You should read the following discussion and analysis in conjunction with our unaudited Condensed Consolidated Financial Statements and the related notes included in Item 1 of this Quarterly Report on Form 10-Q/A as well as our "Selected Financial Data" and our audited Consolidated Financial Statements and the related notes thereto included in Item 6 and Item 8 respectively, of our Annual Report on Form 10-K for the year ended December 31, 2010 (the "2010 form 10-K"). In addition to historical consolidated financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Actual results could differ from these expectations as a result of certain risk factors, including those described under Item 1A "Risk Factors" of our 2010 Form 10-K.

Restatement and Audit Committee Review

On March 21, 2012, Swisher's Board of Directors (the "Board") determined that the Company's previously issued interim financial statements for the quarterly periods ended June 30, 2011 and September 30, 2011, and the other financial information in the Company's quarterly reports on Form 10-Q for the periods then ended should no longer be relied upon. Subsequently, on March 27, 2012, the Audit Committee concluded that the Company's previously issued interim financial statements for the quarterly period ended March 31, 2011 should no longer be relied upon. The Board and Audit Committee made these determinations in connection with the Audit Committee's then ongoing review into certain accounting matters. We refer to the interim financial statements and the other financial information described above as the "Prior Financial Information."

The Audit Committee initiated its review after an informal inquiry by the Company and its independent auditor regarding a former employee's concerns with the application of certain accounting policies. The Company first initiated the informal inquiry by requesting that both the Audit Committee and the Company's independent auditor look into the matters raised by the former employee. Following this informal inquiry, the Company's senior management and its independent auditor advised the Chairman of the Company's Audit Committee regarding the matters. Subsequently, the Audit Committee determined that an independent review of the matters presented by the former employee should be conducted. During the course of its independent review, and due in part to the significant number of acquisitions made by the Company, the Audit Committee determined that it would be in the best interest of the Company and its stockholders to review the accounting entries relating to each of the 63 acquisitions made by the Company during the year ended December 31, 2011.

On May 17, 2012, Swisher announced that the Audit Committee had substantially completed the investigative portion of its internal review. In connection with substantial completion of its internal review, the Audit Committee recommended to the Board that the Company's Chief Financial Officer and two additional senior accounting personnel be separated from the Company as a result of their conduct in connection with the preparation of the Prior Financial Information. Following this recommendation, the Board determined that these three accounting personnel be separated from the Company, effective immediately. In making these employment determinations, the Board did not identify any conduct by these employees intended for or resulting in any personal benefit.

On May 17, 2012, the Company further announced that it had commenced a search process for a new Chief Financial Officer and that Steven Berrard, then the Company's President and Chief Executive Officer, would also serve as the Company's interim Chief Financial Officer.

On February 19, 20, and 21, 2013, respectively, the Company filed amended quarterly reports on Form 10-Q/A for the quarterly periods ended March 31, 2011, June 30, 2011, and September 30, 2011 (the "Affected Periods"), including restated financial statements for the Affected Periods, to reflect adjustments to previously reported financial information, as discussed in Note 2, "Restatement of Condensed Consolidated Financial Statements" to the accompanying Notes to Condensed Consolidated Financial Statements. The adjustments reflect changes to the previously reported information identified as a result of the audit process conducted by our independent registered public accounting firm, the independent Audit Committee review, senior management's evaluation of the prior accounting for the related findings and concerns raised by a former employee, and certain other matters. For the reader's convenience, we refer to these collectively as the "Audit and Review Process." As part of the Audit and Review Process, additional adjustments to the Prior Financial Information were identified. We refer to the adjustments identified in the Audit and Review Process as the "Restatement Adjustments." The term Restatement Adjustments refers to adjustments to correct errors in the Company's prior accounting and an adjustment to reflect the impact of a change in accounting estimate resulting from the Company's reassessment of the remaining useful lives of its property and equipment. In summary, the Restatement Adjustments resulted in the following changes to the previously reported financial information for the Affected Periods:

                                   September 30, 2011
                                       Restatement
                     As Reported       Adjustments        As Restated
                                      (In thousands)
Total assets        $     452,012     $       3,861      $     455,873

Total liabilities   $     100,988     $       6,196      $     107,184

Total equity        $     351,024     $      (2,335 )    $     348,689

                          Three Months Ended September 30, 2011
                                       Restatement
                     As Reported       Adjustments        As Restated
                           (In thousands except per share amounts)
Revenue             $      67,205     $         203      $      67,408

Net loss            $      (3,756 )   $       1,886      $      (1,870 )

Loss per share      $       (0.02 )   $        0.01      $       (0.01 )


                           Nine Months Ended September 30, 2011
                                       Restatement
                     As Reported       Adjustments        As Restated
                           (In thousands except per share amounts)
Revenue             $     146,277     $         331      $     146,608

Net loss            $     (14,098 )   $      (1,861 )    $     (15,959 )

Loss per share      $       (0.09 )   $       (0.01 )    $       (0.10 )

Details of the Restatement Adjustments are included in Note 2, "Restatement of Condensed Consolidated Financial Statements" of the Notes to Condensed Consolidated Financial Statements. Throughout the remainder of Management's Discussion and Analysis of Financial Condition and Results of Operations, all referenced amounts give effect to the restatement.

Business Overview and Outlook

We provide essential hygiene and sanitation solutions to customers throughout much of North America and internationally through our global network of company owned operations, franchises and master licensees. These solutions include essential products and services that are designed to promote superior cleanliness and sanitation in commercial environments, while enhancing the safety, satisfaction and well-being of employees and patrons. These solutions are typically delivered by employees on a regularly scheduled basis and involve providing our customers with: (i) consumable products such as soap, paper, cleaning chemicals, detergents, and supplies, together with the rental and servicing of dish machines and other equipment for the dispensing of those products; (ii) the rental of facility service items requiring regular maintenance and cleaning, such as floor mats, mops, bar towels and linens;
(iii) manual cleaning of their facilities; and (iv) solid waste collection services. We serve customers in a wide range of end-markets, with a particular emphasis on the foodservice, hospitality, retail, industrial, and healthcare industries. In addition, our solid waste collection services provide services primarily to commercial and residential customers through contracts with commercial customers, municipalities, or other agencies. See "Sale of Waste Segment" below and Note 17, "Subsequent Events" of the Notes to Condensed Consolidated Financial Statements for information concerning the sale of the Waste segment.

Prospectively, we intend to grow in both existing and new geographic markets through a combination of organic and acquisition growth. However, we will continue to focus our investments towards those opportunities which will most benefit our core businesses, chemical and linen processing services. Subsequent to the sale of our Waste segment in November 2012, we will offer our solid waste services through outsourced waste and recycling services delivered by third-party providers.

As of September 30, 2011, the Company has 83 Company-owned operations and 6 franchise operations located throughout the United States and Canada and has entered into 9 Master License Agreements covering the United Kingdom, Portugal, the Netherlands, Singapore, the Philippines, Taiwan, Korea, Hong Kong/Macau/China, and Mexico.

Critical Accounting Policies and Estimates

The preparation of condensed consolidated financial statements in conformity with United States generally accepted accounting principles involves the use of estimates and assumptions that affect the recorded amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. As such, management is required to make certain estimates, judgments and assumptions that are believed to be reasonable based on the information available. These estimates and assumptions affect the reported amount of assets and liabilities, revenue and expenses, and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, the most important and pervasive accounting policies used and areas most sensitive to material changes from external factors. See Note 2 in the 2011 Annual Report for additional discussion of the application of these and other accounting policies. Any significant changes to those policies or new significant policies are described below.

In conjunction with the Company's final assessment of the fair value of assets acquired and liabilities assumed in 2011, the Company reviewed its estimates of the remaining useful lives of its property and equipment and separately identifiable intangible assets. This analysis indicated that overall these assets will continue to be used in the business for different periods than originally anticipated. As a result, the Company revised the useful lives of property and equipment and separately identifiable intangible assets as follows:

                                      Useful Life in Months
                                      Previous            Revised
Linen                                    36                 24
Dust control                             3                  36
Dish machines                            60                 84
Dispensers                            24 to 36           24 to 60
Mops and bar towels                   3 to 36            expensed
Vehicles - Hygiene                       36                 60
Office furniture and fixtures            36                 60

Segments

On March 1, 2011, we completed our acquisition of Choice Environmental Services, Inc. ("Choice"), a Florida based company that provides a complete range of solid waste and recycling collection, transportation, processing and disposal services. As a result of the acquisition of Choice, we now have two segments:
(1) Hygiene and (2) Waste. The Company's hygiene segment primarily provides commercial hygiene services and products throughout much of the United States, and additionally operates a worldwide franchise and license system to provide the same products and services in markets where Company owned operations do not exist. The Company's waste segment primarily consists of the operations of Choice and acquisitions of solid waste collection businesses. Prior to the acquisition of Choice, the Company managed, allocated resources, and reported in one segment, Hygiene. See Note 15 in the Notes to the Condensed Consolidated Financial Statements. The results of operations for the three and nine months ended September 30, 2011 have been presented in the Company's segments. Also, see Note 17, "Subsequent Events" of the Notes to Condensed Consolidated Financial Statements for information concerning the sale of the Waste segment.

Sale of Waste Segment

On November 15, 2012, the Company completed a stock sale of Choice and the other acquired businesses inthat comprise the Waste segment, to Waste Services of Florida, Inc. for $123.3 million. See Note 16, "Subsequent Events" of the Notes to Condensed Consolidated Financial Statements. The stock purchase agreement contains earn-out provisions that could provide additional sale proceeds to the Company of $1.8 million upon achievement of a predetermined revenue target and is also subject to customary purchase price adjustments, including revenue and EBITDA metrics. Ten percent of the purchase price is subject to a holdback and adjustment upon delivery of audited financial statements to the buyer.

As a result of the sale of Choice and all of its operations in the Waste segment, the Company operates in one business segment, Hygiene, effective with the filing of the 2012 Annual Report on Form 10-K.

In connection with the acquisition of Choice on March 1, 2011, the Company recorded deferred tax liabilities that allowed the Company to make a determination that the valuation allowance for the deferred tax asset of $2.4 million recorded at December 31, 2010 was no longer necessary at March 31, 2011. Upon the sale of Choice in the fourth quarter of 2012 and with our history of operating losses, a valuation allowance may be necessary in the fourth quarter of 2012, or quarters prior to then.

The following supplemental pro forma information presents the financial results of the Company as if the purchase of Choice, which comprised the Waste segment at that time, had not occurred on March 1, 2011. The information also includes a valuation allowance for the deferred tax asset described in the previous paragraph. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the purchase of Choice not occurred on March 1, 2011, nor is the pro forma information indicative of any future results.

                                  Three Months Ended September 30,          Nine Months Ended September 30,
                                      201 1                                     2 011
                                  (As restated)             2010            (As restated)            2010
Revenue                         $          49,240       $      16,061     $         104,959      $      45,954

Loss from operations            $          (3,611 )     $      (3,777 )   $         (22,772 )    $      (6,496 )
Loss per share
Basic and diluted               $           (0.02 )     $       (0.07 )   $           (0.17 )    $       (0.13 )

Weighted-average common
shares used in the
computation of loss per share
Basic and diluted                     173,429,586          57,908,074           154,025,525         57,878,049

Acquisition and merger expenses

Acquisition and merger expenses include costs directly related to the acquisition of three of our franchises and fifteen independent businesses during the three months ended September 30, 2011 and the acquisition of seven of our franchises and twenty-five independent businesses during the nine months ended September 30, 2011. Acquisition and merger expenses also include costs directly related to the merger with CoolBrands International, Inc. as discussed in Note 1 of our 2010 Annual Report. These costs include third party due diligence, legal, accounting and professional service expenses.

Adoption of Newly Issued Accounting Pronouncements

Revenue Recognition: In October 2009, the Financial Accounting Standards Board ("FASB") issued new standards for multiple-deliverable revenue arrangements. These new standards affect the determination of when individual deliverables included in a multiple-element arrangement may be treated as separate units of accounting. In addition, these new standards modify the manner in which the transaction consideration is allocated across separately identified deliverables, eliminate the use of the residual value method of allocating arrangement consideration and require expanded disclosure. These new standards will become effective for multiple-element arrangements entered into or materially modified on or after January 1, 2011. Earlier application is permitted with required transition disclosures based on the period of adoption. We adopted these standards for multiple-element arrangements entered into or materially modified on or after January 1, 2011. The adoption of this accounting standard did not have a material impact on the Company's Condensed Consolidated Financial Statements.

Goodwill: In December 2010, the FASB issued new standards defining when step two of the goodwill impairment test for reporting units with zero or negative carrying amounts should be performed and modifies step one of the goodwill impairment test for reporting units with zero or negative carrying amounts. For reporting units with zero or negative carrying amounts an entity is required to perform step two of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The standards are effective for fiscal years and interim periods within those years, beginning December 15, 2010 and were effective for the Company on January 1, 2011. The adoption of this accounting standard did not have a material impact on the Company's Condensed Consolidated Financial Statements.

Business Combinations: In December 2010, the FASB issued new standards that clarify that if comparative financial statements are presented the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The update also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The standards are effective prospectively for material (either on an individual or aggregate basis) business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The Company has included the required disclosures in Note 3 to the Condensed Consolidated Financial Statements.

Newly Issued Accounting Pronouncements

Comprehensive Income: In September 2011, the FASB issued new standards to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. This standard eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. These standards are to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early application is permitted. We are currently evaluating the effect of these standards on our Condensed Consolidated Financial Statements.

Fair Value Measurements: In May 2011, the FASB issued new standards clarifying the wording used to describe the requirements for measuring fair value and for disclosing information about fair value measurements and expands fair value disclosures. These standards are to be applied prospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early application is not permitted. We are currently evaluating the effect of these standards on our Condensed Consolidated Financial Statements.

RESULTS OF OPERATIONS

During the year ended December 31, 2010, we acquired four franchises and five independent businesses. In addition we acquired three franchises and fifteen independent businesses during the three months ended September 30, 2011 and seven franchises and twenty-five independent businesses during the nine months ended September 30, 2011. The term "Hygiene Acquisitions" refers to the three franchises and twelve independent hygiene and chemical businesses acquired during the three months ended September 30, 2011 or the seven franchises and twenty-two hygiene and chemical independent businesses acquired during the nine months ended September 30, 2011. The waste segment includes Choice, acquired in March 2011, and two additional acquisitions of solid waste and collection companies during the three and nine months ended September 30, 2011. We refer to these acquisitions as "Waste Acquisitions". The term "Acquisitions" refers to both the Hygiene Acquisitions and Waste Acquisitions during the respective periods.

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

Revenue

Total revenue and the revenue derived from each revenue type by segment for the three months ended September 30, 2011 and 2010 is as follows:

                                     2011
                                  (Restated)        %          2010          %
Revenue                                           (In thousands)
Hygiene
Company-owned operations:
Chemical products                $     27,919       41.4 %   $  4,728        29.4 %
Chemical wholesale                      6,218        9.2            -           -
Hygiene services                        6,883       10.2        4,342        27.0
Paper and supplies                      4,363        6.5        3,135        19.5
Rental and other                        3,219        4.8        1,717        10.7
Total Company-owned operations         48,602       72.1       13,922        86.7
Franchise products and fees               638        0.9        2,139        13.3
Total hygiene                          49,240       73.0       16,061       100.0
Waste - services and products          18,168       27.0            -           -

Total revenue                    $     67,408        100 %   $ 16,061       100.0 %

Consolidated revenue increased $51.3 million or 319.7% to $67.4 million for the three months ended September 30, 2011 as compared to $16.1 million for the same period in 2010. This increase includes $18.2 million or 27.0% of consolidated revenue related to Waste Acquisitions and an increase of $30.2 million or 44.8% of consolidated revenues from Hygiene Acquisitions. Excluding the impact of Acquisitions , consolidated revenue increased $3.0 million or 18.4% to $19.0 million for the three months ended September 30, 2011. This increase is comprised of an increase of $4.5 million in hygiene products and services revenue and a decrease of $1.5 million in hygiene franchise revenue.

Hygiene products and services revenue increased $34.7 million or 249.1% to $48.6 million during the three months ended September 30, 2011 as compared to $13.9 million for the same period in 2010. This increase includes $30.2 million related to Hygiene Acquisitions. Excluding the impact from Hygiene Acquisitions, hygiene products and services revenue increased $4.5 million or 32.1% to $18.4 million. This increase is comprised of $3.8 million or 81.2% increase in chemical revenue and $0.6 million or 6.8% increase in hygiene services, paper and supplies, rental and other. During 2011, our sales mix has continued to shift towards our core chemical product sales from our legacy hygiene business. Three principal factors contribute to this trend: (i) we have placed particular emphasis on the development of our core markets including our chemical offering, particularly as it relates to ware washing and laundry solutions and a lesser focus on our legacy hygiene service offerings; (ii) we have aggressively managed customer profitability terminating less favorable arrangements; and
(iii) from time to time, we are impacted by the challenging economic conditions that result in customer attrition, lower consumption levels of products and services, and a reduction or elimination in spending for hygiene-related products and services by our customers.

Hygiene franchise revenue decreased $1.5 million or 70.2% to $0.6 million for the three months ended September 30, 2011 as compared to $2.1 million in the same period in 2010.

Cost of Revenue

Hygiene cost of sales consists primarily of paper, air freshener, chemical and
other consumable products sold to our customers, franchisees and international
licensees. Waste costs of sales include costs related to the disposal of
collections and cost of recycled paper purchases. Cost of sales for the three
months ended September 30, 2011 and 2010 are as follows:

                                    2011
                                 (Restated)       (1)%       2010        (1)%
Cost of Revenue                                 (In thousands)
Hygiene
Company-owned operations        $     16,412       38.7 %   $ 4,772       34.3 %
Chemical wholesale                     4,683       75.3                      -
Franchise products and fees              187       29.3 %     1,335       62.4
Total hygiene                         21,282       43.2       6,108       38.0
Waste - services and products          5,382       29.6           -          -
                                                                             -
Total cost of revenue           $     26,664       39.6 %   $ 6,108       38.0 %

(1) Represents cost as a percentage of the respective segment's product and service line revenue.

Consolidated cost of sales increased $20.6 million or 336.6% to $26.7 million for the three months ended September 30, 2011 as compared to $6.1 million in the same period in 2010. This increase includes $5.4 million related to Waste Acquisitions and $13.7 million from Hygiene Acquisitions in the three months ended September 30, 2011 as compared to the same period of 2010. Excluding the impact from Acquisitions, consolidated cost of sales increased $1.5 million or . . .