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EX-99.1 - CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 - Swisher Hygiene Inc. | swsh_ex991.htm |
8-K - CURRENT REPORT - Swisher Hygiene Inc. | swsh_8k.htm |
Exhibit 99.2
SWISHER HYGIENE INC. TO FILE CURRENT REPORT ON FORM 8-K REPORTING
LIQUIDATION BASIS ACCOUNTING FOR THE YEARS ENDED DECEMBER 31, 2020
AND 2019
FORT LAUDERDALE, FL – March 30, 2021 – Swisher Hygiene
Inc. (the “Company”) to report liquidation basis
accounting for the years ended December 31, 2020 and
2019.
As previously announced, on August 12, 2016, the Securities and
Exchange Commission (the “SEC”) granted the
Company’s request for no-action relief from filing future
periodic reports under Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 beginning with its quarterly report
on Form 10-Q for the quarter ended June 30, 2016. In accordance
with the terms of the requested relief, the Company will disclose
material developments relating to its (i) liquidation, including
the amounts of any liquidation distributions, payments and
expenses, (ii) dissolution, (iii) financial condition, and (iv)
other material developments, including material developments
relating to the Paul Berger v. Swisher Hygiene
Inc., et al. litigation (which
has been dismissed without further appeal as to the Company and the
members of the Company’s board of directors, as more fully
described in today’s Current Report on Form 8-K), and
Honeycrest
Holdings, Ltd. v. Integrated Brands, Inc. litigation on Current Reports on Form 8-K.
Additionally, the Company will file a final Current Report on Form
8-K and a Form 15 to deregister its common stock when the
dissolution is complete.
As a
result of the SEC’s granting of relief, the Company was
relieved of its obligation to file periodic reports for the quarter
ended June 30, 2016 or any quarterly or annual period thereafter.
However, the Company did provide its initial post-adoption
consolidated financial statements for the period from April 1, 2016
to June 30, 2016 prepared on the liquidation basis of accounting on
a Current Report on Form 8-K filed with the SEC on August 19, 2016.
Additionally, the Company has also provided its audited
consolidated financial statements for the period from April 1, 2016
to December 31, 2016, and the years ended December 31, 2017, 2018
and 2019 in Current Reports on Form 8-K filed with the SEC on April
12, 2017, April 27, 2018, April 2, 2019 and March 20, 2020,
respectively.
Although not required to do so as a result of obtaining no action
relief mentioned above from the SEC, the Company is providing its
audited consolidated financial statements for the years ended
December 31, 2020 and 2019 in a Current Report on Form 8-K to be
filed with the SEC today.
Cautionary Statement on Forward-Looking Information
All
statements other than statements of historical fact contained in
this press release constitute "forward-looking information" or
"forward-looking statements" within the meaning of the U.S. federal
securities laws and the Securities Act (Ontario) and are based on
the expectations, estimates and projections of management as of the
date of this press release unless otherwise stated. All statements
other than historical facts are, or may be, deemed to be forward
looking statements. The words "plans," "expects," "is expected,"
"scheduled," "estimates," or "believes," or similar words or
variations of such words and phrases or statements that certain
actions, events or results "may," "could," "would," "might," or
"will be taken," "occur," and similar expressions identify
forward-looking statements.
Forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by the Company as of
the date of such statements, are inherently subject to significant
business, economic and competitive uncertainties and
contingencies. All of these assumptions have been
derived from information currently available to the Company
including information obtained by the Company from third-party
sources. These assumptions may prove to be incorrect in whole or in
part. All of the forward-looking statements made in this
press release are qualified by the above cautionary statements. The
forward-looking information set forth in this press release is
subject to various assumptions, risks, uncertainties and other
factors that are difficult to predict and which could cause actual
results to differ materially from those expressed or implied in the
forward-looking information. The Company disclaims any intention or
obligation to update or revise any forward-looking statements to
reflect subsequent events and circumstances, except to the extent
required by applicable law.
About Swisher Hygiene Inc.
Swisher
Hygiene Inc. closed on the sale of its U.S. operations to Ecolab
Inc. on November 2, 2015 and as a result has no remaining operating
assets. On Friday, May 27, 2016 (the “Final Record
Date”), the Company filed a Certificate of Dissolution.
Pursuant to the Plan of Dissolution, and under Delaware law, the
dissolution of the Company was effective as of 6:00 p.m. Eastern
Time on the Final Record Date. Under Delaware law, the dissolved
corporation is continued for three (3) years from the date on which
the Certificate of Dissolution was filed, unless extended by
direction of the Court of Chancery, to enable the Company’s
directors to wind up the affairs of the corporation, including the
discharge of the Company’s liabilities and to distribute to
the stockholders any remaining assets. The Court of Chancery has
extended the Company’s corporate existence on five occasions,
most recently through March 31, 2021. The Company expects the Court
of Chancery to extend the Company’s corporate existence
through December 31, 2021. No assurances can be made as to if or
when any such stockholder distribution will be made, or the amount
of any such distribution, if one is made. Any distribution,
however, would be made to the Company’s stockholders of
record as of the Final Record Date. For more information, please
visit www.swshinvestors.com.
For Further Information, Please Contact:
Swisher
Hygiene Inc.
Investor Contact:
Garrett
Edson, ICR