income tax expense


1,700,000







Net loss


(17,570,004
)


(7,258,989
)


(11,987,871
)Net (income) loss attributable to noncontrolling interest


(8,543
)


(1,896
)


17,014Net loss attributable to Swisher Hygiene Inc.


(17,578,547
)


(7,260,885
)


(11,970,857
)Comprehensive lossEmployee benefit pension plan


73,985







Liquidation of a foreign subsidiary






221,466



Foreign currency translation adjustment










(195,446
)Comprehensive loss

$
(17,504,562
)

$
(7,039,419
)

$
(12,166,303
)Loss per shareBasic and diluted

$
(0.26
)

$
(0.13
)

$
(0.21
)Weighted-average common shares used in the computation of
    loss per shareBasic and diluted


66,956,371



57,789,630



57,789,630    63




---



##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF EQUITY

FOR THE
    THREE YEARS ENDED DECEMBER 31, 2010  Accumulated


SwisherAdditional





Other


Hygiene Inc.Common Stock


Paid-In


Accumulated


Comprehensive


Shareholders


Noncontrolling


TotalShares


Amount


Capital


Deficit


(Loss) / Income


Equity


Interest


EquityBalance as of January 1, 2008


57,789,630


$
57,790


$
27,880,778


$
(27,768,994
)

$
(26,020
)

$
143,554


$
28,856


$
172,410Foreign currency translation


















(195,446
)


(195,446
)






(195,446
)Contributions










461,962











461,962







461,962Distributions










(740,000
)










(740,000
)


(11,842
)


(751,842
)Net loss














(11,970,857
)






(11,970,857
)


(17,014
)


(11,987,871
)Balance as of December 31, 2008


57,789,630



57,790



27,602,740



(39,739,851
)


(221,466
)


(12,300,787
)






(12,300,787
)Liquidation of foreign subsidiary


















221,466



221,466







221,466Distributions










(115,000
)










(115,000
)






(115,000
)Contribution of equity on acquisition


























100,000



100,000Net (loss) income














(7,260,885
)






(7,260,885
)


1,896



(7,258,989
)Balance as of December 31, 2009


57,789,630


$
57,790


$
27,487,740


$
(47,000,736
)

$



$
(19,455,206
)

$
101,896


$
(19,353,310
)Net loss through November 1, 2010














(8,581,788
)






(8,581,788
)






(8,581,788
)Contribution of capital as a result of the termination of the S
    Corp election










(55,582,524
)


55,582,524















Shares issued in Merger with CoolBrands Inc.


56,225,433



56,225



58,977,112











59,033,337







59,033,337Shareholders advances converted to equity










22,198,194











22,198,194







22,198,194Share based compensation










398,155











398,155







398,155Conversion feature on promissory note payable










1,247,220











1,247,220







1,247,220Employee benefit plan adjustment


















73,985



73,985







73,985Net (loss) income














(8,996,759
)






(8,996,759
)


8,543



(8,988,216
)Balance as of December 31, 2010


114,015,063


$
114,015


$
54,725,897


$
(8,996,759
)

$
73,985


$
45,917,138


$
110,439


$
46,027,577    64




---



##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF CASH FLOWS

FOR THE
    THREE YEARS ENDED DECEMBER 31, 2010  2010


2009


2008Cash used in operating activitiesNet loss

$
(17,570,004
)

$
(7,258,989
)

$
(11,987,871
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


4,857,173



4,744,052



5,206,632Impairment loss






30,000



223,000Gain from bargain purchases






(94,107
)


Provision for doubtful accounts


282,593



284,385



605,186Stock based compensation


398,155







Unrealized loss on fair value of convertible promissory notes


277,000







Deferred tax liabilities


1,700,000







Changes in working capital components:Accounts receivable


(1,191,276
)


1,278,418



603,260Inventory


(1,066,672
)


9,553



(52,590
)Other assets and noncurrent assets


(702,727
)


(366,383
)


455,657Accounts payable, accrued expenses, and other long term
    liabilities


1,496,154



(4,327,249
)


(1,823,712
)Cash used in operating activities


(11,519,604
)


(5,700,320
)


(6,770,438
)Cash used in investing activitiesPurchases of property and equipment


(5,178,717
)


(3,565,979
)


(3,391,036
)Payments received on notes receivable


473,854



19,347



27,439Acquisitions


(4,901,000
)


(839,023
)


(291,000
)Restricted cash


(5,193,333
)






Cash used in investing activities


(14,799,196
)


(4,385,655
)


(3,654,597
)Cash provided by financing activitiesCash received in Merger


61,850,226







Distributions to shareholders


(2,070,000
)


(115,000
)


(704,000
)Distributions to non-controlling shareholder










(11,842
)Proceeds from advances from shareholder


7,870,000



12,645,000



5,000,000Proceeds from line of credit










6,296,118Principal payments on debt


(3,670,015
)


(1,515,420
)


(886,995
)Cash provided by financing activities


63,980,211



11,014,580



9,693,281Effect of exchange rates on cash










(160,611
)Net increase (decrease) in cash and cash equivalents


37,661,411



928,605



(892,365
)Cash and cash equivalents at beginning of year


1,270,327



341,722



1,234,087Cash and cash equivalents at end of year

$
38,931,738


$
1,270,327


$
341,722Supplemental Cash Flow InformationCash received during the year for interest

$
89,804


$
54,797


$
10,337Cash paid during the year for interest

$
925,750


$
761,107


$
1,310,821Notes payable issued or assumed on acquisition

$
12,883,089


$
7,954,305


$
240,000Shareholder advances converted to equity

$
22,198,194


$



$
461,962    65




---



##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  NOTE 1 
    BUSINESS
    DESCRIPTION  Principal
    Operations
  and/or
    Merger
    and Reorganization
      NOTE 2 
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis of
    Presentation and Principles of Consolidation
   66




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Use of
    Estimates
    Foreign
    Currency Translation
    Financial
    Instruments
    Cash and
    Cash Equivalents
    Accounts
    Receivable, net
   67




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Inventory
    Property
    and Equipment, net
    Items in service

2 to 5 yearsEquipment and furniture

3 to 10 yearsVehicles

3 yearsComputer equipment

3 yearsComputer software

3 to 7 yearsLeasehold improvements

3 to 10 years       Goodwill
    and Other Intangible Assets
   68




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Long-lived
    Assets
    Noncontrolling
    Interest
    Revenue
    Recognition
     69




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
          Share
    Based Compensation
       70




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pension
    Plan
        Loss per
    Common Share
    Comprehensive
    Loss
    Fair
    Value Measurements
    Level 1
 71




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Level 2
  Level 3
    Segments
    Recently
    Adopted Accounting Pronouncements
  Accounting Standards
    Codificationtm tm
  Fair Value Measurements and
    Disclosures:
     72




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Business Combinations:
  Consolidation:
  Intangibles  Goodwill and Other:
  Subsequent Events:
    Newly
    Issued Accounting Pronouncements
  Revenue Recognition:
  Compensation:
 73




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill:
  NOTE 3 
    ACQUISITIONS      2010


2009


2008Number of businesses acquired


9



19



1Net tangible assets acquiredAccounts receivable and other assets

$
1,275,694


$
935,943


$
61,000Inventory


605,621



219,910



1,000Property and equipment


883,837



676,548



18,879Accounts payable and accrued expenses


(1,856,483
)


(808,111
)


Total


908,669



1,024,290



80,879Identifiable intangible assets:Customer relationships


4,121,300



2,210,000



128,000Non-compete agreements


1,447,300



750,000



Total


5,568,600



2,960,000



128,000Goodwill


11,306,820



4,909,038



322,121Aggregate purchase price


17,784,089



8,893,328



531,000Less: Noncontrolling interest






100,000



Less: Notes issued or assumed on acquisition


12,883,089



7,954,305



240,000Cash paid on acquisitions

$
4,901,000


$
839,023


$
291,000  74




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 4 
    GOODWILL
    AND OTHER INTANGIBLE ASSETS      2010


2009GoodwillBalance  January 1Gross goodwill

$
19,223,489


$
14,538,316Accumulated impairment losses


(870,000
)


(870,000
)18,353,489



13,668,316Goodwill acquired


11,306,820



5,003,145Sale of UK subsidiary






(317,972
)Balance  December 31Gross goodwill


30,530,309



19,223,489Accumulated impairment losses


(870,000
)


(870,000
)$
29,660,309


$
18,353,489Customer RelationshipsBalance  January 1

$
2,766,016


$
1,744,981Customers acquired


4,121,300



2,210,000Amortization


(1,107,336
)


(1,158,965
)Impairment






(30,000
)Balance  December 31

$
5,779,980


$
2,766,016Non-compete AgreementsBalance  January 1

$
814,442


$
631,070Agreements


1,447,300



750,000Amortization


(372,917
)


(566,628
)Balance  December 31

$
1,888,825


$
814,442     WeightedAverageAmortization


Carrying


AccumulatedPeriod (years)


Amount


Amortization


NetAs of December 31, 2010Customer relationships


5


$
11,716,300


$
(5,936,320
)

$
5,779,980Non-compete agreements


4



2,752,300



(863,475
)


1,888,825$
14,468,600


$
(6,799,795
)

$
7,668,805   75




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  WeightedAverageAmortization


Carrying


AccumulatedPeriod (years)


Amount


Amortization


NetAs of December 31, 2009Customer relationships


5


$
7,595,000


$
(4,828,984
)

$
2,766,016Non-compete agreements


4



1,640,000



(825,558
)


814,442$
9,235,000


$
(5,654,542
)

$
3,580,458     2011

$
2,038,7002012


1,860,3002013


1,728,2002014


1,361,9002015


680,705$
7,668,805   NOTE 5 
    PROPERTY
    AND EQUIPMENT, NET    2010


2009Items in service

$
16,280,177


$
10,264,929Equipment and furniture


2,244,289



2,084,957Vehicles


517,987



466,986Computer equipment


973,524



895,171Computer software


6,407,547



5,891,775Leasehold improvements


344,494



322,70726,768,018



19,926,525Less: accumulated depreciation and amortization


(15,443,963
)


(12,067,043
)$
11,324,055


$
7,859,482      76




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2011

$
744,6852012


740,6162013


738,3942014


690,7262015


124,478$
3,038,899   NOTE 6 
    DEBT    2010


2009Line of credit agreement dated March 2008. Interest is payable
    monthly at one month LIBOR plus 2.85% at December 31, 2010,
    and one month LIBOR plus 2.35% at December 31, 2009,
    maturing in January 2012. Interest rate of 3.11% and 2.58% at
    December 31, 2010 and 2009, respectively

$
9,946,932


$
9,946,932Line of credit agreement dated June 2008. Interest is payable
    monthly at one month LIBOR plus 1.50% at December 31, 2010,
    and one month LIBOR plus 1.50% at December 31, 2009,
    maturing in January 2012. Interest rate of 1.76% and 1.73% at
    December 31, 2010 and 2009, respectively


15,000,000



15,000,000Notes payable under Master Loan and Security Agreement, due in
    monthly installments at December 31, 2010 of $62,776,
    maturing in 2012. Interest is payable monthly at a weighted
    average interest rate of 8% and 6.64% at December 31, 2010
    and 2009, respectively


248,577



899,977Acquisitions notes payables


7,891,209



8,197,091Convertible notes:6% Note due June 30, 2011


5,000,000



4% Note due June 30, 2011


4,774,480



4% Note due September 30, 2011


997,000



Capitalized lease obligations


549,504



281,13144,407,702



34,325,131Short term obligations


(13,378,710
)


(2,295,290
)Long term obligations

$
31,028,992


$
32,029,841  77




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2011

$
12,353,7102012


27,289,1042013


1,758,3502014


726,7902015


291,960Thereafter


962,788$
43,382,702Convertible promissory notes conversion feature included in
    short term obligations


1,025,000$
44,407,702   Revolving
    Credit Facilities
          Notes
    Payable
   78




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Acquisition-Related
    Note Payables
    Convertible
    Notes
  S-1
  Form S-1 Form S-1
   79




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form S-1
      Balance as of January 1, 2010

$
Issuance of 4% convertible promissory notes


5,494,480Unrealized losses included in earnings


277,000Balance as of December 31, 2010

$
5,771,480   Capital
    lease obligations
    NOTE 7 
    ADVANCES
    FROM SHAREHOLDERS     80




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      NOTE 8 
    RELATED
    PARTY TRANSACTIONS      NOTE 9 
    INCOME
    TAXES  Domestic

$
(15,845,516
)Foreign


(24,488
)Net loss before tax

$
(15,870,004
)     Current Federal, State, and Foreign

$
DeferredFederal and state


1,537,000Foreign


163,000Total provision for income taxes

$
1,700,000     U.S. Federal statutory rate


35
%State and local taxes, net of Federal benefit


4Period not subject to income taxes


(22
)Non deductible merger expenses


(9
)Establishment of deferred tax liabilities upon conversion to
    taxable status


(10
)Change in deferred tax asset valuation


(9
)Effective income tax rate


(11
)%  81




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Deferred tax assetsNet operating loss carryforward

$
1,109,000Basis difference in other intangible assets


2,124,000Stock based compensation


150,000Allowance for uncollectible receivables


249,000Other


320,000Total deferred income tax assets


3,952,000Valuation allowance


(2,368,000
)Net deferred tax assets


1,584,000Deferred tax liabilitiesBasis difference in property and equipment


1,584,000Basis difference in goodwill


1,700,000Total deferred tax liabilities


3,284,000Total net deferred income tax liabilities

$
1,700,000            82




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      NOTE 10 
    SHARE
    BASED COMPENSATION    Stock
    Options
        Expected dividend yield


Risk-free interest rate


2.63%Expected volatility


30.70%Expected life


6.25 years      83




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted
    Stock Units
    Warrants
    NOTE 11 
    RETIREMENT
    PLAN      Benefit obligationBalance  November 2, 2010

$
2,511,725Interest cost


21,398Actuarial loss


(7,745
)Benefit payments


(16,254
)Balance  December 31, 2010

$
2,509,124Plan assetsBalance  November 2, 2010

$
1,950,794Actual return on plan assets


89,290Benefit payments


(16,254
)Balance  December 31, 2010

$
2,023,830    84




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Interest cost

$
21,398Expected return on plan assets


(23,050
)Net periodic benefit income

$
(1,625
)             PensionBenefitsFiscal year2011

$
101,2092012


104,9722013


117,4722014


119,9722015


117,0042016  2020


691,862  85




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Plan
    Assets
    Fair Value as of


PercentageDecember 31,


of PlanTarget Allocation


2010


Assets2011


2010


Level 1


2010Equities:U.S.


50
%


50
%

$
1,058,421



52
%International


18



18



661,207



33Fixed income


26



26



188,155



9Cash, cash equivalents and other


6



6



116,047



6100
%


100
%

$
2,023,830



100
%     NOTE 12 
    LOSS PER
    SHARE    
    Warrants to purchase 5,500,000 shares of common stock at
    $0.50 per share were outstanding and expire in November 2011.
    Stock options to purchase 880,000 shares of common stock.
    Stock options and restricted units to purchase
    3,376,168 shares of common stock.
    Convertible promissory notes that if-converted would result in
    2,520,460 shares of common stock.    NOTE 13 
    GEOGRAPHIC
    INFORMATION     86




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Geographic
    Information
  2010


2009


2008RevenueUnited States

$
61,327,128


$
55,008,262


$
60,702,053Other foreign countries


2,325,190



1,805,762



3,406,838Total Revenue

$
63,652,318


$
56,814,024


$
64,108,891     Long Lived AssetsProperty, plant, and equipment

$
115,561Goodwill

$
2,422,729Other intangibles, net

$
4,231,303   NOTE 14 
    COMMITMENTS
    AND CONTINGENCIES        2011

$
2,031,4002012


1,547,4002013


1,076,4902014


785,2802015 and Thereafter


1,280,910$
6,721,480  87




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 15 
    QUARTERLY
    FINANCIAL DATA (UNAUDITED)  First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Year2010Revenue

$
14,728,933


$
15,163,556


$
16,061,079


$
17,698,750


$
63,652,318Gross profit(1)

$
9,419,985


$
9,709,994


$
9,953,393


$
10,971,715


$
40,055,089Loss from operations

$
(1,304,176
)

$
(1,415,164
)

$
(3,765,228
)

$
(8,628,604
)

$
(15,113,172
)Net loss

$
(1,595,441
)

$
(1,769,638
)

$
(4,135,080
)

$
(10,069,845
)

$
(17,570,004
)Basic and diluted EPS

$
(0.03
)

$
(0.03
)

$
(0.07
)

$
(0.11
)

$
(0.26
)   First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Year2009Revenue

$
13,625,909


$
13,616,045


$
14,431,266


$
15,140,804


$
56,814,024Gross profit(1)

$
8,491,366


$
8,267,063


$
8,620,990


$
9,130,090


$
34,509,509Loss from operations

$
(870,182
)

$
(1,637,898
)

$
(2,138,787
)

$
(2,202,268
)

$
(6,849,135
)Net loss

$
(1,202,493
)

$
(1,658,781
)

$
(2,262,612
)

$
(2,135,103
)

$
(7,258,989
)Basic and diluted EPS

$
(0.02
)

$
(0.03
)

$
(0.04
)

$
(0.04
)

$
(0.13
)     (1)
    
    Total revenue less cost of sales  NOTE 16 
    SUBSEQUENT
    EVENTS  Choice
    Acquisition
         88




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (in thousands)
  Consideration:Issuance of shares at stock price of $5.89

$
48,781Debt assumed


42,798Cash paid


5,700$
97,279   (in
    thousands)
  Net tangible assets acquired:Cash and cash equivalents

$
341Receivables, net


6,096Inventory


151Property and equipment


29,743Franchise agreements


27,840Non compete agreements


2,880Deferred income tax assets and other assets


1,536Accounts payable and expenses


(6,221
)Capital lease obligations


(3,995
)Deferred income tax liabilities


(11,605
)Total tangible assets acquired


46,766Goodwill


50,513Total purchase price


97,279Less: Debt assumed


40,944Less: Issuance of shares


48,781Cash paid (including prepayment penalty)

$
7,554  89




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (in thousands, except share and per
    share data)
  Historical 2010 Fiscal YearSwisher


ChoiceHygiene


Environmental


Pro Forma




CombinedInc.


Services, Inc.(1)


Adjustments


Notes

Pro FormaRevenue

$
63,652


$
44,894


$





$
108,546Costs and expenses


78,765



40,788



4,100


a, b, c


123,653Income (loss) from operations


(15,113
)


4,106



(4,100
)




(15,107
)Other income (expense)


(757
)


(3,164
)


1,466


d


(2,455
)Net loss (income) before tax


(15, 870
)


942



(2,634
)




(17,562
)Income tax


1,700



577



(577
)

e


1,700Net loss (income)

$
(17,570
)

$
365


$
(2,057
)



$
(19,262
)Loss per ShareBasic and diluted

$
(0.26
)











$
(0.22
)Weighted-Average Common Shares Used in the Computation
    of Loss per ShareBasic and diluted


66,956,371













87,500,794     (1)
    
    Financial information for Choice is for the year ended
    September 30, 2010. The difference between Choice fiscal
    year end and our calendar year end would not be significant to
    revenue or earnings presented.  (in
    thousands)
  Private
    Placement
     90




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Additional
    Acquisitions and Promissory Note Conversion
      New
    Credit Facility
         91




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Control
    and Procedures.  Disclosure
    Controls and Procedures
  13a-15(e) 15d-15(e))
  Internal
    Control over Financial Reporting
      Item 9B.
    Other
    Information.  Form 8-K,
                 92




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officer and Corporate Governance.  Form 10-K.
  Item 11.
    Executive
    Compensation.  Form 10-K.
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  Form 10-K.
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Form 10-K.
  Item 14.
    Principal
    Accounting Fees and Services.  Form 10-K.
 PART IV Item 15.  Exhibits,
    Financial Statement Schedules.    10-K.
       93




---



##### Table of Contents



ExhibitNumber

Description2
.1

Agreement and Plan of Merger, among CoolBrands International
    Inc., CoolBrands International (Nevada), Inc., Swisher
    International, Inc. and Steven R. Berrard, dated as of
    August 17, 2010.(1)2
.2

Plan of Arrangement, dated November 1, 2010.(1)3
.1

Certificate of Corporate Domestication of CoolBrands
    International Inc., dated November 1, 2010.(1)3
.2

Certificate of Incorporation of Swisher Hygiene Inc.(1)3
.3

Bylaws of Swisher Hygiene Inc.(1)10
.1

Credit Agreement by and between Swisher International, Inc. and
    Wachovia Bank, National Association, dated November 14,
    2005.(2)10
.2

Security Agreement by and among Swisher International, Inc. and
    certain subsidiaries of Swisher International, Inc., dated as of
    November 14, 2005.(1)10
.3

First Amendment to Credit Agreement by and between Swisher
    International, Inc. and Wachovia Bank, National Association,
    dated as of April 26, 2006.(1)10
.4

Second Amendment and Waiver to Credit Agreement by and between
    Swisher International, Inc. and Wachovia Bank, National
    Association, dated as of September 8, 2006.(1)10
.5

Third Amendment and Waiver to Credit Agreement by and between
    Swisher International, Inc. and Wachovia Bank, National
    Association, dated as of March 21, 2008.(1)10
.6

Fourth Amendment and Waiver to Credit Agreement by and between
    Swisher International, Inc. and Wachovia Bank, National
    Association, dated June 25, 2008.(1)10
.7

Fifth Amendment and Waiver to Credit Agreement by and between
    Swisher International, Inc., Wachovia Bank, National
    Association, and other persons party thereto, dated
    June 30, 2009.(1)10
.8

Sixth Amendment to Credit Agreement by and between Swisher
    International, Inc., Wachovia Bank, National Association and
    other persons party thereto, dated November 18, 2009.(1)10
.9

Credit Agreement by and between HB Service, LLC and Wachovia
    Bank, National Association, dated as of June 25, 2008.(1)10
.10

First Amendment and Waiver to Credit Agreement by and between HB
    Service, LLC, Wachovia Bank, National Association and other
    persons party thereto, dated as of June 30, 2009.(1)10
.11

Second Amendment to Credit Agreement by and between HB Service,
    LLC, Wachovia Bank, National Association, and other persons
    party thereto, dated November 18, 2009.(1)10
.12

Omnibus Amendment Agreement, Limited Consent and Waiver by and
    between Swisher International, Inc., HB Service, LLC, Wells
    Fargo Bank, National Association and other persons party
    thereto, dated August 13, 2010.(1)10
.13

Omnibus Amendment Agreement, Limited Consent and Waiver by and
    between Swisher International, Inc., HB Service, LLC, Wells
    Fargo Bank, National Association and other persons party
    thereto, dated October 28, 2010.(1)10
.14

Unconditional Guaranty by and among Swisher International, Inc.,
    H. Wayne Huizenga and Wachovia Bank, National Association, dated
    June 25, 2008.(1)10
.15

Unconditional Guaranty by and among HB Service, LLC, H. Wayne
    Huizenga and Wachovia Bank, National Association, dated
    June 25, 2008.(1)10
.16

Promissory Note, dated May 26, 2010, as amended, in the
    principal amount of $21,445,000 to Royal Palm Mortgage Group,
    LLC.(1)10
.17

Amended and Restated Security Agreement by and between H. Wayne
    Huizenga and Wachovia Bank, National Association, dated January
    2010.(1)10
.18

Capital Contribution Agreement by and among H. Wayne Huizenga,
    Steven R. Berrard and Swisher International, Inc., dated
    July 13, 2010.(1)10
.19

Form of
    Lock-Up
    Agreement.(1)10
.20

Promissory Note, dated August 9, 2010, in the principal
    amount of $2,000,000 to Royal Palm Mortgage Group, LLC.(1) 94




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##### Table of Contents



ExhibitNumber

Description10
.21

Promissory Note, dated August 9, 2010, in the principal
    amount of $1,500,000 to Royal Palm Mortgage Group, LLC.(1)10
.22

Form of Swisher Hygiene Inc. 2010 Stock Incentive Plan.(1)10
.23

Omnibus Amendment Agreement, Limited Consent and Waiver by and
    between Swisher International, Inc., HB Service, LLC, Wells
    Fargo Bank, National Association and other persons party
    thereto, dated November 5, 2010.(1)10
.24

Vendor Agreement, dated July 25, 2008, between Swisher
    Hygiene Franchise Corp. and Intercon Chemical Company (Portions
    of this exhibit have been omitted and filed separately with the
    Securities and Exchange Commission pursuant to a request for
    confidential treatment.)(3)16
.1

Letter of Scharf Pera & Co., PLLC, dated
    November 16, 2010.(2)21
.1

Subsidiaries of Swisher Hygiene Inc.23
.1

Consent of BDO USA LLP.23
.2

Consent of Scharf Pera & Co., PLLC.31
.1

Section 302 Certification of Chief Executive Officer.31
.2

Section 302 Certification of Chief Financial Officer.32
.1

Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.32
.2

Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.       (1)
    
    Registration Statement on Form 10, filed with the
    Securities and Exchange Commission on November 9, 2010.(2)
    
    Amendment No. 1 to Registration Statement on Form 10,
    filed with the Securities and Exchange Commission on
    December 15, 2010.(3)
    
    Amendment No. 3 to Registration Statement on Form 10,
    filed with the Securities and Exchange Commission on
    January 31, 2011. 95




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##### Table of Contents



SIGNATURES
        By:
    /s/  Steven
    R. Berrard   President and Chief Executive Officer
    SIGNATURE

TITLE

DATE/s/  Steven
    R. BerrardSteven
    R. Berrard

President, Chief Executive Officer, and Director (Principal
    Executive Officer)

March 31, 2011/s/  Hugh
    H. CooperHugh
    H. Cooper

Chief Financial Officer
    (Principal Financial Officer)

March 31, 2011/s/  Michael
    KippMichael
    Kipp

Vice President and Chief Accounting Officer (Principal
    Accounting Officer)

March 31, 2011/s/  H.
    Wayne HuizengaH.
    Wayne Huizenga

Chairman of the Board

March 31, 2011/s/  David
    BraleyDavid
    Braley

Director

March 31, 2011/s/  John
    Ellis BushJohn
    Ellis Bush

Director

March 31, 2011/s/  Harris
    W. HudsonHarris
    W. Hudson

Director

March 31, 2011/s/  William
    D. PruittWilliam
    D. Pruitt

Director

March 31, 2011/s/  David
    PrusskyDavid
    Prussky

Director

March 31, 2011/s/  Michael
    SerruyaMichael
    Serruya

Director

March 31, 2011  96




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
    CONSOLIDATED FINANCIAL STATEMENT SCHEDULE II
    VALUATION AND QUALIFYING ACCOUNTS
    FOR THE THREE YEARS ENDED DECEMBER 31, 2010
  Balance at


Charged to


Deductions


Balance atthe Beginning


Costs and


from


the Endof the Year


Expenses


Allowance


of the YearDecember 31, 2010Allowances for doubtful accounts receivable

$
334,156


$
182,593


$
152,515


$
364,234Other allowances






100,000







100,000$
334,156


$
282,593


$
152,515


$
464,234December 31, 2009Allowances for doubtful accounts receivable

$
564,635


$
284,385


$
514,864


$
334,156December 31, 2008Allowances for doubtful accounts receivable

$
517,838


$
605,186


$
558,389


$
564,635  97




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##### Table of Contents



SWISHER
    HYGIENE INC. AND SUBSIDIARIES
  EXHIBIT INDEX
  ExhibitNumber

Description21
.1

Subsidiaries of Swisher Hygiene Inc.23
.1

Consent of BDO USA LLP.23
.2

Consent of Scharf Pera & Co., PLLC.31
.1

Section 302 Certification of Chief Executive Officer.31
.2

Section 302 Certification of Chief Financial Officer.32
.1

Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.32
.2

Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.