<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
[X] TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE EXCHANGE ACT
FOR THE QUARTERLY PERIOD ENDED JULY 31, 1999
COMMISSION FILE NUMBER: 0-21282
SWISHER INTERNATIONAL, INC.
------------------------------
(NAME OF SMALL BUSINESS ISSUER)
NEVADA 56-1541396
- ------------------------- ---------------------------------
(STATE OF INCORPORATION) (I.R.S EMPLOYER IDENTIFICATION NO.)
6849 FAIRVIEW ROAD, CHARLOTTE, NC 28210
- --------------------------------- --------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(704) 364-7707
-----------------------------------
(ISSUER'S TELEPHONE NUMBER)
CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION 13 OR 15 (D) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH
SHORTER PERIOD THAT THE ISSUER WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS
BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
[X] YES [ ] NO
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF SEPTEMBER 8, 1999: 2,208,271
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT:
[ ] YES [X] NO
<PAGE> 2
SWISHER INTERNATIONAL, INC. AND SUBSIDIARIES
FORM 10-QSB
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
ASSETS (UNAUDITED)
JULY 31, OCTOBER 31,
1999 1998
------------- -------------
<S> <C> <C>
CURRENT ASSETS
Cash and Cash Equivalents $ 22,541 $ 183,352
Restricted Cash -- 272,989
Accounts Receivable:
Franchisees 2,638,184 3,097,024
Other 162,647 124,759
Related Party Receivables 182,227 160,000
Less Allowance for Doubtful Accounts (392,365) (596,000)
------------- -------------
NET ACCOUNTS RECEIVABLE 2,590,693 2,785,783
Notes Receivable, Current Portion 705,507 713,729
Inventory 66,765 63,978
Prepaid Expenses 112,466 55,380
Income Tax Refund Receivable 628,484 628,484
------------- -------------
TOTAL CURRENT ASSETS 4,126,456 4,703,695
PROPERTY AND EQUIPMENT
Furniture & Equipment 1,842,613 1,788,021
Less Accumulated Depreciation (1,020,581) (773,832)
------------- -------------
NET PROPERTY AND EQUIPMENT 822,032 1,014,189
OTHER ASSETS
Notes Receivable
Franchisees 2,611,545 3,230,435
Related Party 645,880 645,880
Other Assets 441,214 436,096
Intangible Assets, Less Amortization 716,126 744,768
------------- -------------
NET OTHER ASSETS 4,414,765 5,057,179
------------- -------------
TOTAL ASSETS $ 9,363,253 $ 10,775,063
============= =============
</TABLE>
2
<PAGE> 3
SWISHER INTERNATIONAL, INC. AND SUBSIDIARIES
FORM 10-QSB
CONSOLIDATED BALANCE SHEETS (CONTINUED)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED)
JULY 31, OCTOBER 31,
1999 1998
------------ -------------
<S> <C> <C>
CURRENT LIABILITIES
Other Liabilities $ 2,148,109 $ 2,782,387
Accounts Payable 2,191,453 2,598,022
Accrued Expenses 178,014 403,364
Deferred Revenue 301,694 145,521
Income Taxes Payable --
------------- -------------
TOTAL CURRENT LIABILITIES 4,819,270 5,929,294
NONCURRENT LIABILITIES
Deferred Revenue 400,800 550,800
Long-term Debt 174,652 384,203
Deferred Income Tax -- --
------------- -------------
TOTAL LIABILITIES 5,394,722 6,864,297
STOCKHOLDERS' EQUITY
Common Stock, $.01 par value; 15,000,000 shares -- --
authorized; 2,208,271 shares issued and
outstanding at July 31, 1999 and October 31, 1998 22,083 22,083
Additional Paid-In Capital 4,728,395 4,728,395
Retained Earnings (781,947) (839,712)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 3,968,531 3,910,766
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,363,253 $ 10,775,063
============= =============
</TABLE>
3
<PAGE> 4
SWISHER INTERNATIONAL, INC. AND SUBSIDIARIES
FORM 10-QSB
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JULY 31, JULY 31,
------------------------------- -------------------------------
1999 1998 1999 1998
------------------------------- -------------------------------
<S> <C> <C> <C> <C>
REVENUES
Annuity Revenues:
Product Sales to Franchisees $ 1,767,878 $ 1,856,720 $ 5,294,724 $ 5,014,144
Service Fees 577,292 529,692 1,663,958 1,546,374
Royalties 796,787 688,524 2,285,702 1,915,934
Marketing Fees 35,977 20,669 79,156 57,879
----------- ----------- ----------- ------------
Total Annuity Revenues 3,177,934 3,095,605 9,323,540 8,534,331
Revenue from Company-Owned Subsidiaries 160,379 535,418 498,293 1,507,199
Initial Franchise Sales: 320,172 374,000 835,895 852,803
Other Income 134,287 65,311 331,241 212,561
----------- ----------- ----------- ------------
Total Other Income 614,838 974,729 1,665,429 2,572,563
TOTAL REVENUES 3,792,772 4,070,334 10,988,969 11,106,894
----------- ----------- ----------- ------------
EXPENSES
Selling, G & A Expenses 2,066,651 2,102,609 5,748,171 6,279,199
Cost of Product Sales 1,561,912 1,627,429 4,669,062 4,235,172
Expenses of Company-Owned Subsidiaries 133,699 579,184 321,661 1,561,558
Interest Expense 69,092 99,492 192,311 255,616
----------- ----------- ----------- ------------
TOTAL EXPENSES 3,831,354 4,408,714 10,931,205 12,331,545
Income/(Loss) Before Taxes and
Nonrecurring Items $ (38,582) $ (338,380) $ 57,764 $ (1,224,651)
----------- ----------- ----------- ------------
Income Tax Expense/(Benefit) -- (70,000) -- (258,609)
NET INCOME/(LOSS) $ (38,582) $ (268,380) $ 57,764 $ (966,042)
=========== =========== =========== ============
EARNINGS/(LOSS) PER COMMON SHARE
AND COMMON SHARE EQUIVALENT
Earnings/(Loss) Per Share - Basic (0.02) (0.12) 0.03 (0.44)
=========== =========== =========== ============
Weighted Average Common Shares 2,208,271 2,222,271 2,208,271 2,172,086
=========== =========== =========== ============
Earnings/(Loss) Per Share - Diluted (0.02) (0.12) 0.03 (0.44)
=========== =========== =========== ============
Weighted Average Common Shares 2,208,271 2,222,271 2,214,475 2,172,086
----------- ----------- ----------- ------------
</TABLE>
4
<PAGE> 5
SWISHER INTERNATIONAL, INC. AND SUBSIDIARIES
FORM 10-QSB CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
(UNAUDITED)
NINE MONTHS ENDED
JULY 31,
1999
-----------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 57,764
Adjustments to reconcile net income to net cash
provided (used) by operating activities -
Depreciation and amortization 275,391
Change in Assets and Liabilities -
(Increase) decrease in assets -
Accounts receivable 195,090
Inventory (2,787)
Prepaid expenses (57,086)
Deferred franchise costs (5,118)
Notes receivable 627,112
Increase (decrease) in liabilities -
Accounts payable (406,568)
Accrued expenses (225,350)
Income taxes payable --
Deferred revenue 6,173
---------------
Total Adjustments 406,857
---------------
NET CASH (USED)/PROVIDED BY OPERATING ACTIVITIES 464,621
---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (54,592)
Decrease (increase) in intangible & other assets --
---------------
NET CASH (USED)/PROVIDED BY INVESTING ACTIVITIES (54,592)
---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in restricted cash 272,989
Repayment of expired revolving credit line (1,352,000)
Proceeds from replacement line of credit 1,452,000
Net principal payments of current and long-term debt obligations (943,829)
---------------
NET CASH PROVIDED/(USED) BY INVESTING ACTIVITIES (570,840)
---------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (160,811)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 183,352
---------------
CASH AND CASH EQUIVALENTS AT END OF SECOND QUARTER 1999 $ 22,541
===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid year to date for -
Interest $ 138,594
===============
Income taxes $ 17,654
===============
</TABLE>
5
<PAGE> 6
SWISHER INTERNATIONAL, INC. AND SUBSIDIARIES
FORM 10-QSB
Management's Discussion and Analysis
ITEM 2. FINANCIAL CONDITION AND RESULTS OF OPERATIONS
"FORWARD LOOKING INFORMATION"
This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act and is subject to the safe harbors created thereby. These forward-looking
statements include the plans and objectives of management for future
operations, including plans and objectives relating to (i) the continued
expansion of the Company's Hygiene, Pest Control and Surface Doctor franchise
programs, (ii) the introduction of new products to be sold to franchisees,
(iii) the continued successful operation of franchised businesses by Hygiene,
Surface Doctor, Pest Control and Swisher Maids franchisees, (iv) successful
collection of the Company's notes receivable, particularly those executed by
franchisees in the payment of initial franchise fees, (v) the Company's ability
to re-sell certain Hygiene businesses which have been repurchased from
franchisees and (vi) the Company's ability to expand into international and new
domestic markets. The forward-looking statements included herein are based on
current expectations that involve a number of risks and uncertainties. These
forward-looking statements were based on assumptions that the Company would
continue to develop and introduce new products on a timely basis, that
competitive conditions within the Company's markets would not change materially
or adversely, that demand for the Company's Hygiene, Pest Control and Surface
Doctor franchises would remain strong, and that there would be no material
adverse change in the Company's operations or business. Assumptions relating to
the foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions, and future business decisions, all
of which are difficult or impossible to predict accurately and many of which
are beyond the control of the Company. Although the Company believes that the
assumptions underlying the forward-looking statements are reasonable, any of
the assumptions could prove inaccurate and, therefore, there can be no
assurance that the forward-looking information will prove to be accurate. In
light of the significant uncertainties inherent in the forward-looking
information included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
objectives or plans of the Company will be achieved.
The following analysis of the Company's financial condition as of July
31, 1999 and the Company's results of operations for the quarter ended July 31,
1999 and 1998 should be read in conjunction with the Company's financial
statements included elsewhere in this report. Although the Company believes
that the disclosures presented below are adequate to make the interim financial
statements presented not misleading, it is suggested that these unaudited
condensed consolidated financial statements be read in conjunction with the
consolidated financial statements and the notes thereto included in the
Company's report on Form 10-KSB for the year ended October 31, 1998.
GENERAL:
The financial information for the three and nine months ended July 31,
1999 and 1998 included herein is unaudited, but includes all adjustments which,
in the opinion of management of the Company, are necessary to present fairly
the financial position of the Company and its results of operations and cash
flows.
The Company changed the focus of the development of Swisher Pest
Control in the first quarter of fiscal 1999 to include expanding the Pest
Control business through the Hygiene franchise system as an additional service.
This change in focus reduces the number of current Pest Control franchisees,
with the expectation that the change will result in a profitable method of
expanding the system. In reference to the existing agreements with the Pest
Control franchisees, which have included certain incentives, the reduction in
existing franchisees is expected to have minimal impact on the financial
performance of the division in 1999. While the Company may continue to pursue
adding independent Pest Control franchisees to the system, this change in
strategy will facilitate a reduction in overhead expenses from fiscal 1998.
6
<PAGE> 7
SWISHER INTERNATIONAL, INC. AND SUBSIDIARIES
FORM 10-QSB
Management's Discussion and Analysis
ITEM 2. FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
GENERAL: (CONTINUED)
The Company recorded net operating losses of $39,000 for the three
months ended July 31, 1999 and net operating income of $58,000 for the
nine-months ended July 31, 1999. Decreased earnings for the third quarter
reflect the recognition of $200,000 in costs associated with the preliminary
order approving settlement of the class action lawsuit brought against the
Company in September 1998. Tax benefits of $70,000 and $259,000 are included in
the prior year comparative numbers.
REVENUE:
Total revenues of $3,793,000 and $10,989,000 for the three and
nine-months ended July 31, 1999 were down $278,000 and $118,000, respectively
from prior year comparative periods. The primary factor contributing to the
decline in total revenue was the reduction in revenue from Company-owned
operations of $375,000 for the third quarter and $1,009,000 year-to-date. These
reductions reflect comparison to the prior year activity, which includes the
Pest Control business in Monroe, NC and the Hygiene business in Tulsa, OK. Both
of these Company-owned operations were sold during the fourth quarter of fiscal
1998. Total annuity revenues for the three and nine-month periods increased
$82,000 and $789,000, respectively. Additionally, the Company continues to
market its two remaining Company-owned Hygiene operations in West Virginia and
Florida to better focus attention on its primary business as a franchisor.
Initial franchise sales were down $54,000 for the third quarter and
down $17,000 for the nine months ended July 31, 1999 compared to the three and
nine months ended July 31, 1998. Included in total third quarter initial
franchise fees of $320,000 were $255,000 in international Hygiene Master
Franchise Licenses in Sweden, Finland, Norway and Denmark, $26,000 from
international sub-franchise sales and $39,000 in domestic Surface Doctor sales.
Other income, including late fees, minimum royalty fee assessments and interest
income increased $69,000 and $119,000 for the three and nine months ended July
31, 1999 compared to the same reporting periods in 1998.
EXPENSES:
Total pre-tax expenses were $3,831,000 and $10,931,000 for the three
and nine months ended July 31, 1999, representing decreases of $577,000, or 13%
and $1,400,000, or 11% from 1998 fiscal comparative periods. Selling, general,
and administrative expenses decreased $36,000 and $531,000, respectively.
Expenses of Company-owned operations decreased $445,000 and $1,240,000 for the
same comparative periods. Expenses related to Company-owned operations sold
during the fourth quarter of 1998 are included in the comparative information
presented.
The decrease in selling, general, and administrative expenses reflect
reductions in overhead made during the later part of fiscal 1998, particularly
in the Company's Surface Doctor and Pest Control corporate expenses. The
decrease of $36,000 for the quarter includes the $200,000 charge for the
preliminary settlement of the class action lawsuit.
The cost of products sold for the three months ended July 31, 1999
decreased $66,000 as the Company focused on volume pricing with major national
and international product vendors. Costs of products sold for the nine months
ended July 31, 1999 increased $434,000, due primarily to increases in volume.
Gross margins for the third quarter and year-to-date decreased from the prior
year comparative periods primarily due to continued shifts in the mix of
products sold, with an increase in the amount of lower margin items being sold
in 1999.
INCOME:
Net losses of ($39,000) for the three months ended July 31, 1999
represent an increase in earnings from the three months ended July 31, 1998 of
$300,000. One-time charges to earnings of $200,000 during the third quarter
specific to the preliminary order approving settlement of the class action
lawsuit brought against the Company in September 1998 diminished the effects of
current performance gains for the quarter. Net income of $58,000 for the
nine-months ended July 31, 1999 represent increases of $1,024,000 in earnings
over the nine-months ended July 31, 1998. The basic losses per share for the
three months ended July 31, 1999 were ($0.02) on 2,208,271 shares compared to
losses of ($0.12) on 2,222,271 shares for the third quarter of 1998. The basic
earnings per share for the nine months ended July 31, 1999 were $0.03 on
2,208,271 shares compared to losses per share of ($0.44) on 2,172,086 shares
for the first nine months of 1998. Diluted losses were ($0.02) on 2,208,271
average common shares and common share equivalents and ($0.12) on 2,222,271
average common shares and common share equivalents for the three months ended
July 31, 1999 and 1998. Diluted earnings per share were $0.03 on 2,214,475
average common shares and common share equivalents for the nine months ended
July 31, 1999. Diluted losses per share were ($0.44) on 2,172,086 average
common shares and common share equivalents for the nine months ended July 31,
1998.
7
<PAGE> 8
SWISHER INTERNATIONAL, INC. AND SUBSIDIARIES
FORM 10-QSB
Management's Discussion and Analysis
ITEM 2. FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES:
The Company has historically financed its growth through cash from
operations. In addition, the Company used the proceeds of a public offering
completed in April 1993 to finance the expansion of its franchise system.
The Company's principal sources of liquidity, both on a short-term and
long-term basis are cash flow from operations and borrowings under a commercial
line of credit facility. The Company has also received advances on long-term
notes receivable for working capital. Based upon its analysis of its
consolidated financial position, its cash flow during the past three and nine
month periods, and the cash flow anticipated from its future operations, the
Company believes that its future cash flows together with funds available under
its line of credit facility will be adequate to meet the financing requirements
it anticipates during the next twelve months. There can be no assurance,
however, that future developments and general economic trends will not
adversely affect the Company's operations and, hence, it's anticipated cash
flow.
For the first nine months in fiscal year 1999, cash and cash
equivalents decreased $161,000. This decrease is attributed primarily to cash
used in debt servicing of $571,000 and capital expenditures of $55,000
partially offset by $465,000 in cash provided by operating activities.
The Company entered into a new $1.75 million line of credit agreement
on June 30, 1999 replacing prior financing arrangements with another financial
institution. This new line of credit has an initial term of 3 years. Hygiene
accounts receivable supplemented by approximately $1.7 million of the Company's
notes receivable are used as collateral for the agreement. The outstanding
borrowings under the line of credit were $1,452,000 on July 31, 1999.
With the line of credit of $1,452,000 classified as a current
liability, current liabilities of $4,819,000 exceed current assets of
$4,126,000 by $693,000. Current liabilities also include $302,000 of deferred
revenue from initial franchise sales, which is expected to be recognized during
the next 12 months.
Total assets of $9,363,000 decreased $1,412,000 for the nine months
ended July 31, 1999, primarily due to decreases in notes receivable of
$619,000, Net Accounts Receivable of $195,000, Net Property and Equipment of
$192,000 and cash and cash equivalents of $161,000. Total liabilities of
$5,395,000 decreased $1,470,000, primarily due to a decrease of $1,110,000 in
current liabilities and a reduction of $360,000 in other liabilities.
YEAR 2000 COMPLIANCE:
Many existing computer systems and applications and other control devices
use only two digits to identify a year in the date field, without considering
the impact of the upcoming change in the century. The Year 2000 issue is the
risk that systems, products and equipment utilizing date-sensitive software or
computer chips with two-digit date fields will fail to properly recognize the
Year 2000. Such failures by the Company's software or hardware or that of
government entities, customers, major vendors and other third parties with whom
the Company has material relationships could result in interruptions of the
Company's business which could have a material adverse effect on the Company.
In response to the Year 2000 issue, the Company has implemented a Year
2000 program designed to identify, assess and address significant Year 2000
issues. This includes the Company's key business operations, services, business
applications, and information technology systems and facilities. Additional
tasking includes identification of the Company's customers, major vendors and
other third parties with whom the Company has material relationships that may
have Year 2000 issues with which to contend. The Company does not anticipate
spending significant financial resources related to Year 2000 issues.
The Company's Year 2000 readiness program applies to all hardware and
software, whether developed internally or purchased from an outside supplier.
Management has been assured through letters of attestation from most major
software and hardware suppliers that mission critical Company software and
hardware platforms are Year 2000 compliant. The Company believes that if any
systems need to be repaired or replaced the repair or replacement would be
minimal and could be handled within our normal budget for computer system
upgrades and replacements. The Company is encouraging its subsidiaries and
franchisees to take the appropriate precautionary steps necessary to ensure
their computers systems are Year 2000 compliant, well in advance of the January
1, 2000 timeframe.
8
<PAGE> 9
SWISHER INTERNATIONAL, INC. AND SUBSIDIARIES
FORM 10-QSB
Other Information
PART II OTHER INFORMATION
ITEM 1. Legal proceedings
On September 18, 1998, Brian Cox, individually and
on behalf of all others similarly situated (the
"Plaintiffs"), filed a class action law suit (Case No. 3:98
CV403-MU) (the "Lawsuit") in the U.S. District Court for the
Western District of North Carolina, Charlotte Division,
against the Company and certain current or former officers
and directors of the Company including Patrick L. Swisher, W.
Tom Reeder III, D. Chris Lazenby, Garnet R. Mucha and Charles
H. Cendrowski (collectively, the "Individual Defendants").
The Lawsuit was amended by the Plaintiffs on February 19,
1999 to, among other things, add the Company's former
independent auditors, McGladrey & Pullen LLP, as a defendant.
The Lawsuit, as amended, alleges violations of Section 10 (b)
of the Securities Exchange Act of 1934, as amended, against
the Company and the Individual Defendants and violations of
Section 20 (a) of the Exchange Act against the Individual
Defendants. The Plaintiffs are seeking damages for the
alleged violations, attorneys fees in connection with their
prosecution of the Lawsuit and such other relief as a court
may deem just and proper.
The facts alleged by the Plaintiffs are
substantially similar to the matters that are asserted by the
Company's former auditors in the February 20, 1998 withdrawal
letter, filed by the Company on or about February 27, 1998 as
an exhibit to a Current Report on Form 8-K.
On February 17, 1999, the Company filed an action in
the United States District Court for the Western District of
North Carolina directly against its former independent
accountants, McGladrey & Pullen, LLP (Civil Action No. 3:99
CV56-MU), alleging, among other things McGladrey & Pullen's
negligence in the conduct of their audits of the Company's
financial statements and in the manner in which they withdrew
from their relationship with the Company. McGladrey & Pullen
has not yet filed a response to this action. On April 15,
1999, the Company dismissed the lawsuit without prejudice in
Federal Court without waiving its right to refile the lawsuit
in State Court.
On June 30, 1999, the Company announced that a
preliminary order was entered approving a complete settlement
of the class action suit filed against the Company in
September 1998 in the United States District Court, Western
District of North Carolina. A fairness hearing is set for
October 18, 1999 for final approval of the settlement. The
class includes purchasers of the Company's Common Stock and
Public Warrants between March 18, 1996 and May 12, 1998,
inclusive.
ITEM 2. Changes in Securities
none
ITEM 3. Defaults Upon Senior Securities
none
ITEM 4. Submission of Matters to a Vote of Security Holders
none
ITEM 5. Other Information
none
9
<PAGE> 10
SWISHER INTERNATIONAL, INC. AND SUBSIDIARIES
FORM 10-QSB
Other Information
PART II OTHER INFORMATION (CONTINUED)
ITEM 6. Exhibits and Reports on Form 8-K
( ) Exhibits
27 Financial Data Schedule (for SEC use only)
( ) Reports on Form 8-K
The Company filed the following reports on SEC Form 8-K
during the quarter ended July 31, 1999:
As filed July 7, 1999, effective June 30, 1999,
Swisher International, Inc. entered into a $1.75
million revolving line of credit agreement with
Capital Factors, Inc. The new financing agreement
replaces the Company's existing $1.75 million
revolving line of credit with another lender.
As filed July 9, 1999, Swisher International, Inc
announced June 30, 1999 that a preliminary order was
entered approving a complete settlement of the class
action suit filed against the Company in September
1998 in the United States District Court, Western
District of North Carolina. The class includes
purchasers of the Company's Common Stock and Public
Warrants between March 18, 1996 and May 12, 1998,
inclusive.
As filed July 9, 1999, effective June 29, 1999,
Swisher International, Inc. (SWSH) extended until
June 30, 2000, the Public Warrants of Swisher
International, Inc., scheduled to expire effective
June 30, 1999. The warrants may be exercised any
time prior to 5:00 P.M. Eastern Time on June 30,
2000. There are currently 760,000 Public Warrants,
exercisable to purchase one share of Common Stock
for $7.80 per each two Public Warrants.
10
<PAGE> 11
SWISHER INTERNATIONAL, INC. AND SUBSIDIARIES
FORM 10-QSB
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SWISHER INTERNATIONAL, INC.
Registrant
Date - September 8, 1999 by: /s/ Patrick L. Swisher
----------------------
Patrick L. Swisher
President & Chief Executive Officer
Date - September 8, 1999 by: /s/ Thomas W. Busch
-------------------
Thomas W. Busch
Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE SWISHER
INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR JULY 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-END> JUL-31-1999
<CASH> 22,541
<SECURITIES> 0
<RECEIVABLES> 2,983,058
<ALLOWANCES> 392,365
<INVENTORY> 66,765
<CURRENT-ASSETS> 4,126,456
<PP&E> 1,842,613
<DEPRECIATION> 1,020,581
<TOTAL-ASSETS> 9,363,253
<CURRENT-LIABILITIES> 4,819,270
<BONDS> 0
0
0
<COMMON> 22,083
<OTHER-SE> 4,728,395
<TOTAL-LIABILITY-AND-EQUITY> 9,363,253
<SALES> 5,294,724
<TOTAL-REVENUES> 10,988,969
<CGS> 4,669,062
<TOTAL-COSTS> 10,931,205
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 192,311
<INCOME-PRETAX> 57,764
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 57,764
<EPS-BASIC> 0.03
<EPS-DILUTED> 0.03
</TABLE>
