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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2009

OR



| ̈ | 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: 000-20997





SRI/Surgical Express, Inc.

(Exact name of registrant as specified in its charter)







|                         |  |                                     
|------------------------ |  | ------------------------------------
|Florida                  |  | 59-3252632                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

12425 Race Track Road

Tampa, Florida 33626

(Address of Principal
Executive Offices)

(813) 891-9550

(Registrants Telephone Number)





Indicate by check
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act:



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  | x |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes   ̈    No  x

Number of outstanding shares of each class of registrants common stock as of November 12, 2009:

Common Stock, par value $.001  6,485,978









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INDEX



|           |  |                                                                                       |  |                                                                                                              |  |     
|---------- |  | ------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                       |  |                                                                                                              |  | Page
|PART I     |  |                                                                                       |  | FINANCIAL INFORMATION                                                                                        |  |     
|           |  |                                                                                      
|Item 1     |  | Financial Statements                                                                  |  |                                                                                                             
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Balance Sheets as of September 30, 2009 (unaudited) and December 31, 2008                                    |  | 1   
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Statements of Operations (unaudited) for the three months and nine months ended September 
30, 2009 and 2008 |  | 2   
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Statements of Cash Flows (unaudited) for the nine months ended September 30, 2009 and
2008                   |  | 3   
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Notes to Financial Statements (unaudited)                                                                    |  | 4   
|           |  |                                                                                      
|Item 2     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 13                                                                                                          
|           |  |                                                                                      
|Item 3     |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 20                                                                                                          
|           |  |                                                                                      
|Item 4T    |  | Controls and Procedures                                                               |  | 23                                                                                                          
|           |  |                                                                                       | 
|PART II    |  |                                                                                       |  | OTHER INFORMATION                                                                                            |  |     
|           |  |                                                                                      
|Item 1     |  | Legal Proceedings                                                                     |  | 25                                                                                                          
|           |  |                                                                                      
|Item 1A    |  | Risk Factors                                                                          |  | 25                                                                                                          
|           |  |                                                                                      
|Item 5     |  | Other Information                                                                     |  | 25                                                                                                          
|           |  |                                                                                      
|Item 6     |  | Exhibits                                                                              |  | 25                                                                                                          
|           | 
|SIGNATURES |  | 28                                                                                   



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PART I  FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

SRI/SURGICAL EXPRESS, INC.

BALANCE SHEETS

(In thousands)



|                                                                                                                                                                         |  |                   |        |                  |   |       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ------ | ---------------- | - | ------
|                                                                                                                                                                         |  | September 30,2009 |        | December 31,2008
|                                                                                                                                                                         |  | (unaudited)       |        |                 
|ASSETS                                                                                                                                                                   |  |                   |        |                  |   |       
|Cash and cash equivalents                                                                                                                                                |  | $                 | 328    |                  | $ | 484   
|Accounts receivable, net                                                                                                                                                 |  |                   | 12,463 |                  |   | 11,200
|Inventories, net                                                                                                                                                         |  |                   | 3,793  |                  |   | 5,727 
|Prepaid expenses and other assets                                                                                                                                        |  |                   | 2,045  |                  |   | 2,271 
|Reusable surgical products, net                                                                                                                                          |  |                   | 18,770 |                  |   | 20,577
|Property, plant and equipment, net                                                                                                                                       |  |                   | 27,910 |                  |   | 29,487
|                                                                                                                                                                         |  |                   |        |                  |   |       
|                                                                                                                                                                         |  |                  
|Total assets                                                                                                                                                             |  | $                 | 65,309 |                  | $ | 69,746
|                                                                                                                                                                         |  |                   |        |                  |   |       
|                                                                                                                                                                         |  |                  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                     |  |                   |        |                  |   |       
|Liabilities:                                                                                                                                                             |  |                   |        |                  |   |       
|Notes payable                                                                                                                                                            |  | $                 | 6,512  |                  | $ | 8,434 
|Accounts payable                                                                                                                                                         |  |                   | 8,537  |                  |   | 8,461 
|Employee-related accrued expenses                                                                                                                                        |  |                   | 2,135  |                  |   | 1,984 
|Other accrued expenses                                                                                                                                                   |  |                   | 3,409  |                  |   | 3,137 
|Mortgage payable                                                                                                                                                         |  |                   | 4,067  |                  |   | 4,228 
|Bonds payable                                                                                                                                                            |  |                   | 520    |                  |   | 520   
|                                                                                                                                                                         |  |                   |        |                  |   |       
|Total liabilities                                                                                                                                                        |  |                   | 25,180 |                  |   | 26,764
|                                                                                                                                                                         |  |                   |        |                  |   |       
|                                                                                                                                                                         |  |                  
|Shareholders equity:                                                                                                                                                    |  |                   |        |                  |   |       
|Preferred stock-authorized 5,000,000 shares of $0.001 par value; no shares issued and outstanding at September 30, 2009 and
December 31, 2008.                           |  |                   |       |                  |   |      
|Common stock-authorized 30,000,000 shares of $0.001 par value; issued and outstanding 6,485,978 and 6,495,978 at
September 30, 2009 and December 31, 2008, respectively. |  |                   | 6      |                  |   | 6     
|Additional paid-in capital                                                                                                                                               |  |                   | 32,866 |                  |   | 32,366
|Retained earnings                                                                                                                                                        |  |                   | 7,257  |                  |   | 10,610
|                                                                                                                                                                         |  |                   |        |                  |   |       
|                                                                                                                                                                         |  |                  
|Total shareholders equity                                                                                                                                               |  |                   | 40,129 |                  |   | 42,982
|                                                                                                                                                                         |  |                   |        |                  |   |       
|                                                                                                                                                                         |  |                  
|Total liabilities and shareholders equity                                                                                                                               |  | $                 | 65,309 |                  | $ | 69,746
|                                                                                                                                                                         |  |                   |        |                  |   |       

The accompanying notes are an integral part of these financial statements.



1



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SRI/SURGICAL EXPRESS, INC.

STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)



|                                            |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |        |  
|------------------------------------------- | ---- | ------------------------------- | ------ | ---- | ------------------------------ | - | ------ | - |  | ---- | ------ | - |  | - | ------ | -
|                                            |      | Three Months EndedSeptember 30, |        |      | Nine Months EndedSeptember 30, |  
|                                            | 2009 |                                 |        | 2008 |                                |   | 2009   |   |  | 2008 |       
|                                            |      |                                 |        |     
|Revenues                                    |      | $                               | 24,120 |      |                                | $ | 23,959 |   |  | $    | 72,663 |   |  | $ | 73,041 |  
|Cost of revenues                            |      |                                 | 20,026 |      |                                |   | 18,641 |   |  |      | 58,191 |   |  |   | 56,832 |  
|                                            |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |        |  
|Gross profit                                |      |                                 | 4,094  |      |                                |   | 5,318  |   |  |      | 14,472 |   |  |   | 16,209 |  
|                                            |      |                                 |        |     
|Distribution expenses                       |      |                                 | 1,695  |      |                                |   | 1,855  |   |  |      | 5,011  |   |  |   | 5,475  |  
|Selling and administrative expenses         |      |                                 | 3,991  |      |                                |   | 3,385  |   |  |      | 12,480 |   |  |   | 12,042 |  
|                                            |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |        |  
|Income (loss) from operations               |      |                                 | (1,592 | )    |                                |   | 78     |   |  |      | (3,019 | ) |  |   | (1,308 | )
|                                            |      |                                 |        |     
|Interest expense                            |      |                                 | 151    |      |                                |   | 302    |   |  |      | 475    |   |  |   | 832    |  
|Other income                                |      |                                 | (90    | )    |                                |   | (90    | ) |  |      | (276   | ) |  |   | (275   | )
|                                            |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |        |  
|Loss before income taxes                    |      |                                 | (1,653 | )    |                                |   | (134   | ) |  |      | (3,218 | ) |  |   | (1,865 | )
|                                            |      |                                 |        |     
|Income tax expense (benefit)                |      |                                 | 102    |      |                                |   | 39     |   |  |      | 135    |   |  |   | (8     | )
|                                            |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |        |  
|Net loss                                    |      | $                               | (1,755 | )    |                                | $ | (173   | ) |  | $    | (3,353 | ) |  | $ | (1,857 | )
|                                            |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |        |  
|                                            |      |                                 |        |     
|Loss per share:                             |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |        |  
|Basic                                       |      | $                               | (0.27  | )    |                                | $ | (0.03  | ) |  | $    | (0.52  | ) |  | $ | (0.29  | )
|                                            |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |        |  
|Diluted                                     |      | $                               | (0.27  | )    |                                | $ | (0.03  | ) |  | $    | (0.52  | ) |  | $ | (0.29  | )
|                                            |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |        |  
|                                            |      |                                 |        |     
|Weighted average common shares outstanding: |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |        |  
|Basic                                       |      |                                 | 6,464  |      |                                |   | 6,387  |   |  |      | 6,464  |   |  |   | 6,386  |  
|                                            |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |        |  
|Diluted                                     |      |                                 | 6,464  |      |                                |   | 6,387  |   |  |      | 6,464  |   |  |   | 6,386  |  
|                                            |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |        |  

The accompanying notes are an integral part of these financial statements.



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SRI/SURGICAL EXPRESS, INC.

STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)



|                                                                                |      |                                |         |      |  |   |         |  
|------------------------------------------------------------------------------- | ---- | ------------------------------ | ------- | ---- |  | - | ------- | -
|                                                                                |      | Nine months EndedSeptember 30, |        
|                                                                                | 2009 |                                |         | 2008 | 
|Cash flows from operating activities:                                           |      |                                |         |      |  |   |         |  
|Net loss                                                                        |      | $                              | (3,353  | )    |  | $ | (1,857  | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |      |                                |         |      |  |   |         |  
|Depreciation and amortization                                                   |      |                                | 2,536   |      |  |   | 2,570   |  
|Amortization of reusable surgical products                                      |      |                                | 4,720   |      |  |   | 3,768   |  
|Stock-based compensation expense                                                |      |                                | 500     |      |  |   | 686     |  
|Provision (reduction) for doubtful accounts                                     |      |                                | 13      |      |  |   | (596    | )
|Provision (reduction) for slow moving inventory                                 |      |                                | 24      |      |  |   | (179    | )
|Provision for slow moving reusable surgical products and shrinkage              |      |                                | 1,810   |      |  |   | 757     |  
|Deferred income taxes                                                           |      |                                |        |      |  |   | (55     | )
|Change in operating assets and liabilities:                                     |      |                                |         |      |  |   |         |  
|Increase (decrease) in accounts receivable                                      |      |                                | (1,276  | )    |  |   | 1,338   |  
|Decrease in inventories                                                         |      |                                | 1,910   |      |  |   | 569     |  
|Decrease in prepaid expenses and other assets                                   |      |                                | 226     |      |  |   | 1,687   |  
|Increase in accounts payable                                                    |      |                                | 76      |      |  |   | 445     |  
|Increase (decrease) in employee-related and other accrued expenses              |      |                                | 423     |      |  |   | (562    | )
|                                                                                |      |                                |         |      |  |   |         |  
|Net cash provided by operating activities                                       |      |                                | 7,609   |      |  |   | 8,571   |  
|                                                                                |      |                                |         |      |  |   |         |  
|                                                                                |      |                               
|Cash flows from investing activities:                                           |      |                                |         |      |  |   |         |  
|Purchases of property, plant and equipment                                      |      |                                | (959    | )    |  |   | (1,421  | )
|Purchases of reusable surgical products                                         |      |                                | (4,723  | )    |  |   | (6,356  | )
|                                                                                |      |                                |         |      |  |   |         |  
|Net cash used in investing activities                                           |      |                                | (5,682  | )    |  |   | (7,777  | )
|                                                                                |      |                                |         |      |  |   |         |  
|                                                                                |      |                               
|Cash flows from financing activities:                                           |      |                                |         |      |  |   |         |  
|Borrowings on notes payable                                                     |      |                                | 68,696  |      |  |   | 31,642  |  
|Repayments on notes payable                                                     |      |                                | (70,606 | )    |  |   | (29,639 | )
|Proceeds from mortgage refinancing                                              |      |                                |        |      |  |   | 4,300   |  
|Repayments on expiring mortgage                                                 |      |                                |        |      |  |   | (4,286  | )
|Repayments on mortgage payable                                                  |      |                                | (161    | )    |  |   | (18     | )
|Repayments on bonds payable                                                     |      |                                |        |      |  |   | (495    | )
|Repayments on short term notes payable                                          |      |                                |        |      |  |   | (749    | )
|Payments on obligation under capital lease                                      |      |                                | (12     | )    |  |   | (20     | )
|                                                                                |      |                                |         |      |  |   |         |  
|Net cash (used in) provided by financing activities                             |      |                                | (2,083  | )    |  |   | 735     |  
|                                                                                |      |                                |         |      |  |   |         |  
|                                                                                |      |                               
|(Decrease) increase in cash and cash equivalents                                |      |                                | (156    | )    |  |   | 1,529   |  
|Cash and cash equivalents at beginning of period                                |      |                                | 484     |      |  |   | 656     |  
|                                                                                |      |                                |         |      |  |   |         |  
|Cash and cash equivalents at end of period                                      |      | $                              | 328     |      |  | $ | 2,185   |  
|                                                                                |      |                                |         |      |  |   |         |  
|                                                                                |      |                               
|Supplemental cash flow information:                                             |      |                                |         |      |  |   |         |  
|                                                                                |      |                               
|Cash paid for interest                                                          |      | $                              | 501     |      |  | $ | 877     |  
|                                                                                |      |                                |         |      |  |   |         |  
|Cash received for income taxes                                                  |      | $                              | (128    | )    |  | $ | (418    | )
|                                                                                |      |                                |         |      |  |   |         |  
|Non cash insurance financing                                                    |      | $                              |        |      |  | $ | 782     |  
|                                                                                |      |                                |         |      |  |   |         |  

The accompanying notes are an integral part of these financial statements.



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SRI/SURGICAL EXPRESS, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

NOTE A  BASIS OF PRESENTATION

The accompanying unaudited financial statements of SRI/Surgical Express, Inc. (the Company) have been prepared in accordance with
accounting principles generally accepted in the United States of America for interim financial information and with the Securities and Exchange Commissions (the SEC) instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they omit or condense footnotes and certain other information normally included in complete financial statements prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of
management, all adjustments of a normal recurring nature that are necessary to present fairly the financial information for the interim periods reported have been made. The accompanying unaudited financial statements should be read in conjunction
with the financial statements and notes included in the Companys Form 10-K for the year ended December 31, 2008, filed with the SEC. The results of operations for the nine months ended September 30, 2009, are not necessarily
indicative of the results that can be expected for the entire year ending December 31, 2009.

The Company presents an
unclassified balance sheet as a result of the extended amortization period (predominantly three to six years) of its reusable surgical products. The Company provides reusable surgical products to its customers on a per use basis similar to a rental
arrangement.

The Company operates on a 52-53 week fiscal year ending the Sunday nearest December 31. The unaudited
financial statements are reflected as of September 30, 2009 and 2008 for presentation purposes only. The actual end of each period was September 27, 2009 and September 28, 2008, respectively. There are 39 weeks included for each of
the nine month periods ended September 30, 2009 and 2008.

NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Management
is required to make estimates and assumptions during the preparation of financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America. These estimates and assumptions affect
the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates and assumptions.

Accounts Receivable, net

The Company has accounts receivable from hospitals and surgery centers. The Company
does not believe that there is sufficient credit risk associated with those receivables to require a form of collateral from its customers. The allowance for doubtful accounts as of September 30, 2009, and December 31, 2008, was
approximately $119,000 and $106,000, respectively. The allowance for doubtful accounts relates to accounts receivable not expected to be collected and is based on managements assessment of specific customer balances, the overall aging of the
balances, and the financial stability of the customers. The Company does not customarily charge interest on accounts receivable.

Inventories, net

Inventories consist of raw materials, principally consumables, supplies, and disposable
surgical products; work in progress; and finished goods consisting of assembled packs of various combinations of raw materials and reusable surgical products. Inventories are valued at the lower of cost or market, with cost being determined on the
first-in, first-out method.



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As of September 30, 2009 and December 31, 2008, inventory consists of the following:



|                        |            |                   |       |   |                  |   |       |  
|----------------------- | ---------- | ----------------- | ----- | - | ---------------- | - | ----- | -
|                        |            | September 30,2009 |       |   | December 31,2008 |  
|                        | (in 000s) |                  
|Raw materials           |            | $                 | 1,321 |   |                  | $ | 2,665 |  
|Work in progress        |            |                   |      |   |                  |   | 104   |  
|Finished goods          |            |                   | 2,810 |   |                  |   | 3,272 |  
|                        |            |                   |       |   |                  |   |       |  
|                        |            |                   | 4,131 |   |                  |   | 6,041 |  
|Less: Inventory reserve |            |                   | (338  | ) |                  |   | (314  | )
|                        |            |                   |       |   |                  |   |       |  
|                        |            | $                 | 3,793 |   |                  | $ | 5,727 |  
|                        |            |                   |       |   |                  |   |       |  

Reusable Surgical Products, net

The Companys reusable surgical products, consisting principally of linens (gowns, towels, drapes), basins (stainless steel medicine
cups, carafes, trays, basins), and surgical instruments, are stated at cost. Amortization of linens and basins is computed on a basis similar to the units of production method. Estimated useful lives for each product are based on the estimated total
number of available uses for each product. The expected total available usage for its linen products using the three principal fabrics (accounting for approximately 74% of the reusable surgical products) is 75, 100, and 125 uses, based on several
factors, including the Companys actual historical experience with these products. The Company believes radio frequency identification (RFID) technology enables it to evaluate the useful lives of linen products more efficiently.
Basins are amortized over their estimated useful life, which ranges from 25 to 200 uses. Owned surgical instruments are amortized straight-line over a period of four years. Accumulated amortization as of September 30, 2009 and December 31,
2008, was approximately $13.7 million and $14.1 million, respectively.

As of September 30, 2009, and December 31,
2008, the Company had reserves for shrinkage, obsolescence, and scrap related to reusable surgical products of approximately $1,097,000 and $1,388,000, respectively.

Revenue Recognition

Revenues are recognized as products and services are
delivered, generally daily. Packing slips, signed and dated by the customer, evidence delivery of product. The Companys contractual relationships with its customers are primarily evidenced by purchase orders or service agreements with terms
varying from one to five years, which are generally cancelable by either party.

The Company owns substantially all of the
reusable surgical products provided to customers except the surgical instruments. A third party provides most of the surgical instruments that are included in the Companys comprehensive surgical procedure-based delivery and retrieval service.
The Company pays a fee to the third party for the use of the surgical instruments. The Company acts as a principal in this arrangement and has reported the revenue gross for the comprehensive surgical procedure-based delivery and retrieval service.
The third party agent fee charged to the Company is included in cost of revenues in the statements of operations.

Stock-Based Compensation

The Company accounts for its stock-based compensation plans in accordance with the provisions of ASC Topic 718,
Share-Based Payments. Under ASC 718, all stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The cost for all stock-based awards
granted subsequent to December 31, 2005, represents the grant-date fair value that was estimated in accordance with the provisions of ASC 718, utilizing the binomial (Lattice) model. Stock-based compensation expense was $157,000 and $225,000,
or $157,000 and $225,000,



5



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net of income tax, for the three months ended September 30, 2009 and 2008, respectively, which contributed to a $0.02 and $0.04 reduction in basic and diluted earnings per share for the
three months ended September 30, 2009 and 2008, respectively. Stock-based compensation expense was $500,000 and $686,000, or $500,000 and $686,000, net of income tax, for the nine months ended September 30, 2009 and 2008, respectively,
which contributed to a $0.08 and $0.11 reduction in basic and diluted earnings per share for the nine months ended September 30, 2009 and 2008, respectively.

The Company did not receive any proceeds from stock option exercises under all share-based payment arrangements for the three and nine month periods ended September 30, 2009 and 2008, because there
were not any exercises during those periods. There were no capitalized stock-based compensation costs at September 30, 2009 or 2008.

Stock Option Plans

The 1995 Stock Option Plan

The 1995 Stock Option Plan was designed to provide employees with incentive or non-qualified options to purchase up to 700,000 shares of common stock. The options vest ratably over four to five years from
the date of the grant. All outstanding options vest upon a change in control of the Company. Options granted under this Plan expire no later than ten years after the date granted or sooner in the event of death, disability, retirement or termination
of employment. As of September 30, 2009 and 2008, options to purchase 50,500 and 81,500 shares, respectively, were outstanding under this Plan. The 1995 Stock Option Plan terminated on December 21, 2005, although that termination does not
adversely affect any options outstanding under the Plan.

The 1996 Non-Employee Director Plan

As amended on May 16, 2001, the Non-Employee Director Plan was designed to provide for the grant of non-qualified stock options to
purchase up to 200,000 shares of common stock to members of the Board of Directors who are not employees of the Company. At the completion of the Companys initial public offering, each non-employee director was granted options to purchase
4,000 shares of common stock for each full remaining year of the directors term. Thereafter, on the date on which a new non-employee director was first elected or appointed, he or she was automatically granted options to purchase 4,000 shares
of common stock for each year of his or her initial term, and was granted options to purchase 4,000 shares of common stock for each year of any subsequent term to which he or she was elected. As of March 2006, the equity component of the director
compensation plan was restructured, so that each non-employee director receives an annual grant of options, from the 2004 Stock Compensation Plan described below, to purchase 7,500 shares of common stock as of the date of the Annual Shareholder
Meeting, beginning with the 2006 Annual Meeting. As of September 30, 2009 and 2008, options to purchase 70,000 and 120,000 shares, respectively, were outstanding under the Non-Employee Director Plan. The 1996 Non-Employee Director Plan
terminated on July 14, 2006, although that termination does not adversely affect any options outstanding under the Plan.

The 1998 Stock
Option Plan

As amended on May 16, 2001, the 1998 Stock Option Plan was designed to provide employees with incentive or
non-qualified options to purchase up to 600,000 shares of common stock. The options vest ratably over four to five years from the date of the grant. All outstanding options vest upon a change in control of the Company. Options granted under this
Plan expire no later than ten years after the date granted or sooner in the event of death, disability, retirement, or termination of employment. As of September 30, 2009 and 2008, options to purchase 347,400 and 381,600 shares, respectively,
were outstanding under the 1998 Stock Option Plan. The 1998 Stock Option Plan terminated on February 17, 2008, although that termination does not adversely affect any options outstanding under the Plan.

The 2004 Stock Compensation Plan

The 2004 Stock Compensation Plan is designed to further the interests of the Company and its shareholders by providing incentives in the form of incentive or non-qualified stock options or restricted stock



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grants to key employees and non-employee directors who contribute materially to the success and profitability of the Company. Under this Plan, restricted stock grants are not considered
outstanding options upon grant but are considered issued and outstanding stock. Any forfeited restricted stock awards are considered to be available for grant. Except for annual grants to non-employee directors described below, the equity awards
typically vest ratably over five years from the date of the grant. Each non-employee director of the Company receives an annual award of options to purchase 7,500 shares of common stock as of the date of the annual shareholders meeting. Under each
grant agreement, the options vest ratably over a three-year period and have an exercise price equal to the fair market value of the common stock on the date of grant. All outstanding grants vest upon a change in control of the Company. Options
granted under this Plan expire no later than ten years after the date granted or sooner in the event of death, disability, retirement, or termination of employment. As of September 30, 2009 and 2008, options to purchase 586,350 and 308,500
shares, respectively, were outstanding, and 342,850 and 620,700 shares, respectively, were available to be granted as options or restricted stock under this Plan.

The 2009 Stock Compensation Plan

The 2009 Stock Compensation Plan is designed to
further the interests of the Company and its shareholders by providing incentives in the form of incentive or non-qualified stock options or restricted stock grants to key employees and non-employee directors who contribute materially to the success
and profitability of the Company. Under this Plan, restricted stock grants are not considered outstanding options upon grant but are considered issued and outstanding stock. Any forfeited restricted stock awards are considered to be available for
grant. Except for annual grants to non-employee directors described above, the equity awards typically vest ratably over five years from the date of the grant. All outstanding grants vest upon a change in control of the Company. Options granted
under this Plan expire no later than ten years after the date granted or sooner in the event of death, disability, retirement, or termination of employment. At the Companys annual meeting of shareholders on May 21, 2009, the shareholders
approved the 2009 Stock Compensation Plan and authorized 600,000 shares available for grant under the Plan. As of September 30, 2009, there were no options outstanding under this Plan.

The following table summarizes option and restricted stock grant activity from January 1, 2009 through September 30, 2009:



|                                          |  |                          |   |  |                    |   |  |                              |       |                                         |     
|----------------------------------------- |  | ------------------------ | - |  | ------------------ | - |  | ---------------------------- | ----- | --------------------------------------- | ----
|                                          |  | SharesAvailablefor Grant |   |  | OptionsOutstanding |   |  | WeightedAverageExercisePrice |       | WeightedAverageRemainingContractualLife
|                                          |  |                          |   | 
|Balance at December 31, 2008              |  | 553,700                  |   |  | 1,106,400          |   |  | $                            | 6.18  |                                         | 6.85
|                                          |  |                          |   | 
|Options authorized                        |  | 600,000                  |   |  |                   |   |  |                              |      |                                         |     
|Options expired                           |  | 52,500                   |   |  | (146,900           | ) |  |                              | 10.42 |                                         |     
|Options granted                           |  | (325,350                 | ) |  | 325,350            |   |  |                              | 1.20  |                                         |     
|Options and restricted stock forfeited    |  | 72,000                   |   |  | (80,600            | ) |  |                              | 4.07  |                                         |     
|Options exercised                         |  |                         |   |  |                   |   |  |                              |      |                                         |     
|                                          |  |                          |   |  |                    |   |  |                              |       |                                         |     
|                                          |  |                          |   | 
|Balance at September 30, 2009             |  | 952,850                  |   |  | 1,204,250          |   |  | $                            | 4.46  |                                         | 7.31
|                                          |  |                          |   |  |                    |   |  |                              |       |                                         |     
|                                          |  |                          |   | 
|Options exercisable at September 30, 2009 |  |                         |   |  | 504,200            |   |  | $                            | 6.58  |                                         | 5.34
|                                          |  |                          |   |  |                    |   |  |                              |       |                                         |     

In February 2008, the Company granted 25,000 shares of restricted stock and options
to purchase 150,000 shares of common stock to the Companys Chief Executive Officer. The option award vests evenly over a three-year period. The 25,000 shares of restricted stock vest entirely on the earlier of the third anniversary date from
the date of grant or upon involuntary termination.



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The weighted-average grant date fair value of options granted during the nine months ended
September 30, 2009 and 2008 was $1.03 and $2.96, respectively. As of September 30, 2009, there was $675,000 of unrecognized compensation cost related to non-vested options and restricted stock that is expected to be recognized over a
weighted average period of 1.05 years. The total fair value of options and restricted stock vested during the three months ended September 30, 2009 and 2008 was $157,000 and $225,000, respectively. The total fair value of options and restricted
stock vested during the nine months ended September 30, 2009 and 2008 was $500,000 and $686,000, respectively.

The
Company consistently used the binomial model for estimating the fair value of options granted during the nine months ended September 30, 2009 and 2008. The Company used historical data to estimate the option exercise and employee departure
behavior used in the binomial valuation model. The expected term of options granted is derived from the output of the option pricing model and represents the period of time that options granted are expected to be outstanding. The risk-free rates for
periods within the contractual term of the options are based on the U.S. Treasury stripped coupon interest in effect at the end of the quarter. Because the binomial valuation model accommodates multiple input values, the risk free interest rates and
expected term rates used in calculating the fair value of the options are expressed in ranges.

Following are the
weighted-average and range assumptions, where applicable, used for each respective period:



|                                     |                   |                    |   |                   |                    |   |                   |                    |   |                   |                    |  
|------------------------------------ | ----------------- | ------------------ | - | ----------------- | ------------------ | - | ----------------- | ------------------ | - | ----------------- | ------------------ | -
|                                     |                   | Three Months Ended |   |                   | Nine Months Ended  |  
|                                     | September 30,2009 |                    |   | September 30,2008 |                    |   | September 30,2009 |                    |   | September 30,2008 |                   
|                                     | (Binomial)        |                    |   | (Binomial)        |                   
|                                     |                   |                    |   |                  
|Expected dividend yield              |                   | 0.0                | % |                   | 0.0                | % |                   | 0.0                | % |                   | 0.0                | %
|Risk-free interest rate              |                   | 1.13 to 3.57       | % |                   | 1.55 to 4.02       | % |                   | 1.10 to 3.75       | % |                   | 1.55 to 4.34       | %
|Weighted-average expected volatility |                   | 108.7              | % |                   | 67.8               | % |                   | 104.9 to 108.7     | % |                   | 65.1 to 68.2       | %
|Expected term                        |                   | 2.47 to 8.77 years |   |                   | 1.82 to 9.46 years |   |                   | 2.47 to 8.77 years |   |                   | 1.82 to 9.46 years |  
|Respective service period            |                   | 3-5 years          |   |                   | 3-5 years          |   |                   | 3-5 years          |   |                   | 3-5 years          |  

Restricted Stock Awards

In 2006, the Company granted unvested common stock awards (restricted stock) to certain key employees pursuant to the 2004 Stock Compensation Plan. The shares will vest ratably over five
years.

The restricted stock awards granted in 2006 were accounted for using the measurement and recognition principles of ASC
718. Compensation for restricted stock awards is measured at fair value on the date of grant based on the number of shares expected to vest and the quoted market price of the Companys common stock. Compensation cost for all awards will be
recognized in earnings, net of estimated forfeitures, on a straight-line basis over the requisite service period.

The Company
recorded $20,000 and $28,000, respectively, in compensation expense related to the restricted stock that vested during the three months ended September 30, 2009 and 2008, respectively. The Company recorded $62,000 and $79,000, respectively, in
compensation expense related to the restricted stock that vested during the nine months ended September 30, 2009 and 2008, respectively. As of September 30, 2009 and 2008, there was $106,000 and $256,000, respectively, of total
unrecognized compensation cost related to restricted stock awards granted under the Plan. Unrecognized compensation cost of $56,000 related to the 2004 Stock Compensation Plan is expected to be recognized over a period of 1.25 years while
unrecognized compensation cost of $50,000 related to the option grant to the Companys Chief Executive Officer is expected to be recognized over a period of 1.50 years.



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Recently Issued Financial Accounting Standards

In June 2009, the Financial Accounting Standards Board (FASB) issued a standard that established the FASB Accounting
Standards Codification (ASC) and amended the hierarchy of generally accepted accounting principles (GAAP) such that the ASC became the single source of authoritative nongovernmental U.S. GAAP. The ASC did not
change current U.S. GAAP, but was intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All previously existing accounting standard documents were
superseded and all other accounting literature not included in the ASC is considered non-authoritative. New accounting standards issued subsequent to June 30, 2009 are communicated by the FASB through Accounting Standards Updates
(ASU). For the Company, the ASC was effective July 1, 2009. This standard did not have an impact on the Companys results of operations or financial condition. However, throughout the notes to the financial statements
references that were previously made to various former authoritative U.S. GAAP pronouncements have been changed to coincide with the appropriate section of the ASC.

In August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair Value, which provides additional guidance on how companies should measure liabilities at fair value under
ASC 820. The ASU clarifies that the quoted price for an identical liability should be used. However, if such information is not available, an entity may use, the quoted price of an identical liability when traded as an asset, quoted prices for
similar liabilities or similar liabilities traded as assets, or another valuation technique (such as the market or income approach). The ASU also indicates that the fair value of a liability is not adjusted to reflect the impact of contractual
restrictions that prevent its transfer and indicates circumstances in which quoted prices for an identical liability or quoted price for an identical liability traded as an asset may be considered level 1 fair value measurements. For the Company,
this ASU is effective October 1, 2009. The Company is currently evaluating the impact of this standard, but does not expect it to have a material impact on its results of operations or financial condition.

The Company adopted, ASC Topic 855 Subsequent Eventsin the second quarter of 2009. ASC Topic 855 establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Although there is new terminology, the standard is based on the same principles as those that
previously existed. We have evaluated all subsequent events through November 16, 2009, the date the financial statements were issued.

NOTE C  INCOME TAX

ASC Topic 740, Income Taxes, requires a valuation allowance to reduce reported
deferred tax assets if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, an allowance of $2.1 million and $1.3 million,
respectively, has been established at September 30, 2009 and December 31, 2008 to reduce the deferred tax assets to the amount that will more likely than not be realized. The change in valuation allowance for the nine months ended
September 30, 2009 of $0.8 million is attributable to the operating loss incurred during the nine-month period this year.

NOTE D
 NOTES PAYABLE

On August 7, 2008, the Company entered into a three-year $24.3 million credit facility with a
financial institution. The credit facility includes a revolving loan of up to $20 million for working capital, letters of credit, capital expenditures and other purposes, and a $4.3 million term loan. Actual amounts available under the revolving
loan are determined by a defined borrowing base, which primarily relates to outstanding receivables, inventories and reusable surgical products. As a result of the borrowing base calculation as of September 30, 2009, the Company had $19.3
million available for advances of which the Company had used $10.9 million of the revolving loan, including $6.5 million of advances, $2.2 million of availability for letters of credit to support the Companys bonds and self-insurance policies
and $2.2 million maintained as a required reserve. As a result, at September 30, 2009, the Company had excess availability of $8.4 million. As of



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September 30, 2009, the Company had $4.1 million outstanding on the term loan, which is classified as a mortgage payable. The term loan amortizes based on a 20-year schedule, with the
remaining principal balance due on the expiration date of the facility, which is August 7, 2011.

The credit facility is
secured by substantially all of the Companys assets. As amended pursuant to the Waiver and Amendment No. 1 to Loan Agreement described below, the interest rate on the revolving loan varies between 150 and 275 basis points over LIBOR or
150 basis points over the Prime Rate, depending on excess availability under the facility. Interest on the term loan varies between 200 and 300 basis points over LIBOR or 175 basis points over the Prime Rate. The type of interest rate is an election
made periodically by the Company. As of September 30, 2009, $4.0 million of the outstanding revolving loan balance was based on LIBOR plus 2.25% (2.875% at July 19, 2009) and the remaining outstanding balance of $2.5 million was at the
Prime Rate of 3.25%. As of September 30, 2009, $4.0 million of the outstanding term loan was based on LIBOR plus 2.25% (3.0% as of August 5, 2009) and the remaining outstanding balance of $100,000 was at the Prime Rate of 3.25%.

The credit facility requires the Company to comply with (a) a minimum tangible net worth of $39.5 million from the
closing date through September 30, 2009, and $40.0 million thereafter, (b) a minimum annual EBITDA requirement, measured monthly, of $5 million during the 12 months ending July 31, 2008, increasing incrementally to $7.5 million on
May 31, 2009, and (c) beginning June 30, 2009, a fixed charge coverage ratio of 0.85 to 1.0, increasing incrementally to 1.10 to 1.0 on December 31, 2009, and continuing thereafter, as those covenants are defined in the credit
facility. The credit facility includes typical provisions restricting the Company from paying dividends, incurring additional debt, making loans and investments, encumbering its assets, entering into a business outside of current operations, or
entering into certain merger, consolidation, or liquidation transactions. The Company did not satisfy the tangible net worth ratio covenant required by the credit facility for the third quarter of 2009. Pursuant to a Waiver and Amendment No. 1
to Loan and Security Agreement dated November 13, 2009, the financial institution waived the requirement to meet this covenant as of September 30, 2009.



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NOTE E  LOSS PER SHARE

The following table sets forth the Companys computation of basic and diluted loss per share:



|                                                       |                                                   |                    |        |                   |                   |   |                   |   |  |                   |        |   |  |   |        |  
|------------------------------------------------------ | ------------------------------------------------- | ------------------ | ------ | ----------------- | ----------------- | - | ----------------- | - |  | ----------------- | ------ | - |  | - | ------ | -
|                                                       |                                                   | Three Months Ended |        |                   | Nine Months Ended |  
|                                                       | September 30,2009                                 |                    |        | September 30,2008 |                   |   | September 30,2009 |   |  | September 30,2008 |       
|                                                       | (In thousands, except per share data) (unaudited) |                   
|Basic                                                  |                                                   |                    |        |                   |                   |   |                   |   |  |                   |        |   |  |   |        |  
|Numerator:                                             |                                                   |                    |        |                   |                   |   |                   |   |  |                   |        |   |  |   |        |  
|Net loss                                               |                                                   | $                  | (1,755 | )                 |                   | $ | (173              | ) |  | $                 | (3,353 | ) |  | $ | (1,857 | )
|                                                       |                                                   |                    |        |                   |                   |   |                   |   |  |                   |        |   |  |   |        |  
|                                                       |                                                   |                    |        |                  
|Denominator:                                           |                                                   |                    |        |                   |                   |   |                   |   |  |                   |        |   |  |   |        |  
|Weighted average shares outstanding                    |                                                   |                    | 6,464  |                   |                   |   | 6,387             |   |  |                   | 6,464  |   |  |   | 6,386  |  
|                                                       |                                                   |                    |        |                   |                   |   |                   |   |  |                   |        |   |  |   |        |  
|                                                       |                                                   |                    |        |                  
|Loss per common share, basic                           |                                                   | $                  | (0.27  | )                 |                   | $ | (0.03             | ) |  | $                 | (0.52  | ) |  | $ | (0.29  | )
|                                                       |                                                   |                    |        |                   |                   |   |                   |   |  |                   |        |   |  |   |        |  
|                                                       |                                                   |                    |        |                  
|Diluted                                                |                                                   |                    |        |                   |                   |   |                   |   |  |                   |        |   |  |   |        |  
|Numerator:                                             |                                                   |                    |        |                   |                   |   |                   |   |  |                   |        |   |  |   |        |  
|Net loss                                               |                                                   | $                  | (1,755 | )                 |                   | $ | (173              | ) |  | $                 | (3,353 | ) |  | $ | (1,857 | )
|                                                       |                                                   |                    |        |                   |                   |   |                   |   |  |                   |        |   |  |   |        |  
|                                                       |                                                   |                    |        |                  
|Denominator:                                           |                                                   |                    |        |                   |                   |   |                   |   |  |                   |        |   |  |   |        |  
|Weighted average shares outstanding                    |                                                   |                    | 6,464  |                   |                   |   | 6,387             |   |  |                   | 6,464  |   |  |   | 6,386  |  
|Effect of dilutive securities - employee stock Options |                                                   |                    |       |                   |                   |   |                  |   |  |                   |       |   |  |   |       |  
|                                                       |                                                   |                    |        |                   |                   |   |                   |   |  |                   |        |   |  |   |        |  
|                                                       |                                                   |                    | 6,464  |                   |                   |   | 6,387             |   |  |                   | 6,464  |   |  |   | 6,386  |  
|                                                       |                                                   |                    |        |                   |                   |   |                   |   |  |                   |        |   |  |   |        |  
|                                                       |                                                   |                    |        |                  
|Loss per common share, diluted                         |                                                   | $                  | (0.27  | )                 |                   | $ | (0.03             | ) |  | $                 | (0.52  | ) |  | $ | (0.29  | )
|                                                       |                                                   |                    |        |                   |                   |   |                   |   |  |                   |        |   |  |   |        |  

Options to purchase 999,913 and 1,168,382 shares of common stock for the three and
nine months ended September 30, 2009, respectively, were not included in the computation of diluted earnings per common share, because the assumed proceeds per share were greater than the average market price, and therefore, were antidilutive.
Options to purchase 1,046,290 and 1,028,918 shares of common stock for the three and nine months ended September 30, 2008, respectively, were not included in the computation of diluted earnings per common share, because the assumed proceeds per
share were greater than the average market price, and therefore, were antidilutive. There were no options with a dilutive effect due to assumed proceeds per share less than the average market price for the three and nine months ended
September 30, 2009 and 2008.

NOTE F  THIRD QUARTER ADJUSTMENTS

Reusable Surgical Product Loss and Accrued Liabilities

As part of the Companys effort to reduce its loss and scrap costs, the Company performed additional operational reviews of its reusable surgical products usage during the third quarter ended
September 30, 2009, resulting in identification of additional losses that were not known at January 1, 2009. Additionally, account analyses were conducted on accrued liability accounts resulting in identification of costs recognized in
periods prior to January 1, 2009 for which a liability did not exist. The amount of the adjustments related to periods prior to January 1, 2009 that were recognized in the three month period ended September 30, 2009 resulted in an
increase in cost of revenues and a decrease in selling and administrative expenses totaling approximately $591,000 and $82,000, respectively. During the three months ended September 30, 2009, the Company also recognized, in cost of revenues,
reusable surgical product losses of $181,000, for costs incurred during the six months ended June 30, 2009. There were no income tax effects related to these adjustments.



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The above costs recognized in the three months ended September 30, 2009 that were
incurred in prior periods are principally associated with reusable surgical product losses. As a result of a system error, the Companys information system did not identify certain products as lost. Reusable surgical products that are tracked
using RFID technology are expensed if not returned to the Company by a customer within 210 days. However, when new tracking mechanisms were employed in an earlier period to better control the location of product, the system was not properly updated
to record lost product for certain locations. As a result, the Company incurred but did not recognize losses in earlier periods resulting in the estimate of lost products to be understated as discussed above.

The Company reviewed the effect of the above errors on prior periods and determined that (a) the errors did not materially affect the
financial statements of prior periods (which errors date back to 2005); and (b) the errors did not have a material effect on the financial statements for the first or second quarters of the current fiscal year. Because the Company also
concluded that the amounts were not material to the year ending December 31, 2009, the Company has recorded these adjustments during the quarter ended September 30, 2009.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis should be read with our financial statements and the notes thereto included elsewhere in this
report. This discussion and analysis contains trend analysis and might contain forward-looking statements. These statements are based on current expectations, and actual results might differ materially. Among the factors that could cause actual
results to vary are those described in Critical Accounting Policies and Risk Factors included in this report. The accompanying Managements Discussion and Analysis should be read in conjunction with the Managements
Discussion and Analysis included in the Companys Form 10-K for the year ended December 31, 2008, filed with the SEC. We do not undertake to update our forward-looking statements.

Overview

We provide
daily processing, assembly and delivery of reusable and disposable products and instruments through our state-of-the-art, FDA-regulated service centers. Our integrated closed-loop process starts with daily delivery of reusable and
disposable surgical supplies and instruments to healthcare providers. After use, we pick up the reusable textiles, basins and instruments used in surgery and return them to our processing facilities. Used products arriving at our processing
facilities are sorted, cleaned, inspected, packaged, sterilized, and shipped back to the healthcare providers. In addition, we manage the instrumentation and supply chain of hospitals, surgery centers and operating rooms and their central
sterilization facilities.

We believe our facilities are strategically situated to capitalize on future market opportunities.
These facilities have significant available capacity to access more of the national market.

We derive our revenue from the
sale and servicing of reusable and disposable surgical products and instruments and the management of our customers supply chain and central sterilization functions. Reusable products include linens (gowns, towels and drapes) and basins
(stainless steel cups, carafes, trays and basins). Disposable accessory packs supplement the reusable products with highly customizable components. We sell our products and services through a direct sales force located throughout most of the major
markets in the United States. Our revenue growth is primarily determined by the number of customers, the number and type of surgical procedures that we service for each customer, and pricing for our various types of surgical packs and procedures.
Revenues are recognized as the agreed upon products and services are delivered, generally daily.We incur most of our cost of revenues from processing the reusable surgical products and instruments at our processing facilities.

In November 2008, we signed a five-year Supply and Co-Marketing Agreement (the Co-Marketing Agreement) with
Cardinal Health 200, Inc. (Cardinal), an affiliate of Cardinal Health, Inc. As a result of the agreement, we appointed Cardinal as our exclusive provider of disposable surgical products. Under this agreement, the companies market an
environmentally friendly combined reusable pack (produced by us) and disposable surgical pack (produced by Cardinal) called the Hybrid Preference PackTM. The Co-Marketing Agreement gives us an opportunity to focus on our core strengths: reusable surgical products,
instrumentation and management of central sterilization and supply chain activities. The Co-Marketing Agreement gives our environmentally friendly solution greater reach and visibility throughout the healthcare market. It brings together the
strengths of two organizations that are market leaders in their segments for a more efficient and effective delivery of healthcare solutions.

Most of our surgical instrument supply arrangements with customers use instruments owned by Aesculap, Inc. (Aesculap), which receives an agreed upon fee for each procedure based on the number
and kinds of procedures performed with its instruments and the number and combination of instruments used for each procedure. This arrangement allows us to limit our cost of capital for instrument programs. In addition to the Aesculap-owned
instruments, we purchase surgical instruments from other vendors to service customers who have requirements that Aesculap cannot fulfill. We expect our instrument inventory will continue to grow to accommodate growth in our instrument business. We
estimate that our expenditures in 2009 for instrument inventory will be approximately $1.3 million.

Our profitability is
primarily determined by our revenues, the efficiency with which we deliver products and services to customers, and our ability to control our costs. We incurred operating and net losses for our nine month period ended September 30, 2009 and for
the year ended December 31, 2008, as we



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experienced lower margins. In the current economic environment, we continue to see a decline in the number of elective procedures performed. We expect this trend will continue until the economic
environment improves. We continue to see growth in our ReadyCase® case cart management system (combining
instruments, reusable textiles and disposable products). We are encountering compressed margins, primarily as a result of industry pricing trends, along with increased product loss, higher instrument labor and instrument supply costs, as well as
higher amortization expense associated with owned instruments, partially offset by lower fuel costs. During the three months ended September 30, 2009, we recognized net expenses of $509,000 and $181,000 primarily for losses of reusable surgical
products before this year and for the six months ended June 30, 2009, respectively, that were not captured by our reporting systems. We implemented remediation controls designed to help ensure that all losses of this kind are tracked and
recorded when incurred in accordance with our accounting policies. With these remedial controls, we do not expect these tracking issues to recur in future periods. See Note F Third Quarter Adjustments to our unaudited financial
statements accompanying this report.

Under the terms of the Co-Marketing Agreement with Cardinal, we received a $1 million
payment in January 2009, which is included in other accrued expenses, to partially reimburse us for expenses incurred for marketing, opening depots in territories not currently being served by us, and to close our disposable products assembly plant.
We closed our products assembly plant in January 2009 and have offset costs totaling $293,000 against this payment, which is included in cost of revenues in the statements of operations. Additionally during the three and nine months ended
September 30, 2009, we incurred other costs, including marketing related expenses, training and management sessions, and added personnel, associated with the transition to the Co-Marketing Agreement totaling $86,000 and $257,000, respectively,
that have also been offset against the payment received from Cardinal and are included in selling and administrative expenses in the statements of operations.

Our principal strategic opportunity to improve our operating results is to capitalize on our service capabilities and
considerable infrastructure by leveraging our current relationships with existing customers and adding new customers. We continue to focus on introducing our current and potential new customers to our physician-specific ReadyCase® case cart management system, which has been our principal source of new sales. In addition, the relationship with
Cardinal to jointly market and distribute the Hybrid Preference PackTMwill allow us to focus on our core strengths and should allow us a greater reach for our environmentally friendly solution, as well as visibility throughout the healthcare market.

Critical Accounting Policies

The preparation of our financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions, and estimates that affect
the amounts reported in our financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. We believe that these estimates and
assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We identified the following critical accounting policies that affect the more significant judgments, assumptions and estimates
used in preparing our financial statements.

Allowance for Doubtful Accounts.Our allowance for doubtful accounts is
based on our assessment of the collectibility of specific customer accounts, the overall aging of the balances, and the financial stability of the customer. The use of different estimates or assumptions could produce different allowance balances. If
a major customers creditworthiness deteriorates or customer defaults run at a rate higher than historical experience, we would be required to increase this allowance, which could adversely affect our results of operations.

Reserves for Shrinkage, Obsolescence, and Scrap for Reusable Surgical Products and Instruments.We determine our reserves for
shrinkage and obsolescence of our reusable surgical products and instruments based on historical experience. Any linen products not scanned by our RFID system for a 210-day period are considered lost and written off. We determine our reserve for
scrap based upon quality assurance standards and historical evidence. We periodically verify the quantity of other reusable surgical products by counting and by applying observed turn rates. A third party, Aesculap, owns most of the surgical
instruments that we use. We base our reserve for owned surgical instrument losses on our assessment of our historical loss



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experience, including periodic physical counts. Using different estimates or assumptions could produce different reserve balances for our reusable products and instruments. We review this reserve
quarterly. If actual shrinkage, obsolescence or scrap differs from our estimates, our reserve would increase or decrease accordingly, which could adversely affect our results of operations.

Reserves for Shrinkage and Obsolescence for Inventories. We determine our reserves for shrinkage and obsolescence of our inventories
based on historical data, including the results of cycle counts performed during the year and the evaluation of the aging of reusable and disposable surgical products and instruments. Using different estimates or assumptions could produce different
reserve balances. We review this reserve quarterly. If actual losses differ from our estimates, our reserve would increase or decrease accordingly, which could adversely affect our results of operations.

Amortization of Reusable Surgical Products and Instruments.Our reusable surgical products are stated at cost. We amortize linens and
basins on a basis similar to the units of production method. Estimated useful lives for each product are based on the estimated total number of available uses for each product. The expected total available usage for our linen products using the
three principal fabrics (accounting for approximately 74% of the reusable surgical products) is 75, 100, and 125 uses, based on several factors, including our actual historical experience with these products. We believe our RFID technology enables
us to evaluate the useful lives of linen products more often. Basins are amortized over their estimated useful life, which ranges from 25 to 200 uses. We amortize owned surgical instruments on the straight-line method based on a four-year useful
life. If our actual use experience with these products is shorter than these assumptions, our amortization rates for reusable products and instruments would increase, which could adversely affect our results of operations.

Health Insurance Reserves. We offer employee benefit programs including health insurance to eligible employees. We retain a liability
up to $85,000 annually for each health insurance claim. Our policy has an estimated annual aggregate liability limit of $3.3 million. We accrue health insurance costs using estimates to approximate the liability for reported claims and claims
incurred but not reported. Using different estimates or assumptions could produce different reserve balances. If actual claim results exceed our estimates, our health insurance reserve would increase, which could adversely affect our results of
operations.

Workers Compensation Insurance Reserve. Our workers compensation insurance program is a large
dollar deductible, self-funded plan. We retain a liability of $250,000 for each claim occurrence. Our policy has an annual aggregate liability limit of $1.5 million. We base our reserve on historical claims experience and reported claims. We accrue
workers compensation insurance costs using estimates to approximate the liability for reported claims and claims incurred but not reported. We review this reserve quarterly. If actual claims differ from our estimates, the reserve would
increase or decrease accordingly, which could adversely affect our results of operations.

Income Taxes. Our effective
tax rate is based on expected income and statutory tax rates in the various jurisdictions in which we operate. Significant judgment is required in determining our effective tax rate and evaluating our tax positions. This rate is applied to our
quarterly operating results. Income taxes have been provided using the liability method in accordance with ASC Topic 740, Income Taxes, In accordance with ASC 740, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in operations in the period that includes the
enactment date of the rate change. The tax benefits must be reduced by a valuation allowance in certain circumstances. Realization of the deferred tax benefits is dependent on generating sufficient taxable income prior to expiration of any net
operating loss carry-forwards. We periodically review deferred tax assets for recoverability, and provide valuation allowances as necessary.

Stock-Based Compensation.In accordance with the ASC Topic 718, Share-Based Payments, we recognize stock-based compensation expense in our statements of operations. We have elected to use
the binomial model to determine the fair value of our issued options. Option pricing models require the input of subjective assumptions, including the expected life of the option, the price volatility of the underlying stock,



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expected interest rates and forfeitures. If actual results differ significantly from our assumptions, stock-based compensation could increase or decrease. For further discussion of our
stock-based compensation, see Note B-Summary of Significant Accounting PoliciesStock-Based Compensation to the financial statements.

Recently Issued Financial Accounting Standards

The Company adopted, ASC Topic 855, Subsequent Events,in the second quarter of 2009. ASC Topic 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Although
there is new terminology, the standard is based on the same principles as those that previously existed. We have evaluated all subsequent events through November 16, 2009, the date the financial statements were issued.

In August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair Value, which provides additional guidance on
how companies should measure liabilities at fair value under ASC 820. The ASU clarifies that the quoted price for an identical liability should be used. However, if such information is not available, a entity may use, the quoted price of an
identical liability when traded as an asset, quoted prices for similar liabilities or similar liabilities traded as assets, or another valuation technique (such as the market or income approach). The ASU also indicates that the fair value of a
liability is not adjusted to reflect the impact of contractual restrictions that prevent its transfer and indicates circumstances in which quoted prices for an identical liability or quoted price for an identical liability traded as an asset may be
considered level 1 fair value measurements. For the Company, this ASU is effective October 1, 2009. The Company is currently evaluating the impact of this standard, but would not expect it to have a material impact on its results of operations
or financial condition.

Results of Operations

We operate on a 52-53 week fiscal year ending the Sunday nearest December 31. The unaudited financial statements are reflected as of September 30, 2009 and 2008 for presentation purposes only.
The actual end of each period was September 27, 2009 and September 28, 2008, respectively. There are 39 weeks included for each of the nine month periods ended September 30, 2009 and 2008.

The following table sets forth for the periods shown the percentage of revenues represented by certain items reflected in our statements of
income:



|                                    |      |                                 |    |      |                                |    |      |       |    |      |       |   
|----------------------------------- | ---- | ------------------------------- | -- | ---- | ------------------------------ | -- | ---- | ----- | -- | ---- | ----- | --
|                                    |      | Three Months EndedSeptember 30, |    |      | Nine Months EndedSeptember 30, |   
|                                    | 2009 |                                 |    | 2008 |                                |    | 2009 |       |    | 2008 |      
|                                    |      |                                 |    |     
|Revenues                            |      | 100.0                           | %  |      | 100.0                          | %  |      | 100.0 | %  |      | 100.0 | % 
|Cost of revenues                    |      | 83.0                            |    |      | 77.8                           |    |      | 80.1  |    |      | 77.8  |   
|                                    |      |                                 |    |      |                                |    |      |       |    |      |       |   
|Gross profit                        |      | 17.0                            |    |      | 22.2                           |    |      | 19.9  |    |      | 22.2  |   
|                                    |      |                                 |    |     
|Distribution expenses               |      | 7.0                             |    |      | 7.7                            |    |      | 6.9   |    |      | 7.5   |   
|Selling and administrative expenses |      | 16.6                            |    |      | 14.2                           |    |      | 17.2  |    |      | 16.6  |   
|                                    |      |                                 |    |      |                                |    |      |       |    |      |       |   
|(Loss) income from operations       |      | (6.6                            | )  |      | 0.3                            |    |      | (4.2  | )  |      | (1.9  | ) 
|                                    |      |                                 |    |     
|Interest expense                    |      | 0.6                             |    |      | 1.3                            |    |      | 0.7   |    |      | 1.1   |   
|Other income                        |      | (0.4                            | )  |      | (0.4                           | )  |      | (0.4  | )  |      | (0.4  | ) 
|                                    |      |                                 |    |      |                                |    |      |       |    |      |       |   
|                                    |      |                                 |    |     
|Loss before income taxes            |      | (6.8                            | )  |      | (0.6                           | )  |      | (4.5  | )  |      | (2.6  | ) 
|                                    |      |                                 |    |     
|Income tax expense (benefit)        |      | 0.4                             |    |      | 0.1                            |    |      | 0.2   |    |      |      |   
|                                    |      |                                 |    |      |                                |    |      |       |    |      |       |   
|                                    |      |                                 |    |     
|Net loss                            |      | (7.2                            | )% |      | (0.7                           | )% |      | (4.7  | )% |      | (2.6  | )%
|                                    |      |                                 |    |      |                                |    |      |       |    |      |       |   



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Three and Nine Months Ended September 30, 2009 Compared to Three and Nine Months Ended
September 30, 2008

Revenues. Revenues increased $161,000, or 0.7%, to $24.1 million for the three
months ended September 30, 2009, compared to $24.0 million for the three months ended September 30, 2008. For the nine months ended September 30, 2009, revenues decreased $378,000, or 0.5% to $72.7 million compared to $73.0 million
for the nine months ended September 30, 2008. The increase in revenues for the three months ended September 30, 2009 is due to the increase in our management of instrumentation and central sterilization department service offering. The
decrease in revenues in the nine months ended September 30, 2009 is primarily attributable to a reversal of an accrued customer discount of $440,000 in June 2008 that was not realized.

Gross Profit. Gross profit decreased $1,224,000 and $1,737,000 for the three months and nine months ended September 30,
2009, respectively, as compared to the same periods in the prior year. As a percentage of revenues, gross profit decreased by 5.2% and 2.3% for the three months and nine months ended September 30, 2009, respectively, as compared to the same
periods in the prior year. For the three and nine months ended September 30, 2009, the decrease in gross profit percentage was primarily due to our reusable surgical product loss being higher than normal in our Tampa facility, as well as the
product loss that was not previously captured by our information system. See Note F Third Quarter Adjustments to our unaudited financial statements accompanying this report. We also continue to experience higher instrument labor
and instrument supply costs, as well as higher depreciation expense on our owned instruments. Additionally, the gross profit for the nine months ended September 30, 2008 was favorably impacted by the reversal of an accrued customer discount of
$440,000 that was not realized.

Distribution Expenses. Distribution expenses for the three months ended
September 30, 2009 decreased $160,000 to $1.7 million (7.0% of revenues) compared to $1.9 million (7.7% of revenues) for the three months ended September 30, 2008. For the nine months ended September 30, 2009 and 2008, distribution
expenses were $5.0 million (6.9% of revenues) and $5.5 million (7.5% of revenues), respectively. The decrease in distribution expenses for the three and nine months ended September 30, 2009 when compared to the prior year is primarily due to
lower vehicle fuel costs.

Selling and Administrative Expenses. Selling and administrative expenses increased
$606,000, or 17.9%, to $4.0 million for the three months ended September 30, 2009 compared to $3.4 million for the same period in the prior year. Selling and administrative expenses for the nine months ended September 30, 2009 and 2008
were $12.5 million and $12.0 million, respectively. Selling and administrative expenses for the three and nine months ended September 30, 2009 were higher than the prior year primarily as a result of a reduction in the provision for doubtful
accounts in 2008, as well as higher marketing costs and bank fees. In the third quarter of 2008, we reduced our provision for doubtful accounts by $423,000 after a customer made significant steps to bring its account current.

Interest Expense. Interest expense for the three months ended September 30, 2009 was $151,000 compared to $302,000 for
the three months ended September 30, 2008. For the nine months ended September 30, 2009, interest expense decreased $357,000, or 42.9% to $475,000 compared to the same period in the prior year. The decrease for both the three months and
nine months ended September 30, 2009 is due to lower average outstanding balances under our line of credit agreement and generally lower interest rates. During the third quarter of 2009, we converted $4.0 million of our outstanding line of
credit and $4.0 million of our term loan to a LIBOR Rate which had a lower interest rate compared to the Prime Rate.

Other Income. Other income was $90,000 and $276,000 for the three and nine months ended September 30, 2009, respectively, essentially the same as both prior year periods. Other income is primarily rental income. Effective
March 1, 2007, we entered into an agreement to lease to a third party a portion of our corporate headquarters under the terms of a non-cancelable operating lease.



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Income Tax Expense (Benefit).Our effective tax rate is based on expected
income and statutory tax rates in the various jurisdictions in which we operate and the need for valuation allowance adjustments. Income taxes are a function of our net income (loss) and effective tax rate. The effective tax rate for the three
months ended September 30, 2009 was 6.2% compared to 29.1% for the three months ended September 30, 2008. For the nine months ended September 30, 2009, the effective tax rate was 4.2% compared to 0.4% for the nine months ended
September 30, 2008. The effective tax rate in the three months and nine months ended September 30, 2009 when compared to the prior year is primarily attributable to the level of losses incurred during the period in relation to the
allowance recorded to reduce certain deferred tax assets to the amount that will more likely than not be realized and only recording minimum taxes relating to the various taxing jurisdictions where we are located in 2009. Our effective tax rate may
increase or decrease during the remainder of 2009 depending upon actual results of operations.

Liquidity and Capital Resources

Our principal sources of capital have been cash flows from operations and borrowings under our revolving credit facility. As
of September 30, 2009, we had approximately $328,000 in cash and cash equivalents, compared to approximately $484,000 as of December 31, 2008. In addition, as of September 30, 2009, we had $8.4 million available under our credit
facility, after accounting for amounts outstanding under the credit facility, certain letters of credit principally associated with our bonds payable and a general reserve. Net cash from operations for the nine months ended September 30, 2009
was $7.6 million compared to $8.6 million in the prior year. The decrease in net cash provided by operations during the nine months ended September 30, 2009 is primarily attributable to depreciation and amortization expense of $7.3 million, a
decrease of $1.9 million in our inventories as a result of the transition of the production of our disposable goods to Cardinal under the Co-Marketing Agreement, stock-based compensation expense of $500,000 and a $423,000 increase in employee
related and other accrued expenses, and a decrease in prepaid expenses and other assets of $226,000, partially offset by our net loss of $3.4 million and a $1.2 million increase in accounts receivable.

Net cash used in investing activities during the nine months ended September 30, 2009 was $5.7 million as compared to $7.8 million in
the prior year. Cash used in investing activities during the nine months ended September 30, 2009 is related to purchases of property, plant and equipment and reusable surgical products. We estimate that our expenditures in 2009 for property,
plant and equipment will be approximately $1.2 million and our expenditures in 2009 for reusable surgical products will be approximately $6.5 million, an amount that may fluctuate depending on the growth of our business. We expect instrument
revenues will continue to grow and, as a result, we expect our instrument inventory will continue to grow. We estimate that our expenditures in 2009 for instrument inventory will be approximately $1.3 million.

Net cash used in financing activities in the nine months ended September 30, 2009 was $2.1 million compared to net cash provided by
financing activities of $735,000 in the prior year. Cash used in financing activities was primarily a result of the repayment on our outstanding notes and mortgage, partially offset by our borrowings on our notes payable.

Credit Facility

On
August 7, 2008, we entered into a three-year $24.3 million credit facility (the Credit Facility). The Credit Facility includes a revolving loan of up to $20 million for working capital, letters of credit, capital expenditures, and
other purposes, and a $4.3 million term loan, which replaced a prior mortgage loan on our Tampa headquarters. Actual amounts available under the revolving loan are determined by a defined borrowing base, which primarily relates to outstanding
receivables, inventories and reusable surgical products. As a result of the borrowing base calculation as of September 30, 2009, we had $19.3 million available for advances of which we had used $10.9 million of the revolving loan, including
$6.5 million of advances, $2.2 million of availability for letters of credit to support our bonds and self-insurance policies, and $2.2 million to maintain a required reserve. As of September 30, 2009, we had $4.1 million outstanding on the
term loan, which is classified as a mortgage payable. The term loan amortizes based on a 20-year schedule, with the remaining principal balance due when the Credit Facility expires on August 7, 2011.



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The Credit Facility is secured by substantially all of our assets. As amended pursuant to
the Waiver and Amendment No. 1 to the Loan and Security Agreement described below, the interest rate on the revolving loan varies between 150 and 275 basis points over LIBOR or 150 basis points over the Prime Rate, depending on excess
availability under the facility. Interest on the term loan varies between 200 and 300 basis points over LIBOR or 175 basis points over the Prime Rate. The type of interest rate is an election we make periodically. As of September 30, 2009, $4.0
million of the outstanding revolving loan balance was based on LIBOR plus 2.25% (2.875% as of July 19, 2009) and the remaining outstanding balance of $2.5 million was at the Prime Rate of 3.25%. As of September 30, 2009, $4.0 million of
the outstanding term loan was based on LIBOR plus 2.25% (3.0% as of August 6, 2009) and the remaining outstanding balance of $100,000 was at the Prime Rate of 3.25%.

The Credit Facility requires us to comply with (a) a minimum tangible net worth of $39.5 million from the closing date through September 30, 2009, and $40.0 million thereafter, (b) a
minimum annual EBITDA requirement, measured monthly, of $5 million during the 12 months ending July 31, 2008, increasing incrementally to $7.5 million on May 31, 2009, and (c) beginning June 30, 2009, a fixed charge coverage
ratio of 0.85 to 1.0, increasing incrementally to 1.10 to 1.0 on December 31, 2009, and continuing thereafter. The Credit Facility includes typical provisions restricting us from paying dividends, incurring additional debt, making loans and
investments, encumbering our assets, entering into a business outside our current operations, or entering into certain merger, consolidation or liquidation transactions.

We did not satisfy the tangible net worth ratio covenant for the third quarter of 2009 and do not expect to satisfy this covenant when it is measured for the fourth quarter of this year and the first two
quarters of 2010, unless our lender adjusts the requirement. Pursuant to a Waiver and Amendment No. 1 to Loan and Security Agreement dated November 13, 2009, our lender waived the requirement as of September 30, 2009, and is
considering our request for a waiver of this covenant compliance or adjustment of the covenant for the future periods, but the waiver or an amendment may not be available. See Risk FactorsFailure to comply with certain covenants in
our credit facility could adversely affect our ability to conduct our business. The Waiver and Amendment also increased the margin applicable to Prime Rate loans from a range of zero to 25 basis points to 150 basis points for the revolving
loan and 175 basis points for the term loan.

Bonds and Insurance Financing

We have outstanding public bonds that we issued to fund the construction of two of our reusable processing facilities. Interest expense on
these bonds adjusts based on rates that approximate LIBOR (0.45% at September 30, 2009). Starting in 2004, we began amortizing the bonds through quarterly payments of $165,000. A balloon principal payment of $3.1 million is due on the bonds in
2014. The bonds are secured by the two reusable processing facilities and backed by letters of credit issued by the Credit Facility. The letters of credit must be renewed in January of each year through maturity in 2014.

In October 2008, $6.0 million of the bonds were tendered. The holders of the tendered bonds were paid from draws against the letters of
credit under our Credit Facility, and are reflected as outstanding notes payable until they are remarketed. Under the terms of the indentures relating to the bonds, the tendered bonds can be remarketed at any time prior to their maturity in 2014.
Letters of credit issued by our lenders for amounts totaling $7.2 million secure these bonds; however, only $520,000 of the letters of credit is outstanding as of September 30, 2009 as a result of the bonds being tendered.

We believe that our existing cash and cash equivalents, together with expected cash provided by operations and our new credit facility, will
be adequate to finance our operations for at least the next 12 months, although it is difficult for us to predict our future liquidity needs with certainty.



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|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Our principal exposure to market risk is change in interest rates under our various debt instruments and borrowings. The outstanding balance under our revolving credit facility was approximately $6.5
million as of September 30, 2009. The interest rate on the revolving loan varies between 150 and 275 basis points over LIBOR or between zero and 25 basis points over the Prime Rate, depending on excess availability under the facility. As of
September 30, 2009, $4.0 million of the outstanding revolving loan balance was based on LIBOR plus 2.25% (2.875% as of July 19, 2009) and the remaining outstanding balance was at the Prime Rate of 3.25%. We are subject to changes in our
interest rate on this facility based on fluctuations in interest rates. Assuming an outstanding balance on this facility of $6.5 million, if the Prime and LIBOR Rates increase (decrease) by 100 basis points, our interest payments would increase
(decrease) by $16,250 per quarter.

The outstanding balance under the term loan portion of our credit facility was
approximately $4.1 million as of September 30, 2009. Interest on the term loan varies between 200 and 300 basis points over LIBOR or between zero and 25 basis points over the Prime Rate. The type of interest rate is an election we make
periodically. Assuming an outstanding balance of this facility of $4.1 million, if the Prime and LIBOR Rates increase (decrease) by 100 basis points, our interest payments would increase (decrease) by $10,250 per quarter.

Interest on our bonds that financed two of our facilities is at a rate that approximates LIBOR. We are subject to changes in our interest
expense on these bonds based on fluctuations in interest rates. Assuming an outstanding balance of these bonds of $520,000, if LIBOR were to increase (decrease) by 100 basis points, our interest payments would increase (decrease) by $1,300 per
quarter.

We do not have any other material market risk sensitive instruments.



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Risk Factors

This report, other documents that we publicly disseminate, and oral statements that we make contain or might contain both statements of historical fact and forward-looking statements. Examples of
forward-looking statements include: (a) projections of revenue, earnings, capital structure, and other financial items, (b) statements of our plans and objectives, (c) statements of future economic performance, and
(d) assumptions underlying statements regarding us or our business. The statements set forth below discuss important factors that could cause actual results to differ materially from any forward-looking statements. We assume no obligation to
update these forward-looking statements.

We may need additional capital in the future, which might not be
available.Our business is capital intensive and requires annual capital expenditures for additional surgical products. Should we need or otherwise decide to raise additional funds, we may not be able to obtain financing on favorable terms,
if at all. If we cannot raise funds, if needed, on acceptable terms, we may not be able to develop or enhance our products, take advantage of future opportunities, respond to competitive pressures or unanticipated requirements or otherwise support
our operations. See Managements Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.

Failure to comply with certain covenants in our credit facility could adversely affect our ability to conduct our business.As of September 30, 2009, we had $6.5 million outstanding and
$8.4 million available for borrowings under our credit facility with our bank (the Credit Facility). The Credit Facility contains operating and financial covenants, which restrict, among other things, our ability to pay dividends, incur
more debt, make loans and investments, encumber our assets, enter into a new business, or enter into certain merger, consolidation, or liquidation transactions.

In addition, the Credit Facility requires us to maintain certain financial ratios, including a minimum tangible net worth and a fixed charge coverage ratio. We did not satisfy the tangible net worth ratio
covenant for the third quarter of 2009 and do not expect to satisfy this covenant when it is measured for the fourth quarter of this year and the first two quarters of 2010, unless our lender adjusts the requirement. Our lender has waived the
requirement as of September 30, 2009, and is considering our request for a waiver of this covenant compliance or adjustment of the covenant for the future periods, but the waiver or an amendment may not be available. Our failure to obtain a
covenant waiver or adjustment could adversely affect us.

Our ability to comply with these covenants and financial ratios may
be affected by events beyond our control. A breach of any of the covenants in the Credit Facility could result in an event of default, which, if not cured or waived, could have a material adverse effect on us. In the event of any default under the
Credit Facility, we may be restricted from accessing our revolving credit line and the payment of all outstanding borrowings under the Credit Facility could be accelerated, together with accrued and unpaid interest and other fees. See
Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources.

Recent turmoil in the credit markets and financial services industry could negatively impact our business, results of operations, financial condition or liquidity.The credit markets and the
financial services industry have been experiencing a period of unprecedented turmoil and upheaval characterized by the bankruptcy, failure, collapse or sale of various financial institutions, an unprecedented level of intervention from the United
States federal government and other foreign governments and tighter availability of credit. While the ultimate outcome of these events cannot be predicted, they could have a negative impact on our liquidity and financial condition if our ability to
borrow money to finance operations or obtain credit from creditors were to be impaired.

Bank of America, N.A. is our lender
under the Credit Facility. If Bank of America is adversely affected by the conditions of the U.S. and international capital markets, it may become unable to fund borrowings under its credit commitments to us or otherwise fulfill its obligations
under the Credit Facility, which could have a material and adverse impact on our financial condition and our ability to borrow additional funds, if needed, for working capital, capital expenditures and other corporate purposes.



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Our future growth is dependent on the sales process and market acceptance of our
products and services. Our future performance depends on our ability to maintain and increase revenues from new and existing customers. Our sales process to acquire new customers is typically extended in duration, because of industry factors
such as the approval process in hospitals for purchases from new suppliers, the duration of existing supply contracts, and implementation delays pending termination of a hospitals previous supply relationships. Our future performance also
depends on the market accepting our product and service offerings, which emphasize the supply of reusable surgical products to a market that predominantly uses disposable products. We are also regularly developing new instrument processing programs.
We are subject to a risk that the market will not broadly accept these product offerings, which would adversely affect our revenues and operating results.

The Supply and Co-Marketing Agreement with Cardinal may not be successful.We signed a five-year
Co-Marketing Agreement with an affiliate of Cardinal Health, Inc. The Co-Marketing Agreement appoints Cardinal as our exclusive supplier of disposable products and provides for co-marketing of an environmentally friendly healthcare solution, the
Hybrid Preference PackTM, a reusable and disposable
products pack. The Co-Marketing Agreement requires us to make additional investments in personnel, equipment and programs. If our Hybrid Preference PackTMinitiative is not accepted by the marketplace, it would materially and adversely affect us.

We rely on key suppliers.We rely on Aesculap as our major source of supply of instruments for our instrument processing
programs. Any failure of Aesculap to furnish instruments for any reason could materially and adversely affect our ability to service these programs until we secured one or more alternative suppliers. We had a procurement agreement with Standard
Textile Co., Inc. (Standard Textile) as our supply source for our reusable surgical products through August 2008. We are currently working with Standard Textile on a month-to-month basis until a new agreement can be reached. If Standard
Textile were unable to perform or if we are unable to reach an agreement with Standard Textile or another supplier on favorable terms, we would be materially and adversely affected.

In November 2008, we entered into a Co-Marketing Agreement with Cardinal. The Co-Marketing Agreement appoints Cardinal the exclusive
supplier of disposable products for our customers. As a result of the agreement, we agreed to close our disposable products assembly facility. If the agreement does not provide the results we expect under its terms, we would be materially and
adversely affected.

The loss of a significant customer or purchasing organization could adversely affect our operating
results. During the nine months ended September 30, 2009, hospitals belonging to three group purchasing organizations (GPOs), accounted for approximately 65% of our sales. One customer, a healthcare provider, accounted for
approximately 7% of our revenues for the nine months ended September 30, 2009. Our business with these GPOs is pursuant to short-term agreements, which are subject to renewal from time to time through competitive processes. Although each GPO
member hospital currently makes its purchasing decisions on an individual basis, the loss of a substantial portion of the GPO hospitals business would adversely affect our revenues and results of operations.

Intense competition in the markets in which we operate could adversely affect us. Our business is highly competitive.
Competitors include a number of distributors and manufacturers, as well as the in-house reprocessing operations of hospitals. Certain of our existing and potential competitors possess substantially greater resources than we possess. Some of our
competitors, including Allegiance Corporation (a subsidiary of Cardinal Health, Inc.) and Medline Industries, Inc., serve as the sole supplier of a wide assortment of products to a significant number of hospitals. While we have a substantial array
of surgical products, many of our competitors have a greater number of products for the entire hospital, which in some instances is a competitive disadvantage for us. There is no assurance that we will be able to compete effectively with existing or
potential competitors.

The loss of key executives and employees could adversely affect us. Our success depends
upon the contributions of executives and key employees. The loss of executives and certain key employees in sales,



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operations and marketing could have a significant adverse effect on our ability to penetrate our markets, operate efficiently, and develop and sell new products and services. We also believe our
success will depend in large part upon our ability to attract and retain additional highly skilled personnel.

Our
ability to effectively grow depends on our ability to improve our operational systems.We have expanded our operations since inception and may continue to expand to pursue existing and potential market opportunities. This growth places a
significant demand on management, financial and operational resources. To manage growth effectively, we must implement and improve our operational systems, procedures and controls on a timely basis and continue to invest in the operational
infrastructure of our business.

Our product liability insurance may not be sufficient to cover all claims.The
use of medical devices such as surgical instruments entails an inherent risk of product liability or other claims initiated by patients or hospitals. Any of those claims in excess of our insurance coverage or not covered by insurance could adversely
affect our results of operations.

Changes in federal or state regulations could materially adversely affect us.Significant aspects of our businesses are subject to federal, state and local statutes and regulations governing, among other things, medical waste-disposal and workplace health and safety. In addition, most of the products furnished or sold
by us are subject to regulation as medical devices by the U.S. Food and Drug Administration (FDA), as well as by other federal, state and local agencies. Our facilities are subject to quality systems inspections by FDA officials. The FDA
has the power to enjoin future violations, seize adulterated or misbranded devices, and require the manufacturer to remove products from the market, and publicize relevant facts. Federal, state or local governments might impose additional
restrictions or adopt interpretations of existing laws that could materially adversely affect us.

Failure to maintain
adequate internal systems and effective internal controls over financial reporting and information systems could adversely affect us.As more fully described in Item 4T, Controls and Procedures, we identified losses of reusable
surgical products that were not previously captured by our tracking systems, and determined this deficiency was a material weakness in our internal controls over financial reporting. We implemented initiatives to remediate this material weakness in
our internal controls as of September 30, 2009. Correction of any further significant deficiencies or material weaknesses (as defined under the Public Company Accounting Oversight Board guidelines) could require
additional remedial measures, which could be costly and time-consuming. If a significant deficiency or material weakness exists at any year-end (including a material weakness identified prior to year-end for which there is an insufficient
period of time to evaluate and confirm the effectiveness of the corrections or related new procedures), our management will be unable to report favorably as to the effectiveness of our internal control over financial reporting or information
systems, which could adversely affect us.



|Item 4T. | Controls and Procedures
|-------- | -----------------------

Under the supervision and with the participation of our management, including our chief executive officer and interim principal financial officer (our Executives), we have evaluated the effectiveness of the design and operation
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act), as of the end of our most recent fiscal quarter. Based on that
evaluation, we concluded that, solely due to the material weakness described below, our disclosure controls and procedures were not effective, as of September 30, 2009, at a reasonable level of assurance, to ensure that information we are
required to disclose in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and
(ii) accumulated and communicated to our management, including the Executives, as appropriate, to allow timely decisions regarding required disclosure.

In our efforts to reduce our reusable surgical products loss and scrap cost, we conduct operational reviews of our product usage. During the third quarter of 2009, we identified a material weakness in our
internal control over financial reporting related to accounting and information systems that track our reusable



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surgical products. We track these products using RFID technology under our reusable surgical product loss policy and the products are expensed if not returned to us by a customer within 210 days.
When we employed new tracking mechanisms in an earlier period to better control the location of our reusable surgical products, we inadvertently did not update our accounting and information systems to record lost product for certain locations. This
resulted in our understating losses for earlier periods. See Note F, Third Quarter Adjustments, to the unaudited financial statements accompanying this report.

Three remediation controls have been identified to help ensure that losses of reusable surgical products are recorded when they are incurred. These controls were implemented as of September 30, 2009
and will be tested and verified in future periods:



| |  |  | Review the pool of use report, which contains all RFID chip information, to ensure there are no reusable surgical products aged beyond our policy of
210 days;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Perform an independent query of all inventory warehouses to ensure the completeness and accuracy of the pool of use report; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | Ensure that any information technology system change request relating to our reusable surgical products are approved by our finance and compliance
personnel.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

Other than changes related to the material weakness in internal control over financial reporting
noted above, there have not been any changes in the Companys internal controls over financial reporting during the Companys most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.

Any system of disclosure controls and internal controls, even if
well conceived, is inherently limited in detecting and preventing all errors and fraud and provides reasonable, not absolute, assurance that its objectives are met. The design of a control system must reflect resource constraints. Inherent
limitations include the potential for faulty judgments in decision-making, breakdowns because of simple errors or mistakes, and circumvention of controls by individual acts, collusion of two or more people, or management override of the controls.



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##### Table of Contents

PART II  OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

We are
subject to matters that arise in the ordinary course of our business, none of which we expect to be material.



|Item 1A. | Risk Factors
|-------- | ------------

Failure to maintain adequate internal systems and effective internal controls over financial reporting and information systems could adversely affect us. As more fully described in Item 4T, Controls and Procedures,
we identified losses of reusable surgical products that were not previously captured by our tracking systems, and determined this deficiency was a material weakness in our internal controls over financial reporting. We implemented initiatives to
remediate this material weakness in our internal controls as of September 30, 2009. Correction of any further significant deficiencies or material weaknesses (as defined under the Public Company Accounting Oversight
Board guidelines) could require additional remedial measures, which could be costly and time-consuming. If a significant deficiency or material weakness exists at any year-end (including a material weakness identified prior to year-end for
which there is an insufficient period of time to evaluate and confirm the effectiveness of the corrections or related new procedures), our management will be unable to report favorably as to the effectiveness of our internal control over financial
reporting or information systems, which could adversely affect us.



|Item 5. | Other Information
|------- | -----------------

On
November 13, 2009, we entered into a Waiver and Amendment No. 1 to Loan and Security Agreement (the Waiver and Amendment) with our financial institution. The Waiver and Amendment waives our failure to satisfy the tangible net
worth covenant for the third quarter of 2009 under our credit facility. In addition, the Waiver and Amendment increases the margin applicable to Prime Rate loans under our credit facility from a range of zero to 25 basis points to a range of 150 to
175 basis points. The foregoing description of the Waiver and Amendment is not complete and is qualified in its entirety by the actual terms of the Waiver and Amendment, a copy of which is incorporated herein by reference and attached hereto as
Exhibit 10.1.



|Item 6. | Exhibits
|------- | --------



|              |  |                                                                                                                                                                                                                                                                    
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit Description                                                                                                                                                                                                                                                
|              | 
|3.1           |  | Restated Articles of Incorporation of the Company (incorporated by reference to the Registration Statement on Form S-1 filed by the Registrant on May 15, 1996).                                                                                                   
|              | 
|3.2           |  | First Amendment to Restated Articles of Incorporation dated as of August 31, 1998, of the Company (for Series A Preferred Stock) (incorporated by reference to the Current Report on
Form 8-K dated August 31, 1998, filed by the Registrant on September 9, 1998).
|              | 
|3.3           |  | Amended and Restated Bylaws of the Company (incorporated by reference to the Annual Report on Form 10-K for 2006 filed by the Registrant on March 23, 2007).                                                                                                       
|              | 
|10.1          |  | Waiver and Amendment No. 1 to Loan and Security Agreement dated November 13, 2009, between the Company and Bank of America, N.A.                                                                                                                                   
|              | 
|31.1          |  | Certification by the Chief Executive Officer (CEO) of the Company pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 (the Exchange Act) in accordance with Section 302
of the Sarbanes-Oxley Act of 2002.                                           



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##### Table of Contents

|     |  |                                                                                                                                                                                                                                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.2 |  | Certification by the Controller and Vice President and Interim Principal Financial Officer of the Company pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 (the
Exchange Act) in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.1 |  | Certification by the CEO of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Not deemed to be filed with the Securities and Exchange Commission).                                                                                      
|     | 
|32.2 |  | Certification by the Controller and Vice President and Interim Principal Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Not deemed to
be filed with the Securities and Exchange Commission).                    



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                        
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit Description                                                                                                                                                                                                                                                    
|              | 
|3.1           |  | Restated Articles of Incorporation of the Company (incorporated by reference to the Registration Statement on Form S-1 filed by the Registrant on May 15, 1996).                                                                                                       
|              | 
|3.2           |  | First Amendment to Restated Articles of Incorporation dated as of August 31, 1998, of the Company (for Series A Preferred Stock) (incorporated by reference to the Current Report on
Form 8-K dated August 31, 1998, and filed by the Registrant on September 9, 1998).
|              | 
|3.3           |  | Amended and Restated Bylaws of the Company (incorporated by reference to the Annual Report on Form 10-K for 2006 filed by the Registration on March 23, 2007).                                                                                                         
|              | 
|10.1          |  | Waiver and Amendment No. 1 to Loan and Security Agreement dated November 13, 2009, between the Company and Bank of America, N.A.                                                                                                                                       
|              | 
|31.1          |  | Certification by the Chief Executive Officer (CEO) of the Company pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 (the Exchange Act) in accordance with Section 302
of the Sarbanes-Oxley Act of 2002.                                               
|              | 
|31.2          |  | Certification by the Controller and Vice President and Interim Principal Financial Officer of the Company pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 (the
Exchange Act) in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.       
|              | 
|32.1          |  | Certification by the CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Not deemed to be filed with the Securities and Exchange
Commission).                                                                                                            
|              | 
|32.2          |  | Certification by the Controller and Vice President and Interim Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Not deemed to be
filed with the Securities and Exchange Commission).                                          



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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



|                        |  |  |  |                            |  |                                                                    
|----------------------- |  |  |  | -------------------------- |  | -------------------------------------------------------------------
|                        |  |  |  | SRI/SURGICAL EXPRESS, INC.
|                        |  |  | 
|Date: November 16, 2009 |  |  |  | By:                        |  | /S/    MARK R.
FARIS                                               
|                        |  |  |  |                            |  | Controller and Vice President (interim principal financial officer)



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