10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2011

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 001-14339

THERAGENICS CORPORATION®

(Exact name of registrant as specified in its charter)

Delaware	58-1528626
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

5203 Bristol Industrial Way
Buford, Georgia	30518
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 271-0233

Indicate by check mark 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 the filing requirements for at least the past 90 days.

YES x NO o

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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES x NO o

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

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o NO x

As of November 4, 2011 the number of shares of $0.01 par value common stock outstanding was 33,990,537.

THERAGENICS CORPORATION

TABLE OF CONTENTS

	Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Statements of Earnings for the three and nine months ended September 30, 2011 and September 30, 2010	3
Condensed Consolidated Balance Sheets – September 30, 2011 and December 31, 2010	4
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and September 30, 2010	5
Condensed Consolidated Statement of Shareholders’ Equity for the nine months ended September 30, 2011	6
Notes to Condensed Consolidated Financial Statements	7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 4. CONTROLS AND PROCEDURES	22
PART II. OTHER INFORMATION	22
ITEM 1. LEGAL PROCEEDINGS	22
ITEM 1A. RISK FACTORS	22
ITEM 6. EXHIBITS	23
SIGNATURES	24

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THERAGENICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(UNAUDITED)

(Amounts in thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
REVENUE
Product sales	$	20,500		$	20,024		$	61,206		$	60,424
License and fee income		562			388			1,645			1,083
		21,062			20,412			62,851			61,507
COST OF SALES		12,293			11,919			37,407			36,343
GROSS PROFIT		8,769			8,493			25,444			25,164
OPERATING EXPENSES
Selling, general and administrative		5,651			5,889			17,044			17,911
Amortization of purchased intangibles		698			728			2,094			2,379
Research and development		380			529			1,375			1,383
Loss on sale of equipment		2			72			4			111
		6,731			7,218			20,517			21,784
EARNINGS FROM OPERATIONS		2,038			1,275			4,927			3,380
NON-OPERATING INCOME/(EXPENSE)
Interest income		39			27			122			69
Interest expense		(166	)		(257	)		(529	)		(796	)
Other		1			-			4			49
		(126	)		(230	)		(403	)		(678	)
EARNINGS BEFORE INCOME TAX		1,912			1,045			4,524			2,702
Income tax expense		771			274			1,740			1,005
NET EARNINGS	$	1,141		$	771		$	2,784		$	1,697
NET EARNINGS PER COMMON SHARE:
Basic	$	0.03		$	0.02		$	0.08		$	0.05
Diluted	$	0.03		$	0.02		$	0.08		$	0.05
WEIGHTED AVERAGE SHARES:
Basic		33,442			33,276			33,400			33,252
Diluted		33,727			33,407			33,766			33,430

The accompanying notes are an integral part of these statements.

3

THERAGENICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share data)

ASSETS
	September 30, 2011 (Unaudited)		December 31, 2010
CURRENT ASSETS
Cash and cash equivalents	$	29,545	$	29,674
Marketable securities		13,751		10,949
Trade accounts receivable, less allowance of $2,753 in 2011 and $2,413 in 2010		9,769		9,567
Inventories		15,864		13,116
Deferred income tax asset		1,943		1,843
Prepaid expenses and other current assets		865		917
TOTAL CURRENT ASSETS		71,737		66,066
Property and equipment, net		35,307		36,722
Intangible assets, net		10,174		12,319
Other assets		85		80
TOTAL ASSETS	$	117,303	$	115,187

LIABILITIES & SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade accounts payable	$	2,375		$	1,887
Accrued salaries, wages and payroll taxes		2,766			2,340
Short-term borrowings		2,500			3,333
Income taxes payable		414			8
Other current liabilities		1,473			1,400
TOTAL CURRENT LIABILITIES		9,528			8,968
Long-term borrowings		22,000			23,667
Deferred income taxes		1,074			1,213
Decommissioning retirement liability		792			749
Other long-term liabilities		299			311
TOTAL LIABILITIES		33,693			34,908
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Common stock, authorized 100,000 shares of $0.01 par value, issued and  outstanding, 33,974 in 2011 and 33,651 in 2010		340			336
Additional paid-in capital		74,488			73,902
Retained earnings		8,813			6,029
Accumulated other comprehensive gain (loss)		(31	)		12
TOTAL SHAREHOLDERS’ EQUITY		83,610			80,279
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	117,303		$	115,187

The accompanying notes are an integral part of these statements.

4

THERAGENICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(Amounts in thousands)

	Nine Months Ended September 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	2,784		$	1,697
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		5,404			5,431
Deferred income taxes		(213	)		(768	)
Provision for allowances		452			853
Share-based compensation		560			397
Change in fair value of interest rate swaps		(98	)		152
Decommissioning retirement liability		43			40
Loss on sale of equipment		4			111
Changes in assets and liabilities:
Accounts receivable		(545	)		(2,819	)
Inventories		(2,857	)		(2,106	)
Prepaid expenses and other current assets		52			242
Trade accounts payable		496			334
Accrued salaries, wages and payroll taxes		426			510
Income taxes payable		406			803
Other current liabilities		18			504
Other		81			(98	)
Net cash provided by operating activities		7,013			5,283
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and construction of property and equipment		(1,683	)		(7,988	)
Proceeds from sale of property and equipment		36			6
Purchases of marketable securities		(10,147	)		(13,885	)
Maturities of marketable securities		6,935			2,135
Proceeds from sales of marketable securities		187			663
Net cash used by investing activities		(4,672	)		(19,069	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings		(2,500	)		(2,500	)
Employee stock purchase plan		44			-
Retirement of common stock		(14	)		-
Net cash used by financing activities		(2,470	)		(2,500	)
NET DECREASE IN CASH AND CASH EQUIVALENTS	$	(129	)	$	(16,286	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		29,674			45,326
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	29,545		$	29,040
SUPPLEMENTARY CASH FLOW DISCLOSURE:
Interest paid	$	615		$	701
Income taxes paid	$	1,548		$	971
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Liability for property and equipment acquired	$	90		$	661

The accompanying notes are an integral part of these statements.

5

THERAGENICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(UNAUDITED)

(Amounts in thousands)

	Common Stock										Accumulated
	Number of			Par Value		Additional  Paid-in			Retained		other comprehensive
	Shares			Amount		Capital			Earnings		gain (loss)			Total
BALANCE, December 31, 2010		33,651		$	336	$	73,902		$	6,029	$	12		$	80,279
Issuance of restricted shares		298			3		(3	)		-		-			-
Employee stock purchase plan		33			1		43			-		-			44
Share-based compensation		-			-		560			-		-			560
Other comprehensive loss		-			-		-			-		(43	)		(43	)
Shares retired		(8	)		-		(14	)		-		-			(14	)
Net earnings for the period		-			-		-			2,784		-			2,784
BALANCE, September 30, 2011		33,974		$	340	$	74,488		$	8,813	$	(31	)	$	83,610

The accompanying notes are an integral part of these statements.

6

THERAGENICS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

NOTE A - BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

The accompanying unaudited interim condensed consolidated financial statements reflect the consolidated operations of Theragenics Corporation and its wholly-owned subsidiaries.  All material intercompany accounts and transactions have been eliminated.  The terms "Company", "we", "us", or "our" mean Theragenics Corporation and all entities included in our consolidated financial statements. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and footnote disclosures normally included in our annual consolidated financial statements.

To prepare financial statements in accordance with GAAP, we must make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities at the date of the financial statements.  Actual amounts may differ from these estimated amounts.  In our opinion, these interim financial statements include all adjustments (including normal recurring accruals) considered necessary for a fair presentation.

Our consolidated results of operations for the interim periods presented herein are not necessarily indicative of the results that may be expected for a full year.  These interim financial statements and notes should be read in conjunction with our audited consolidated financial statements and notes for the year ended December 31, 2010 included in the Form 10-K Annual Report that we filed with the SEC.

We are a medical device company serving the surgical products and cancer treatment markets, operating in two business segments. Our surgical products business consists of wound closure, vascular access, and specialty needle products.  Wound closure includes sutures, needles, and other surgical products.  Vascular access includes introducers, guidewires, and related products.  Specialty needles include coaxial, biopsy, spinal and disposable veress needles, access trocars, and other needle based products.  Our surgical products segment serves a number of markets and applications, including among other areas, interventional cardiology, interventional radiology, vascular surgery, orthopedics, plastic surgery, dental surgery, urology, veterinary medicine, pain management, endoscopy, and spinal surgery.  Our brachytherapy business manufactures, markets and distributes “seeds” used primarily in the minimally invasive treatment of localized prostate cancer.  Our brachytherapy product line includes our palladium-103 TheraSeed® device and the iodine-125 based devices I-Seed and OncoSeed™, all of which are used primarily in the minimally invasive treatment of localized prostate cancer.

NOTE B –RECENTLY ISSUED ACCOUNTING STANDARD

In June 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update that eliminates the current option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity.  Under this statement, we can elect to present the total of comprehensive income, the components of net income, and the components of other comprehensive income in a single continuous statement of comprehensive income or in two separate but consecutive statements.  This statement will be effective for us in our first quarter 2012 Form 10-Q and will be applied retrospectively to all prior periods presented.

NOTE C –FINANCIAL INSTRUMENTS AND FAIR VALUE

Financial Instruments

We are exposed to certain risks relating to our ongoing business operations. We manage our interest rate risk using interest rate swaps associated with outstanding borrowings under our credit agreement as our interest rates have floating rates based on LIBOR.  Our interest rate swaps are intended to convert a portion of our floating rate debt to a fixed rate.  We do not use interest rate swaps for speculative or trading purposes, and we hold no other derivative financial instruments other than interest rate swaps.  Our interest rate swaps are recorded as liabilities at fair value on our condensed consolidated balance sheets.  We enter into interest rate swaps that are designed to hedge our interest rate risk but are not designated as “hedging instruments”, as defined under guidance issued by the FASB.  Changes in the fair value of these instruments are recognized as interest expense on our condensed consolidated statements of earnings.  The counterparty to our interest rate swaps is the lender under our credit agreement.  Accordingly, we are exposed to counterparty credit risk from this financial institution. We entered into interest rate swaps based on our relationship with this financial institution as our lender and on their credit rating and the rating of their parent company. We continue to monitor our counterparty credit risk.

7

THERAGENICS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

A roll forward of the notional value of our interest rate swaps for the nine months ended September 30, 2011 is as follows (in thousands):

Balance, December 31, 2010	$	11,000
New contracts		-
Matured contracts		(2,500	)
Balance, September 30, 2011	$	8,500

The location and fair value of our derivative financial instruments not designated as hedging instruments in our condensed consolidated balance sheets were as follows (in thousands):

Type	Maturity	Balance Sheet Location	September 30, 2011		December 31, 2010
Interest rate swaps	June 2012	Other current liabilities	$	89	$	-
Interest rate swaps	June 2012	Other long-term liabilities	$	-	$	187

The following table includes information about gains and losses recognized on our derivative financial instruments not designated as hedging instruments in our condensed consolidated statements of earnings (in thousands):

	Three Months Ended September 30,					Nine Months Ended September 30,					Location of Loss  (Gain) Recognized
	2011			2010		2011			2010		in Income
Periodic settlements	$	38		$	45	$	111		$	148	Interest expense
Change in fair value	$	(38	)	$	20	$	(98	)	$	152	Interest expense

Fair Value of Financial Instruments Measured at Fair Value on a Recurring Basis

We measure fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In accordance with guidance issued by the FASB, we use a three-level fair value hierarchy to prioritize the inputs used to measure fair value. The hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

● Level 1 — Quoted prices in active markets for identical assets or liabilities.

● Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

We had the following assets (liabilities) measured at fair value on a recurring basis subject to disclosure requirements:

	Quoted Prices  in Active  Markets (Level 1)			Significant  Other Observable  Inputs (Level 2)				Significant  Unobservable Inputs (Level 3)			Total
September 30, 2011
Money market funds		$	8,252		$	-			$	-		$	8,252
Marketable securities			13,751			-				-			13,751
Total assets		$	22,003		$	-			$	-		$	22,003
Interest rate swaps liability		$	-		$	(89	)		$	-		$	(89	)

8

THERAGENICS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

	Quoted Prices  in Active  Markets (Level 1)			Significant  Other Observable Inputs (Level 2)				Significant  Unobservable Inputs (Level 3)			Total
December 31, 2010
Money market funds		$	8,053		$	-			$	-		$	8,053
Marketable securities			10,949			-				-			10,949
Total assets		$	19,002		$	-				-		$	19,002
Interest rate swaps liability		$	-		$	(187	)		$	-		$	(187	)

Our interest rate swaps are contracts with our financial institution and are not contracts that can be traded in a ready market.   We estimate the fair value of our interest rate swaps based on, among other things, discounted cash flows based upon current market expectations about future amounts, yield curves, and mid-market pricing.  Accordingly, we classify our interest rate swap agreements as Level 2.  Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have been used had a ready market for our interest rate swaps existed.

Financial Instruments Not Measured at Fair Value

Our financial instruments not measured at fair value consist of cash and cash equivalents, accounts receivable, and accounts payable, the carrying value of each approximating fair value due to the nature of these accounts. Our financial instruments not measured at fair value also include borrowings under our credit agreement.  We estimate the fair value of outstanding borrowings under our credit agreement based on the current market rates applicable to borrowers with credit profiles similar to us.  We estimate that the carrying value of our borrowings approximates fair value at September 30, 2011.

There were no nonfinancial assets or nonfinancial liabilities measured at fair value at September 30, 2011 or December 31, 2010.

NOTE D - INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (“FIFO”) method. Market is replacement cost or net realizable value. We estimate reserves for inventory obsolescence based on our judgment of future realization. Inventories were comprised of the following (in thousands):

	September 30, 2011			December 31, 2010
Raw materials	$	7,592		$	5,709
Work in process		4,048			2,423
Finished goods		3,981			4,625
Spare parts and supplies		921			928
		16,542			13,685
Allowance for obsolete inventory		(678	)		(569	)
Inventories, net	$	15,864		$	13,116

NOTE E - INCOME TAXES

Our effective income tax rates, which include federal and state income taxes, were approximately 40% and 38% for the three and nine months ending September 30, 2011, respectively, and were approximately 26% and 37% for the three and nine months ending September 30, 2010, respectively. Our third quarter 2010 tax rate was lower than income taxes as computed at the statutory rates primarily as a result of state investment tax credits related to assets placed in service in the third quarter of 2010.

9

THERAGENICS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

NOTE F – SHARE-BASED COMPENSATION

Stock Options

During the nine months ended September 30, 2011, we granted 423,500 stock options (with a grant date fair value of $1.15 per share) to executive officers in connection with our long-term incentive compensation programs.  The stock options vest ratably over four years.  The exercise price of the stock options granted was $1.71 per share, which is equal to the market price of the underlying common stock on the date of grant.  The grant date fair value of the stock options was estimated using the Black-Scholes options-pricing model using the following assumptions:

Expected dividend yield	0.0%
Expected volatility	62.8%
Risk-free interest rate	3.0%
Expected life	8 years

Expected stock price volatility is based on the historical volatility of our stock price over the most recent period commensurate with the expected option life. Whendetermining the expected life of stock options, we classify options into groups for employees where relatively homogeneous exercise behavior is expected. The vesting period of the options, the length of time similar grants have remained outstanding in the past, and the expected volatility of the stock are also considered. These factors may cause the expected volatility and expected life of options granted to differ from period to period.

We recognize compensation expense for option awards with graded vesting on a straight-line basis over the requisite service period for each separately vesting portion of the award. Compensation cost related to stock options totaled $95,000 and $273,000 for the three and nine months ended September 30, 2011, respectively, and $68,000 and $204,000 for the three and nine months ended September 30, 2010, respectively.  As of September 30, 2011, there was approximately $451,000 of unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of approximately 2.0 years.  No stock options were exercised during the nine months ended September 30, 2011 or 2010.

Restricted Stock

A summary of activity in non-vested restricted stock awards during the first nine months of 2011 follows (shares in thousands):

	Shares			Weighted average grant date fair value
Non-vested at January 1, 2011		364		$	1.76
Granted		298			1.76
Vested		(131	)		2.20
Forfeited		--			--
Non-vested at September 30, 2011		531		$	1.65

Fair value of restricted shares granted to employees and directors is based on the fair value of the underlying common stock at the grant date.  Compensation expense related to restricted stock totaled approximately $101,000 and $279,000 for the three and nine months ended September 30, 2011, respectively, and $66,000 and $191,000 for the three and nine months ended September 30, 2010, respectively. As of September 30, 2011, there was approximately $472,000 of unrecognized compensation cost related to the restricted shares, which is expected to be recognized over a weighted average period of approximately 2.0 years.  The total fair value of restricted stock vested was approximately $232,000 and $254,000 for the nine months ended September 30, 2011 and 2010, respectively.

10

THERAGENICS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

NOTE G – COMPREHENSIVE INCOME

The following table summarizes comprehensive income for the applicable period (in thousands):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2011			2010		2011			2010
Comprehensive income:
Net earnings	$	1,141		$	771	$	2,784		$	1,697
Other comprehensive income, net of taxes:
Unrealized gain (loss) on securities available for sale		(62	)		32		(43	)		34
Total comprehensive income	$	1,079		$	803	$	2,741		$	1,731

NOTE H - DISTRIBUTION AGREEMENTS AND MAJOR CUSTOMERS

Distribution Agreements

Our brachytherapy seed business sells our TheraSeed® device directly to healthcare providers and to third-party distributors.  Under our third-party distribution agreements, we are the exclusive palladium-103 seed supplier for the treatment of prostate cancer for each distributor, and each distributor has the non-exclusive right to sell TheraSeed® in the U.S. and Canada.  Certain agreements also provide distributors with rights to distribute TheraSeed® for the treatment of solid localized tumors other than prostate and with rights to distribute to certain locations outside of North America.  Such applications (non-prostate and outside of North America) have not been material.  Our principal non-exclusive distribution agreement is with C. R. Bard (“Bard”). Our agreement with Bard (the “Bard Agreement”) provides for automatic one year extensions of the term, unless either party gives notice of its intent not to renew at least twelve months prior to the end of the current term. The current term expires December 31, 2012 and will be automatically extended for one additional year unless either party gives notice of its intent not to extend by December 31, 2011.

Core Oncology (“Core”) became an additional non-exclusive distributor of TheraSeed® in January 2010.  In February 2011, we terminated our agreement with Core due to Core’s failure to satisfy its financial obligation to us in accordance with the contractual terms of the agreement.  Corehad been attempting to become current with amounts due to us.  However, litigation filed against Core by a third party in late January 2011 created what we viewed as an unacceptable level of uncertainty surrounding Core’s ability to satisfy their financial obligations to us for both current and ongoing sales.  Subsequent to termination of the agreement, we have continued to sell to Core on a prepaid basis.

Major Customers

Sales to Bard under the Bard Agreement represented approximately 26% and 28% of total brachytherapy seed segment revenue for the three and nine months ended September 30, 2011, respectively, and 30% and 34% of total brachytherapy seed segment revenue for the three and nine months ended September 30, 2010, respectively. Our surgical products segment also sells to Bard.  Total consolidated sales to Bard, including sales in our brachytherapy seed segment and our surgical products segment, represented less than 10% of consolidated revenue for both the three and nine months ended September 30, 2011 and 11% and 12% for the three and nine months ended September 30, 2010, respectively.

Accounts receivable from Bard represented approximately 21% of brachytherapy accounts receivable and less than 10% of consolidated accounts receivable at September 30, 2011. At December 31, 2010, accounts receivable from Bard under the Bard Agreement represented approximately 19% of brachytherapy accounts receivable and 10% of consolidated accounts receivable.

Sales to Core in our brachytherapy segment totaled approximately 11% and 12% of total brachytherapy seed segment revenue for the three and nine months ended September 30, 2011, respectively, and 14% and 13% for the three and nine months ended September 30, 2010, respectively.  Accounts receivable due from Core on a consolidated basis was $2.2 million and $2.1 million at September 30, 2011 and December 31, 2010, respectively.  An allowance for doubtful accounts was established for all unpaid amounts due from Core at September 30, 2011 and December 31, 2010, respectively.

11

THERAGENICS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

 NOTE I - SEGMENT REPORTING

We are a medical device company serving the surgical products and cancer treatment markets, operating in two business segments. Our surgical products business consists of wound closure, vascular access, and specialty needle products. Our brachytherapy seed business produces, markets, and distributes “seeds” primarily in the minimally invasive treatment of localized prostate cancer.  Our brachytherapy product line includes our palladium-103 TheraSeed® device and the iodine-125 based devices, I-Seed and OncoSeed™, all of which are used primarily in the minimally invasive treatment of localized prostate cancer and services.

The following tables provide certain information for these segments (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Revenues
Surgical products	$	15,280		$	14,472		$	45,142		$	43,937
Brachytherapy seed		6,053			6,149			18,284			18,029
Intersegment eliminations		(271	)		(209	)		(575	)		(459	)
	$	21,062		$	20,412		$	62,851		$	61,507
Earnings from operations
Surgical products	$	780		$	154		$	1,087		$	152
Brachytherapy seed		1,243			1,127			3,838			3,246
Intersegment eliminations		15			(6	)		2			(18	)
	$	2,038		$	1,275		$	4,927		$	3,380
Capital expenditures
Surgical products	$	117		$	588		$	392		$	6,420
Brachytherapy seed		262			356			1,291			1,568
	$	379		$	944		$	1,683		$	7,988
Depreciation and amortization
Surgical products	$	973		$	1,246		$	3,407		$	3,689
Brachytherapy seed		839			562			1,997			1,742
	$	1,812		$	1,808		$	5,404		$	5,431

We evaluate business segment performance based on segment revenue and segment earnings from operations.Earnings from operations by segment do not include interest expense, interest income, other income and expense, or provisions for income taxes.  Intersegment eliminations are primarily for surgical products segment sales transactions.  Corporate expenses are allocated based upon the relative revenue for each segment.

Supplemental information related to significant assets and liabilities follows (in thousands):

	September 30, 2011			December 31,  2010
Identifiable assets
Surgical products	$	73,951		$	69,994
Brachytherapy seed		63,182			65,649
Corporate investment in subsidiaries		111,439			111,439
Intersegment eliminations		(131,269	)		(131,895	)
	$	117,303		$	115,187
Intangible assets
Surgical products	$	10,102		$	12,198
Brachytherapy seed		72			121
	$	10,174		$	12,319

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THERAGENICS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

Information regarding revenue by geographic regions follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Product sales
United States	$	17,928	$	17,881	$	53,779	$	54,023
Europe		1,894		1,772		6,078		5,368
Other foreign countries		678		371		1,349		1,033
		20,500		20,024		61,206		60,424
License and fee income
United States		225		160		644		427
Canada		337		228		1,001		656
		562		388		1,645		1,083
	$	21,062	$	20,412	$	62,851	$	61,507

Foreign sales are attributed to countries based on the location of the customer. Thelicense fees attributed to Canada are with Nordion, a Canadian based company, for the license of our TheraSphere® product.  Substantially all foreign product sales are related to the surgical products segment.  All of our long-lived assets are located within the United States.

NOTE J – EARNINGS PER SHARE

Basic earnings per share represents net earnings divided by the weighted average shares outstanding. Diluted earnings per share represents net earnings divided by weighted average shares outstanding adjusted for the incremental dilution of outstanding stock options and non-vested restricted stock awards.  A reconciliation of weighted average common shares outstanding to weighted average common shares outstanding assuming dilution for the periods presented follows (in thousands, except per share data):

	Three Months Ended September 30,				Nine Months ended September 30,
		2011		2010		2011		2010
Net earnings	$	1,141	$	771	$	2,784	$	1,697
Weighted average common shares outstanding		33,442		33,276		33,400		33,252
Incremental common shares issuable under  stock options and awards		285		131		366		178
Weighted average common shares outstanding  assuming dilution		33,727		33,407		33,766		33,430
Earnings per share
Basic	$	0.03	$	0.02	$	0.08	$	0.05
Diluted	$	0.03	$	0.02	$	0.08	$	0.05

Potential common stock issuable upon the exercise of approximately 1,413,000 and 1,077,000 stock options for the three and nine months ended September 30, 2011, respectively, were not included in the diluted earnings per share calculation because their effect is antidilutive.  For both the three and nine months ended September 30, 2010, potential common stock from approximately 1,019,000 stock options were not included in the diluted earnings per share calculation because their effect is antidilutive.

NOTE K – COMMITMENTS AND CONTINGENCIES

From time to time we may be a party to claims that arise in the ordinary course of business, none of which, in our view, is expected to have a material adverse effect on our consolidated financial position or our results of operations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Theragenics Corporation is a medical device company serving the surgical products and cancer treatment markets, operating in two business segments.   The terms "Company", "we", "us", or "our" mean Theragenics Corporation and all entities included in our consolidated financial statements.

Our surgical products business consists of wound closure, vascular access, and specialty needle products.  Wound closure includes sutures, needles and other surgical products. Vascular access includes introducers, guidewires, and related products.  Specialty needles include coaxial, biopsy, spinal and disposable veress needles, access trocars, and other needle based products.  This segment serves a number of markets and applications, including among other areas, interventional cardiology, interventional radiology, vascular surgery, orthopedics, plastic surgery, dental surgery, urology, veterinary medicine, pain management, endoscopy, and spinal surgery.  Our surgical products business sells our devices and components primarily to original equipment manufacturers (“OEMs”) and to a network of distributors.

Our brachytherapy business manufactures, markets and distributes “seeds” used primarily in the minimally invasive treatment of localized prostate cancer.  Our brachytherapy product line includes our palladium-103 TheraSeed® device and the iodine-125 based devices I-Seed and OncoSeed™, and other related products and services, all of which are used primarily in the minimally invasive treatment of localized prostate cancer.  Physicians, hospitals and other healthcare providers, primarily located in the United States, utilize our devices. The majority of TheraSeed® sales are channeled through third-party distributors. We also maintain an in-house sales force that sells TheraSeed®, I-Seed, and OncoSeed™ devices directly to physicians.  We manufacture the TheraSeed® and I-Seed devices.

Results of Operations

Revenue

Following is a summary of revenue by segment (in thousands):

	Three Months Ended September 30,									Nine Months Ended September 30,
	2011			2010			Change (%)			2011			2010			Change (%)
Revenues by segment:
Surgical products
Product sales	$	15,259		$	14,469			5	%	$	45,088		$	43,918			3	%
Licensing and fee income		21			3			600	%		54			19			184	%
Total surgical products		15,280			14,472			6	%		45,142			43,937			3	%
Brachytherapy seed
Product sales		5,512			5,764			(4	% )		16,693			16,965			(2	% )
Licensing and fee income		541			385			41	%		1,591			1,064			50	%
Total brachytherapy seed		6,053			6,149			(2	% )		18,284			18,029			1	%
Intersegment eliminations		(271	)		(209	)		(30	% )		(575	)		(459	)		(25	% )
Consolidated
Product sales		20,500			20,024			2	%		61,206			60,424			1	%
Licensing and fee income		562			388			45	%		1,645			1,083			52	%
Total consolidated	$	21,062		$	20,412			3	%	$	62,851		$	61,507			2	%

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Surgical Products Segment

Revenue in our surgical products business increased 6% and 3% for the three and nine months of 2011, respectively, compared to the 2010 periods. All three of our product platforms (wound closure, introducers and guidewires, and specialty needles) contributed to organic revenue growth in the third quarter. However, we expect our period to period revenue to be subject to fluctuations due to the variable and unpredictable ordering patterns of our larger customers. Revenue in the third quarter of 2011 benefitted in part from relieving a higher than normal backlog that existed at the end of the second quarter of 2011.  Likewise, a portion of the increase in product sales experienced in early 2010 resulted from reducing a high backlog that existed at December 31, 2009. Finally, it has been widely reported that consumers are making fewer visits to doctors’ offices, which in turn is reducing demand for medical devices.  This trend may have a negative effect on revenue.

Open orders in our surgical products segment were $13.7 million on September 30, 2011 compared to $13.0 million at December 31, 2010.  Open orders represent orders from customers for future delivery.  Open orders are not guaranteed shipments, and they are subject to cancellation or delay.  Backlog in our surgical products business was $496,000 at September 30, 2011 and $345,000 at December 31, 2010.  Backlog represents orders included in open orders on which we have missed promised shipment dates.  We expect our backlog to vary based on changes in ordering patterns of our larger customers and changes in customer behavior.

A significant portion of the products in our surgical business continue to be sold to OEMs and a network of distributors.  Ordering patterns of these customers vary and are difficult to predict. Accordingly, surgical products revenue is subject to fluctuation, especially on a quarter-to-quarter basis.  In addition, revenue has been and will continue to be affected by our customers’ response to efforts by hospitals to reduce inventories and conserve cash due to the difficult economic climate and macroeconomic uncertainties.  We are also affected by recent reported trends of consumers making fewer visits to doctors’ offices, which in turn reduce demand for medical devices.  All of these factors may cause the fluctuations in our results to be even more volatile from period to period.

Brachytherapy Seed Segment

We sell our TheraSeed® palladium-103 device directly to healthcare providers and to third-party distributors.  We also sell I-Seed and OncoSeed™, both iodine-125 based devices, and other brachytherapy related products, directly to healthcare providers.

Our brachytherapy product sales decreased 4% and 2% for the three and nine months ended September 30, 2011, respectively, from the comparable 2010 periods.  We believe that the prostate brachytherapy industry in the United States continues to experience pressure from newer forms of treatment.  Some competitive forms of treatment have increased their market share, especially those with Medicare reimbursement levels that are higher than reimbursement levels for brachytherapy.  These competitive forms of alternative treatments include Intensity Modulated Radiation Therapy (“IMRT”) and robotic surgery.  In addition to competing treatment options that enjoy favorable reimbursement rates, we believe brachytherapy seed volume and revenue are also affected by disruptive pricing from other brachytherapy providers and uncertainties surrounding reimbursement.

We have non-exclusive distribution agreements in place for our TheraSeed® device.  Under our third party distribution agreements, we are the exclusive palladium-103 seed supplier for the treatment of prostate cancer for each distributor, and each distributor has the non-exclusive right to sell TheraSeed® in the U.S. and Canada.  Certain agreements also provide distributors with the right to distribute TheraSeed® for the treatment of solid localized tumors other than in the prostate and with rights to distribute to certain locations outside of North America.  Such applications (non-prostate and outside of North America) have not been material and are not expected to become material in the near future. Our principal non-exclusive distribution agreement is with C.R. Bard (“Bard”).  Our agreement with Bard provides for automatic one year extensions of the term, unless either party gives notice of its intent not to renew at least twelve months prior to the end of the current term. The current term expires December 31, 2012 and will be automatically extended for one additional year unless either party gives notice of its intent not to extend by December 31, 2011.

Sales to Bard under the Bard Agreement represented approximately 26% and 28% of total brachytherapy seed segment revenue for the three and nine months ended September 30, 2011, respectively, and 30% and 34% of total brachytherapy seed segment revenue for the three and nine months ended September 30, 2010, respectively. Our surgical products segment also sells to Bard.  Total consolidated sales to Bard, including sales in our brachytherapy seed segment and our surgical products segment, represented less than 10% of consolidated revenue for both the three and nine months ended September 30, 2011 and 11% and 12% for the three and nine months ended September 30, 2010, respectively.

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Core Oncology (“Core”) became an additional non-exclusive distributor of TheraSeed® in January 2010.  In February 2011, we terminated our agreement with Core due to Core’s failure to satisfy its financial obligation to us in accordance with the contractual terms of the agreement.Corehad been attempting to become current with amounts due to us.  However, litigation filed against Core by a third party in late January 2011 created what we viewed as an unacceptable level of uncertainty surrounding Core’s ability to satisfy their financial obligations to us for both current and ongoing sales.  Subsequent to termination of the agreement, we have continued to supply TheraSeed® to Core on a prepaid basis as they attempt to obtain refinancing.  Sales to Core in our brachytherapy segment totaled approximately 11% and 12% of total brachytherapy seed segment revenue for the three and nine months ended September 30, 2011, respectively, and 14% and 13% for the three and nine months ended September 30, 2010, respectively. In the 2011 periods, certain customers who previously purchased TheraSeed through Core began purchasing either from us on a direct basis or through one of our other TheraSeed distributors.

In the past, healthcare providers have shown strong loyalty to TheraSeed® and we have been highly successful in retaining TheraSeed® customers following the termination of distribution agreements. Healthcare providers who previously purchased TheraSeed® through Core have the opportunity to continue an uninterrupted supply of our product for their patients, either directly from us or through our other distribution channels, including through Core under our arrangements to sell to Core on a prepaid basis.  Should Core ultimately demonstrate an ability to satisfy its obligations going forward, we would consider reentering into a distribution agreement with Core.  As of November 10, 2011, because of our ability to supply Core’s current and previous customers through a variety of channels, we have not experienced a material decline in unit volumes compared to the volumes we would have expected had the Core agreement not been terminated by us. However, it is difficult to predict how much unit volume we may ultimately be able to retain due to, among other things, uncertainties in the marketplace and competition.

As a result of the circumstances surrounding our termination of the Core agreement, certain shipments to Core did not meet the revenue recognition criteria of U.S. GAAP, which require that collectability be reasonably assured.  These shipments totaled approximately $252,000 for the nine months ended September 30, 2011 and were not recognized as revenue.  There were no such shipments for the third quarter of 2011.  Should Core demonstrate an ability to satisfy these obligations, we would recognize this revenue (and income) in the period in which collectability was reasonably assured.  We believe this would most likely be at the time any such payments were collected.    We do not expect any future shipments to Core which do not meet the revenue recognition criteria of U.S. GAAP.

We believe that Medicare reimbursement policies have affected the brachytherapy market and will continue to affect the brachytherapy market.  Prior to 2010, Medicare provided reimbursement for brachytherapy seeds under the “charges adjusted to costs” methodology, which is based on the actual invoiced cost of the seeds and which we sometimes refer to as a “pass-through” methodology.  The Centers for Medicare & Medicaid Services (“CMS”) published a final hospital outpatient prospective payment system (“OPPS”) on November 20, 2009 with fixed prospective payment rates for brachytherapy seeds.  This fixed OPPS, which we sometimes refer to as “fixed reimbursement”, went in effect on January 1, 2010 and fixed the per seed rate at which Medicare reimburses hospitals for the purchase of seeds.  We expect to continue to support efforts to urge Congress and CMS to replace this “fixed reimbursement” rule by returning to the “pass-through” reimbursement policies which existed prior to 2010.  Fixed reimbursement policies at CMS can be expected to lead to pricing pressure from hospitals and other healthcare providers, and to have an adverse effect on our brachytherapy revenue. The extent of the effect is impossible for us to predict, especially when fixed reimbursement policies coincide with 1) competition from competing technologies for the treatment of early stage prostate cancer, which enjoy favorable CMS reimbursement rates even though these technologies are less proven than brachytherapy and 2) uncertainties regarding the implementation and impact of healthcare reform generally.  These factors could have an adverse effect on brachytherapy revenue.

License fees in our brachytherapy segment increased $156,000, or 41%, and $527,000, or 50%, for the three and nine months ended September 30, 2011, respectively, over the comparable 2010 periods.   License fees include fees from the licensing of our TheraSphere® product, a medical device used for the treatment of liver cancer.  Licensing fees also include fees related to the licensing of certain intellectual property related to an expandable brachytherapy delivery system that we developed. This agreement, which was executed in May 2008, provides for a minimal non-refundable initial license fee and non-refundable continuing royalties based upon sales subject to certain minimums. Costs and expenses associated with our license agreements are not material.

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Operating income and costs and expenses

Following is a summary of operating income by segment (in thousands):

	Three Months Ended September 30,							Nine Months Ended September 30,
	2011		2010			Change ($)		2011		2010			Change ($)
Surgical products	$	780	$	154			626		1,087		152			935
Brachytherapy seed		1,243		1,127			116		3,838		3,246			592
Intersegment eliminations		15		(6	)		21		2		(18	)		20
Consolidated	$	2,038	$	1,275			763		4,927		3,380			1,547

Surgical Products Segment

Operating income in our surgical products segment increased in both the three and nine months ended September 30, 2011 from the comparable 2010 periods. Our gross profit margins on sales were 37% for both the three months ended September 30, 2011 and 2010, respectively.  For the nine month periods, gross profit margins on sales were 36% in 2011 and 37% in 2010. Gross margins continue to be affected by changes in product and customer mix. In addition, our gross margins in the third quarter of 2011 were impacted by the reduction of the higher than normal backlog that existed at the end of the second quarter.  We utilized temporary workers and incurred overtime to reduce that backlog, which had a negative impact on our margins.   Our gross margins in the 2011 year-to-date period were also affected by the closing of our Dallas, Texas plant for several days in the first quarter due to severe winter storms.  We had to utilize more temporary workers and incur more overtime than we ordinarily would in order to maintain production.

Items affecting comparability between the 2011 and 2010 periods include certain expenses that were only incurred in either 2011 or 2010, including the following (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Acquisition proposal expenses (a)	$	-	$	-	$	218	$	-
Professional fees (b)		-		37		-		609
Moving related expenses (c)		-		433		-		570
Core receivables (d)		-		44		-		94

(a)	Acquisition proposal expenses related to expenses to consider, address, and respond to an unsolicited acquisition proposal.
(b)	Professional fees related to our legal action against the former owner of CP Medical to enforce certain non-compete
	agreements and to protect the trade secrets and other assets of that business.
(c)	Moving related expenses associated with the commencement of our move into our new specialty needle manufacturing facility.
(d)	Core receivables represent amounts due from Core Oncology for which we believe collectability is doubtful.

In addition, the corporate overhead allocation increased in the 2011 periods, primarily due to higher professional fees, compensation, and depreciation associated with our new ERP system.  These increases were partially offset by a decline in amortization of purchased intangibles in the 2011 periods as certain intangible assets have become fully amortized.

Research and development (“R&D”) expenses decreased $37,000 and increased $81,000 for the three and nine months ended September 30, 2011, respectively, from the comparable 2010 periods.  Our R&D program is intended to focus on product extensions, next generation products, and new products that are complementary to our current product lines and that support our customers’ product lines.  Our R&D program is directed toward 510(k) products that have an established market and not on products that require lengthy and expensive clinical trials.  Looking forward, our quarterly results are expected to be affected by the timing of these investments.

17

Looking forward, we expect a number of items to continue to affect the profitability in our surgical products business including, among other things:

●   ordering patterns of our larger OEM and distributor customers,

●   costs incurred to address significant changes in demand,

●   continued investments in infrastructure, R&D, products, and companies as we make investments to support anticipated future growth and to develop products to address growth opportunities,

●   changes in product mix and sales channels, with sales through OEM channels generally carrying a relatively lower gross profit margin and sales through distributor channels generally carrying a somewhat higher gross profit margin,

●   continued pricing pressure from customers,

●   the implementation of our new, corporate-wide ERP systems,

●   the increasing scale of our surgical products business, and

●   trends of consumers making fewer visits to doctors’ offices and the effect on demand for medical devices.

Brachytherapy Seed Segment

Operating income in our brachytherapy business increased in both the third quarter and nine months ended September 30, 2011 as compared to the 2010 periods.  Manufacturing related expenses in our brachytherapy business tend to be fixed in nature.  Accordingly, even modest changes in revenue can have a significant impact on operating income.  Gross margins and operating income in our brachytherapy seed business are expected to continue to be highly dependent on sales levels due to this high fixed cost component.  The 2010 periods included bad debt expense of $250,000 and $750,000 for the three and nine month ended September 30, 2010, respectively, related to amounts due from Core Oncology for which we believe collectability is doubtful.  In the 2011 periods, bad debt expense related to Core Oncology totaled $215,000 in the first nine months of the year with no such bad debt expense incurred in the third quarter.

An allowance for doubtful accounts was established for all unpaid amounts due from Core at December 31, 2010 (which totaled $1.7 million in our brachytherapy segment and $2.1 million on a consolidated basis) and at September 30, 2011(which totaled $1.8 million in our brachytherapy segment and $2.2 million on a consolidated basis).  We continue to pursue collection of all amounts due to us from Core.  If Core demonstrates an ability to pay any or all of the amounts previously considered doubtful, this would represent a change in our estimate.  Any resulting change in estimate would in turn reduce our operating expenses in the period in which Core demonstrates an ability to pay any or all of the amounts due to us.

Other income/expense

A summary of our interest expense is as follows (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Interest paid or accrued, including loan fees	$	213			246			658			746
Fair value adjustment		(38	)		20			(98	)		152
Interest capitalized		(9	)		(9	)		(31	)		(102	)
Total interest expense	$	166			257			529			796

Interest expense paid or accrued, including loan fees, is related to our effective interest rates and the level of our outstanding borrowings under our credit facility.  Fair value adjustments are related to our interest rate swaps.  Such fair value adjustments are unrealized gains or losses and reflect the period to period changes in the estimated fair value of our swaps.  Interest capitalized primarily relates to our new ERP system and, in 2010, the construction of our specialty needle manufacturing facility.  Interest capitalized for the nine month period is less in 2011 compared to 2010 as construction on the needle facility was completed in 2010.  We also completed the ERP system implementation at one of our facilities.  Our weighted average effective interest rate was 3.0% at September 30, 2011.

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We manage our interest rate risk using interest rate swaps associated with outstanding borrowings under our credit agreement as our interest rates have floating rates based on LIBOR.  We do not hold or issue interest rate swaps for trading purposes, and we hold no other derivative financial instruments other than interest rate swaps. We enter into interest rate swaps that are designed to hedge the interest rate risk but are not designated as “hedging instruments”, as defined under guidance issued by the Financial Accounting Standards Board (“FASB”).  Changes in the fair value of these instruments are recognized as interest expense.  Such changes in fair value are based on, among other things, discounted cash flows based upon current market expectations about future amounts, yield curves, and mid-market pricing.  Accordingly, the fair value of our interest rate swaps is subject to fluctuation and may have a significant effect on our results of operations in future periods.  Additionally, the counterparty to our interest rate swaps is the lender under our Credit Agreement.  Accordingly, we are exposed to counterparty credit risk from this financial institution. We entered into interest rate swaps based on the relationship with this financial institution as our lender and on their credit rating and the rating of their parent company. We continue to monitor our counterparty credit risk.

Income tax expense

Our effective income tax rates, which include federal and state income taxes, were approximately 40% and 38% for the three and nine months ending September 30, 2011, respectively, and were approximately 26% and 37% for the three and nine months ending September 30, 2010, respectively. Our third quarter 2010 tax rate was lower than income taxes as computed at the statutory rates primarily as a result of state investment tax credits related to assets placed in service in the third quarter of 2010.

Critical Accounting Policies and Estimates

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The SEC defines “critical accounting policies” as those that require application of our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our significant accounting policies are more fully described in the notes to our consolidated financial statements included in our Form 10-K for the year ended December 31, 2010. Certain accounting policies, as more fully described under “Critical Accounting Policies and Estimates” included in the Management’s Discussion and Analysis of our 2010 Form 10-K, are those which we believe are most critical in fully understanding and evaluating our reported financial results, and are areas in which our judgment in selecting an available alternative might produce a materially different result. There have been no significant changes to our critical accounting policies since December 31, 2010.

Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Significant factors affecting the management of liquidity are: cash flows generated from operating activities, capital expenditures, operational investments to support growth (such as research and development programs), and acquisitions of businesses and technologies.

We had cash, cash equivalents, and marketable securities of $43.3 million at September 30, 2011 compared to $40.6 million at December 31, 2010.

Cash provided by operations was $7.0 million and $5.3 million during the first nine months of 2011 and 2010, respectively. Cash provided by operations consists of net earnings plus non-cash expenses such as depreciation, amortization, deferred income taxes and changes in balance sheet items such as accounts receivable, inventories, prepaid expenses and payables.  The increase in cash from operations from the first nine months of 2010 is primarily due to higher net earnings and our accounts receivable increasing at a lower amount than in the 2010 period.  This was partially offset by our inventories growing at a higher rate than in 2010.

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Capital expenditures totaled $1.7 million and $8.0 million during the first nine months of 2011 and 2010, respectively.  The 2010 expenditures were primarily for the construction of our new specialty needle manufacturing facility and development of our new ERP system.  Construction of our new facility was completed in July 2010.  Our new ERP system has been implemented at three of our four primary locations.  We expect to complete the ERP implementation at our one remaining location over the next twelve months. We expect our capital expenditures for the full year of 2011 to be approximately $2.0 million to $2.5 million as we complete the implementation of our ERP System and continue our investments to support growth in the surgical products segment and to support the brachytherapy segment. However, the timing and amounts of capital expenditures are subject to fluctuation depending upon opportunities we may identify.

Cash used by financing activities was $2.5 million in the first nine months of both 2011 and 2010, which consisted of principal repayments of our outstanding borrowings, in accordance with the terms of our credit facility.  We have a total of $24.5 million outstanding under our credit facility at September 30, 2011.  The terms of our credit facility require principal payments of $2.5 million through June 2012.  The credit facility expires in October 2012 (see below).

We may also continue to use cash in pursuit of additional diversification efforts such as product development and the purchase of technologies, products or companies.  We believe that current cash and investment balances, our current credit facility (see below) and cash from future operations will be sufficient to meet our current short-term anticipated working capital and capital expenditure requirements. However, continued disruption and instability in the U.S. and global financial markets and worldwide economies may hinder our ability to take advantage of opportunities for long-term growth in our businesses.  In the event we determine that additional financing becomes appropriate, we may choose to raise those funds through other means of financing.

Credit Agreement

We have a Credit Agreement with a financial institution which provides for up to $30 million of borrowings under a revolving credit facility (the “Revolver”) and a $10 million term loan (the “Term Loan”).  The Revolver matures on October 31, 2012 with interest payable at the London Interbank Offered Rate (“LIBOR”) plus 2.25%.  Maximum borrowings under the Revolver can be increased to $40 million with the prior approval of the lender under an accordion feature.  As of September 30, 2011, borrowings of $22.0 million and $ 2.5 million were outstanding under the Revolver and Term Loan, respectively, and letters of credit totaling $946,000, representing decommission funding required by the Georgia Department of Natural Resources, were outstanding under the Credit Agreement. The Term Loan is payable in equal monthly installments of principal plus interest at LIBOR plus 1.75%, through June 2012.  The Credit Agreement is unsecured but provides for a lien to be established on substantially all of our assets upon certain events of default.  The Credit Agreement contains representations and warranties, as well as affirmative, reporting and negative covenants customary for financings of this type.  Among other things, the Credit Agreement restricts the incurrence of certain additional debt and requires the maintenance of certain financial ratios, including a minimum fixed charge coverage ratio, a maximum liabilities to tangible net worth ratio, and the maintenance of minimum liquid assets of $10 million, as all such ratios and terms are defined in the Credit Agreement.  We were in compliance with all covenants, as amended, as of September 30, 2011.

We also have certain interest rate swap agreements to manage our variable interest rate exposure.  We entered into a floating to fixed rate swap with respect to the entire principal amount of the Term Loan, at a fixed interest rate of 3.27%, and a separate floating to fixed rate swap with respect to $6 million of the principal amount outstanding under the Revolver, at a fixed interest rate of 4.26%.  Both interest rate swaps expire on June 1, 2012.  Our weighted average effective interest rate at September 30, 2011 was 3.0%.

Medicare Developments

Prior to 2010, Medicare provided reimbursement for brachytherapy seeds under the “charges adjusted to costs” methodology, which is based on the actual invoiced cost of the seeds and which we sometimes refer to as a “pass-through” methodology.   CMS published a final hospital OPPS on November 20, 2009 with fixed prospective payment rates for brachytherapy seeds.  This fixed OPPS, which we sometimes refer to as “fixed reimbursement”, went in effect on January 1, 2010 and fixes the per seed rate at which Medicare reimburses hospitals for the purchase of seeds.  We continue to support efforts that urge Congress and CMS to replace this “fixed reimbursement” rule by returning to the “pass-through” reimbursement policies which existed prior to 2010.  Fixed reimbursement policies at CMS can be expected to lead to pricing pressure from hospitals and other healthcare providers, and to have an adverse effect on our brachytherapy revenue.  The extent of the effect is impossible for us to predict, especially when fixed reimbursement policies coincide with 1) competition from competing technologies for the treatment of early stage prostate cancer, which enjoy favorable CMS reimbursement rates even though these are less proven technologies and 2) uncertainties regarding the implementation and impact of healthcare reform generally.

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The Budget Control Act of 2011 requires Congress to propose legislation to reduce the United States federal deficit by an additional $1.5 trillion over ten years. Reductions in Medicare and Medicaid spending could be included as part of these deficit reduction measures. Moreover, if such legislation is not enacted by December 23, 2011, certain spending reductions will automatically begin January 1, 2013. Payments to Medicare providers would be subject to these automatic spending reductions, subject to a 2% cap.  We are unable to predict the potential impact of any reductions in Medicare spending that may result from this legislation as it is currently unclear how any reductions may be applied to various Medicare healthcare programs. These factors could have an adverse effect on our revenues.

Forward Looking and Cautionary Statements

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements regarding sales, marketing and distribution efforts, ordering patterns of customers and our ability to fill our backlog, our expectation regarding changes in product mix and sales channels, with sales through OEM channels generally carrying a relatively lower gross profit margin and sales through distributor channels generally carrying a somewhat higher gross profit margin, effects of healthcare reform, third-party reimbursement, CMS policy, sales mix, effectiveness and continuation of non-exclusive distribution agreements, anticipated growth in the surgical products business segment, the increasing scale of our surgical products business, future cost of sales and gross margins, R&D efforts and expenses, investment in additional personnel, infrastructure and capital assets, implementation of a new ERP system, future SG&A expenses, potential new products and opportunities, future results in general, plans and strategies for continuing diversification, valuation of marketable securities and cash equivalents we may hold, and the sufficiency of our liquidity and capital resources.

Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. Although it is not possible to predict or identify all such risks and uncertainties, they may include, but are not limited to, the following factors. You should not consider this list to be a complete statement of all potential risks and uncertainties:

●   changes in the U.S. healthcare industry and regulatory environment;

●   competition;

●   new product development cycles;

●   development and growth of new applications within our markets;

●   changes in FDA regulatory approval processes;

●   effectiveness and execution of marketing and sales programs, including those of our distributors;

●   changes in third-party reimbursement, including CMS and private payors;

●   potential changes in product pricing;

●   changes in costs and availability of materials and other operating costs;

●   continued acceptance of our products in the marketplace;

●   changes in demand for products;

●   our ability to meet customer demands and/or the need to incur additional costs and inefficiencies to meet such demand;

●   a reduction in the number of procedures utilizing our devices caused by cost containment pressures, alternative therapies, or  by other reasons;

●   our ability to successfully identify, consummate and integrate strategic acquisitions or otherwise capitalize on opportunities for growth;

●   increased costs or product delays required to comply with existing and changing regulations applicable to our businesses, operations and products;

●   effectiveness of implementation of our new ERP system;

●   ability to realize our estimate of fair value upon sale or liquidation of cash, cash equivalents and marketable securities that we may hold;

●   retention of key employees;

●   damage to one or more of our facilities;

●   volatility in U.S. and global financial markets;

●   substantial defaults in payments or a material reduction in purchases by, or loss of, a large customer;

21

●   changes in circumstances that could impair our intangible assets;

●   new or revised tax legislation or challenges to our tax positions;

●   changes in accounting principles generally accepted in the United States of America;

●   general economic conditions, including changes in the financial markets that may affect the availability and cost of credit to us, our customers or our suppliers; and

●   the other factors set forth or incorporated by reference under “Risk Factors” in our 2010 Form 10-K.

These and other risks and uncertainties are described herein and in other information contained in our publicly available SEC filings and press releases.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statements were first made. Except to the extent required by federal securities laws, we undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The quantitative and qualitative disclosures about market risk are discussed in Item 7A in our 2010 Annual Report on Form 10-K. There have been no material changes in information reported since the year ended December 31, 2010.

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2011, the end of the period covered by this report.

During 2011, we have continued development of a corporate-wide Enterprise Resource Planning (“ERP”) system.  Our new ERP system is expected to standardize and automate business processes, to improve operational and financial performance, and to enhance internal controls.  We implemented our new ERP system at one of our primary locations during the first quarter of 2011. The implementation of our new ERP system at this location has resulted in changes to our business processes and internal controls over financial reporting.

No changes in our internal control over financial reporting were identified as having occurred during the quarter ended September 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  Further changes in our internal control over financial reporting are expected as we complete the implementation of our new ERP system. 

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are subject to certain legal proceedings and claims in the ordinary course of business. We currently are not aware of any such legal proceedings or claims that we believe will have, individually or in aggregate, a material adverse effect on our business, financial condition, or operating results.

Item 1A. Risk Factors

In addition to the other information set forth in this report, the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010, which could materially affect our business, financial condition or future results, should be carefully considered. The risks described in our Annual Report on Form 10-K may not be the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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Item 6. Exhibits

Exhibit No.	Title
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive Data Files providing financial information from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 in XBRL (eXtensible Business Reporting Language).  Pursuant to Regulation 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and are otherwise not subject to liability.

23

SIGNATURES

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

	REGISTRANT:
	THERAGENICS CORPORATION
Date: November 10, 2011	By:	/s/ M. Christine Jacobs
		M. Christine Jacobs Chief Executive Officer

Date: November 10, 2011	By:	/s/ Francis J. Tarallo
		Francis J. Tarallo Chief Financial Officer

24

EX-31.1

Exhibit 31.1

CERTIFICATION

I, M. Christine Jacobs, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Theragenics Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 10, 2011	By:	/s/ M. Christine Jacobs
		M. Christine Jacobs
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Francis J. Tarallo, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Theragenics Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 10, 2011	By:	/s/ Francis J. Tarallo
		Francis J. Tarallo
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 In connection with the Quarterly Report of Theragenics Corporation, (the “Company”) on Form 10-Q for the period ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, M.Christine Jacobs, President and Chief Executive Officer, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods referred to in the Report.

Date: November 10, 2011	By:	/s/ M. Christine Jacobs
		M. Christine Jacobs
		Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Theragenics Corporation and will be retained by Theragenics Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Theragenics Corporation, (the “Company”) on Form 10-Q for the period ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Francis J. Tarallo, Chief Financial Officer, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods referred to in the Report.

Date: November 10, 2011	By:	/s/ Francis J. Tarallo
		Francis J. Tarallo
		Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Theragenics Corporation and will be retained by Theragenics Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
CURRENT ASSETS
Cash and cash equivalents	$ 29,545	$ 29,674
Marketable securities	13,751	10,949
Trade accounts receivable, less allowance of $2,753 in 2011 and $2,413 in 2010	9,769	9,567
Inventories	15,864	13,116
Deferred income tax asset	1,943	1,843
Prepaid expenses and other current assets	865	917
TOTAL CURRENT ASSETS	71,737	66,066
Property and equipment, net	35,307	36,722
Intangible assets, net	10,174	12,319
Other assets	85	80
TOTAL ASSETS	117,303	115,187
CURRENT LIABILITIES
Trade accounts payable	2,375	1,887
Accrued salaries, wages and payroll taxes	2,766	2,340
Short-term borrowings	2,500	3,333
Income taxes payable	414	8
Other current liabilities	1,473	1,400
TOTAL CURRENT LIABILITIES	9,528	8,968
Long-term borrowings	22,000	23,667
Deferred income taxes	1,074	1,213
Decommissioning retirement liability	792	749
Other long-term liabilities	299	311
TOTAL LIABILITIES	33,693	34,908
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock, authorized 100,000 shares of $0.01 par value, issued and outstanding, 33,974 in 2011 and 33,651 in 2010	340	336
Additional paid-in capital	74,488	73,902
Retained earnings	8,813	6,029
Accumulated other comprehensive gain (losses)	(31)	12
TOTAL SHAREHOLDERS' EQUITY	83,610	80,279
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 117,303	$ 115,187

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Per Share data	Sep. 30, 2011	Dec. 31, 2010
Trade accounts receivable, allowance	$ 2,753	$ 2,413
Common stock, authorized	100,000	100,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, issued	33,974	33,651
Common stock, outstanding	33,974	33,651

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2011	Nov. 04, 2011
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Trading Symbol	TGX
Entity Registrant Name	THERAGENICS CORP
Entity Central Index Key	0000795551
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		33,990,537

XML

SHARE-BASED COMPENSATION

9 Months Ended

Sep. 30, 2011

SHARE-BASED COMPENSATION

NOTE F – SHARE-BASED COMPENSATION

Stock Options

During the nine months ended September 30, 2011, we granted 423,500 stock options (with a grant date fair value of $1.15 per share) to executive officers in connection with our long-term incentive compensation programs.  The stock options vest ratably over four years.  The exercise price of the stock options granted was $1.71 per share, which is equal to the market price of the underlying common stock on the date of grant.  The grant date fair value of the stock options was estimated using the Black-Scholes options-pricing model using the following assumptions:

Expected dividend yield	0.0%
Expected volatility	62.8%
Risk-free interest rate	3.0%
Expected life	8 years

Expected stock price volatility is based on the historical volatility of our stock price over the most recent period commensurate with the expected option life. Whendetermining the expected life of stock options, we classify options into groups for employees where relatively homogeneous exercise behavior is expected. The vesting period of the options, the length of time similar grants have remained outstanding in the past, and the expected volatility of the stock are also considered. These factors may cause the expected volatility and expected life of options granted to differ from period to period.

We recognize compensation expense for option awards with graded vesting on a straight-line basis over the requisite service period for each separately vesting portion of the award. Compensation cost related to stock options totaled $95,000 and $273,000 for the three and nine months ended September 30, 2011, respectively, and $68,000 and $204,000 for the three and nine months ended September 30, 2010, respectively.  As of September 30, 2011, there was approximately $451,000 of unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of approximately 2.0 years.  No stock options were exercised during the nine months ended September 30, 2011 or 2010.

Restricted Stock

A summary of activity in non-vested restricted stock awards during the first nine months of 2011 follows (shares in thousands):

	Shares			Weighted average grant date fair value
Non-vested at January 1, 2011		364		$	1.76
Granted		298			1.76
Vested		(131	)		2.20
Forfeited		--			--
Non-vested at September 30, 2011		531		$	1.65

Fair value of restricted shares granted to employees and directors is based on the fair value of the underlying common stock at the grant date.  Compensation expense related to restricted stock totaled approximately $101,000 and $279,000 for the three and nine months ended September 30, 2011, respectively, and $66,000 and $191,000 for the three and nine months ended September 30, 2010, respectively. As of September 30, 2011, there was approximately $472,000 of unrecognized compensation cost related to the restricted shares, which is expected to be recognized over a weighted average period of approximately 2.0 years.  The total fair value of restricted stock vested was approximately $232,000 and $254,000 for the nine months ended September 30, 2011 and 2010, respectively.

XML

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2011

COMMITMENTS AND CONTINGENCIES

NOTE K – COMMITMENTS AND CONTINGENCIES

From time to time we may be a party to claims that arise in the ordinary course of business, none of which, in our view, is expected to have a material adverse effect on our consolidated financial position or our results of operations.

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RECENTLY ISSUED ACCOUNTING STANDARD

9 Months Ended

Sep. 30, 2011

RECENTLY ISSUED ACCOUNTING STANDARD

NOTE B –RECENTLY ISSUED ACCOUNTING STANDARD

In June 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update that eliminates the current option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity.  Under this statement, we can elect to present the total of comprehensive income, the components of net income, and the components of other comprehensive income in a single continuous statement of comprehensive income or in two separate but consecutive statements.  This statement will be effective for us in our first quarter 2012 Form 10-Q and will be applied retrospectively to all prior periods presented.

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DISTRIBUTION AGREEMENTS AND MAJOR CUSTOMERS

9 Months Ended

Sep. 30, 2011

DISTRIBUTION AGREEMENTS AND MAJOR CUSTOMERS

NOTE H - DISTRIBUTION AGREEMENTS AND MAJOR CUSTOMERS

Distribution Agreements

Our brachytherapy seed business sells our TheraSeed® device directly to healthcare providers and to third-party distributors.  Under our third-party distribution agreements, we are the exclusive palladium-103 seed supplier for the treatment of prostate cancer for each distributor, and each distributor has the non-exclusive right to sell TheraSeed® in the U.S. and Canada.  Certain agreements also provide distributors with rights to distribute TheraSeed® for the treatment of solid localized tumors other than prostate and with rights to distribute to certain locations outside of North America.  Such applications (non-prostate and outside of North America) have not been material.  Our principal non-exclusive distribution agreement is with C. R. Bard (“Bard”). Our agreement with Bard (the “Bard Agreement”) provides for automatic one year extensions of the term, unless either party gives notice of its intent not to renew at least twelve months prior to the end of the current term. The current term expires December 31, 2012 and will be automatically extended for one additional year unless either party gives notice of its intent not to extend by December 31, 2011.

Core Oncology (“Core”) became an additional non-exclusive distributor of TheraSeed® in January 2010.  In February 2011, we terminated our agreement with Core due to Core’s failure to satisfy its financial obligation to us in accordance with the contractual terms of the agreement.  Corehad been attempting to become current with amounts due to us.  However, litigation filed against Core by a third party in late January 2011 created what we viewed as an unacceptable level of uncertainty surrounding Core’s ability to satisfy their financial obligations to us for both current and ongoing sales.  Subsequent to termination of the agreement, we have continued to sell to Core on a prepaid basis.

Major Customers

Sales to Bard under the Bard Agreement represented approximately 26% and 28% of total brachytherapy seed segment revenue for the three and nine months ended September 30, 2011, respectively, and 30% and 34% of total brachytherapy seed segment revenue for the three and nine months ended September 30, 2010, respectively. Our surgical products segment also sells to Bard.  Total consolidated sales to Bard, including sales in our brachytherapy seed segment and our surgical products segment, represented less than 10% of consolidated revenue for both the three and nine months ended September 30, 2011 and 11% and 12% for the three and nine months ended September 30, 2010, respectively.

Accounts receivable from Bard represented approximately 21% of brachytherapy accounts receivable and less than 10% of consolidated accounts receivable at September 30, 2011. At December 31, 2010, accounts receivable from Bard under the Bard Agreement represented approximately 19% of brachytherapy accounts receivable and 10% of consolidated accounts receivable.

Sales to Core in our brachytherapy segment totaled approximately 11% and 12% of total brachytherapy seed segment revenue for the three and nine months ended September 30, 2011, respectively, and 14% and 13% for the three and nine months ended September 30, 2010, respectively.  Accounts receivable due from Core on a consolidated basis was $2.2 million and $2.1 million at September 30, 2011 and December 31, 2010, respectively.  An allowance for doubtful accounts was established for all unpaid amounts due from Core at September 30, 2011 and December 31, 2010, respectively.

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SEGMENT REPORTING

9 Months Ended

Sep. 30, 2011

SEGMENT REPORTING

NOTE I - SEGMENT REPORTING

We are a medical device company serving the surgical products and cancer treatment markets, operating in two business segments. Our surgical products business consists of wound closure, vascular access, and specialty needle products. Our brachytherapy seed business produces, markets, and distributes “seeds” primarily in the minimally invasive treatment of localized prostate cancer.  Our brachytherapy product line includes our palladium-103 TheraSeed® device and the iodine-125 based devices, I-Seed and OncoSeed™, all of which are used primarily in the minimally invasive treatment of localized prostate cancer and services.

The following tables provide certain information for these segments (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Revenues
Surgical products	$	15,280		$	14,472		$	45,142		$	43,937
Brachytherapy seed		6,053			6,149			18,284			18,029
Intersegment eliminations		(271	)		(209	)		(575	)		(459	)
	$	21,062		$	20,412		$	62,851		$	61,507
Earnings from operations
Surgical products	$	780		$	154		$	1,087		$	152
Brachytherapy seed		1,243			1,127			3,838			3,246
Intersegment eliminations		15			(6	)		2			(18	)
	$	2,038		$	1,275		$	4,927		$	3,380
Capital expenditures
Surgical products	$	117		$	588		$	392		$	6,420
Brachytherapy seed		262			356			1,291			1,568
	$	379		$	944		$	1,683		$	7,988
Depreciation and amortization
Surgical products	$	973		$	1,246		$	3,407		$	3,689
Brachytherapy seed		839			562			1,997			1,742
	$	1,812		$	1,808		$	5,404		$	5,431

We evaluate business segment performance based on segment revenue and segment earnings from operations.Earnings from operations by segment do not include interest expense, interest income, other income and expense, or provisions for income taxes.  Intersegment eliminations are primarily for surgical products segment sales transactions.  Corporate expenses are allocated based upon the relative revenue for each segment.

Supplemental information related to significant assets and liabilities follows (in thousands):

	September 30, 2011			December 31,  2010
Identifiable assets
Surgical products	$	73,951		$	69,994
Brachytherapy seed		63,182			65,649
Corporate investment in subsidiaries		111,439			111,439
Intersegment eliminations		(131,269	)		(131,895	)
	$	117,303		$	115,187
Intangible assets
Surgical products	$	10,102		$	12,198
Brachytherapy seed		72			121
	$	10,174		$	12,319

Information regarding revenue by geographic regions follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Product sales
United States	$	17,928	$	17,881	$	53,779	$	54,023
Europe		1,894		1,772		6,078		5,368
Other foreign countries		678		371		1,349		1,033
		20,500		20,024		61,206		60,424
License and fee income
United States		225		160		644		427
Canada		337		228		1,001		656
		562		388		1,645		1,083
	$	21,062	$	20,412	$	62,851	$	61,507

Foreign sales are attributed to countries based on the location of the customer. Thelicense fees attributed to Canada are with Nordion, a Canadian based company, for the license of our TheraSphere® product.  Substantially all foreign product sales are related to the surgical products segment.  All of our long-lived assets are located within the United States.

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COMPREHENSIVE INCOME

9 Months Ended

Sep. 30, 2011

COMPREHENSIVE INCOME

NOTE G – COMPREHENSIVE INCOME

The following table summarizes comprehensive income for the applicable period (in thousands):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2011			2010		2011			2010
Comprehensive income:
Net earnings	$	1,141		$	771	$	2,784		$	1,697
Other comprehensive income, net of taxes:
Unrealized gain (loss) on securities available for sale		(62	)		32		(43	)		34
Total comprehensive income	$	1,079		$	803	$	2,741		$	1,731

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CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (USD $) In Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated other comprehensive gain (loss)
BEGINNING BALANCE at Dec. 31, 2010	$ 80,279	$ 336	$ 73,902	$ 6,029	$ 12
BEGINNING BALANCE (in shares) at Dec. 31, 2010		33,651
Issuance of restricted shares (in shares)		298
Issuance of restricted shares		3	(3)
Employee stock purchase plan (in shares)		33
Employee stock purchase plan	44	1	43
Share-based compensation	560		560
Other comprehensive loss	(43)				(43)
Shares retired (in shares)		(8)
Shares retired	(14)		(14)
Net earnings for the period	2,784			2,784
ENDING BALANCE at Sep. 30, 2011	$ 83,610	$ 340	$ 74,488	$ 8,813	$ (31)
ENDING BALANCE (in shares) at Sep. 30, 2011		33,974

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FINANCIAL INSTRUMENTS AND FAIR VALUE

9 Months Ended

Sep. 30, 2011

FINANCIAL INSTRUMENTS AND FAIR VALUE

NOTE C –FINANCIAL INSTRUMENTS AND FAIR VALUE

Financial Instruments

We are exposed to certain risks relating to our ongoing business operations. We manage our interest rate risk using interest rate swaps associated with outstanding borrowings under our credit agreement as our interest rates have floating rates based on LIBOR.  Our interest rate swaps are intended to convert a portion of our floating rate debt to a fixed rate.  We do not use interest rate swaps for speculative or trading purposes, and we hold no other derivative financial instruments other than interest rate swaps.  Our interest rate swaps are recorded as liabilities at fair value on our condensed consolidated balance sheets.  We enter into interest rate swaps that are designed to hedge our interest rate risk but are not designated as “hedging instruments”, as defined under guidance issued by the FASB.  Changes in the fair value of these instruments are recognized as interest expense on our condensed consolidated statements of earnings.  The counterparty to our interest rate swaps is the lender under our credit agreement.  Accordingly, we are exposed to counterparty credit risk from this financial institution. We entered into interest rate swaps based on our relationship with this financial institution as our lender and on their credit rating and the rating of their parent company. We continue to monitor our counterparty credit risk.

A roll forward of the notional value of our interest rate swaps for the nine months ended September 30, 2011 is as follows (in thousands):

Balance, December 31, 2010	$	11,000
New contracts		-
Matured contracts		(2,500	)
Balance, September 30, 2011	$	8,500

The location and fair value of our derivative financial instruments not designated as hedging instruments in our condensed consolidated balance sheets were as follows (in thousands):

Type	Maturity	Balance Sheet Location	September 30, 2011		December 31, 2010
Interest rate swaps	June 2012	Other current liabilities	$	89	$	-
Interest rate swaps	June 2012	Other long-term liabilities	$	-	$	187

The following table includes information about gains and losses recognized on our derivative financial instruments not designated as hedging instruments in our condensed consolidated statements of earnings (in thousands):

	Three Months Ended September 30,					Nine Months Ended September 30,					Location of Loss  (Gain) Recognized
	2011			2010		2011			2010		in Income
Periodic settlements	$	38		$	45	$	111		$	148	Interest expense
Change in fair value	$	(38	)	$	20	$	(98	)	$	152	Interest expense

Fair Value of Financial Instruments Measured at Fair Value on a Recurring Basis

We measure fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In accordance with guidance issued by the FASB, we use a three-level fair value hierarchy to prioritize the inputs used to measure fair value. The hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

● Level 1 — Quoted prices in active markets for identical assets or liabilities.

● Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

We had the following assets (liabilities) measured at fair value on a recurring basis subject to disclosure requirements:

	Quoted Prices  in Active  Markets (Level 1)			Significant  Other Observable  Inputs (Level 2)				Significant  Unobservable Inputs (Level 3)			Total
September 30, 2011
Money market funds		$	8,252		$	-			$	-		$	8,252
Marketable securities			13,751			-				-			13,751
Total assets		$	22,003		$	-			$	-		$	22,003
Interest rate swaps liability		$	-		$	(89	)		$	-		$	(89	)

	Quoted Prices  in Active  Markets (Level 1)			Significant  Other Observable Inputs (Level 2)				Significant  Unobservable Inputs (Level 3)			Total
December 31, 2010
Money market funds		$	8,053		$	-			$	-		$	8,053
Marketable securities			10,949			-				-			10,949
Total assets		$	19,002		$	-				-		$	19,002
Interest rate swaps liability		$	-		$	(187	)		$	-		$	(187	)

Our interest rate swaps are contracts with our financial institution and are not contracts that can be traded in a ready market.   We estimate the fair value of our interest rate swaps based on, among other things, discounted cash flows based upon current market expectations about future amounts, yield curves, and mid-market pricing.  Accordingly, we classify our interest rate swap agreements as Level 2.  Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have been used had a ready market for our interest rate swaps existed.

Financial Instruments Not Measured at Fair Value

Our financial instruments not measured at fair value consist of cash and cash equivalents, accounts receivable, and accounts payable, the carrying value of each approximating fair value due to the nature of these accounts. Our financial instruments not measured at fair value also include borrowings under our credit agreement.  We estimate the fair value of outstanding borrowings under our credit agreement based on the current market rates applicable to borrowers with credit profiles similar to us.  We estimate that the carrying value of our borrowings approximates fair value at September 30, 2011.

There were no nonfinancial assets or nonfinancial liabilities measured at fair value at September 30, 2011 or December 31, 2010.

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INVENTORIES

9 Months Ended

Sep. 30, 2011

INVENTORIES

NOTE D - INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (“FIFO”) method. Market is replacement cost or net realizable value. We estimate reserves for inventory obsolescence based on our judgment of future realization. Inventories were comprised of the following (in thousands):

	September 30, 2011			December 31, 2010
Raw materials	$	7,592		$	5,709
Work in process		4,048			2,423
Finished goods		3,981			4,625
Spare parts and supplies		921			928
		16,542			13,685
Allowance for obsolete inventory		(678	)		(569	)
Inventories, net	$	15,864		$	13,116

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INCOME TAXES

9 Months Ended

Sep. 30, 2011

INCOME TAXES

NOTE E - INCOME TAXES

Our effective income tax rates, which include federal and state income taxes, were approximately 40% and 38% for the three and nine months ending September 30, 2011, respectively, and were approximately 26% and 37% for the three and nine months ending September 30, 2010, respectively. Our third quarter 2010 tax rate was lower than income taxes as computed at the statutory rates primarily as a result of state investment tax credits related to assets placed in service in the third quarter of 2010.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$ 2,784	$ 1,697
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	5,404	5,431
Deferred income taxes	(213)	(768)
Provision for allowances	452	853
Share-based compensation	560	397
Change in fair value of interest rate swaps	(98)	152
Decommissioning retirement liability	43	40
Loss on sale of equipment	4	111
Changes in assets and liabilities:
Accounts receivable	(545)	(2,819)
Inventories	(2,857)	(2,106)
Prepaid expenses and other current assets	52	242
Trade accounts payable	496	334
Accrued salaries, wages and payroll taxes	426	510
Income taxes payable	406	803
Other current liabilities	18	504
Other	81	(98)
Net cash provided by operating activities	7,013	5,283
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and construction of property and equipment	(1,683)	(7,988)
Proceeds from sale of property and equipment	36	6
Purchases of marketable securities	(10,147)	(13,885)
Maturities of marketable securities	6,935	2,135
Proceeds from sales of marketable securities	187	663
Net cash used by investing activities	(4,672)	(19,069)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings	(2,500)	(2,500)
Employee stock purchase plan	44
Retirement of common stock	(14)
Net cash used by financing activities	(2,470)	(2,500)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(129)	(16,286)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	29,674	45,326
CASH AND CASH EQUIVALENTS AT END OF PERIOD	29,545	29,040
SUPPLEMENTARY CASH FLOW DISCLOSURE:
Interest paid	615	701
Income taxes paid	1,548	971
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Liability for property and equipment acquired	$ 90	$ 661

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BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

9 Months Ended

Sep. 30, 2011

BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

NOTE A - BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

The accompanying unaudited interim condensed consolidated financial statements reflect the consolidated operations of Theragenics Corporation and its wholly-owned subsidiaries.  All material intercompany accounts and transactions have been eliminated.  The terms "Company", "we", "us", or "our" mean Theragenics Corporation and all entities included in our consolidated financial statements. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and footnote disclosures normally included in our annual consolidated financial statements.

To prepare financial statements in accordance with GAAP, we must make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities at the date of the financial statements.  Actual amounts may differ from these estimated amounts.  In our opinion, these interim financial statements include all adjustments (including normal recurring accruals) considered necessary for a fair presentation.

Our consolidated results of operations for the interim periods presented herein are not necessarily indicative of the results that may be expected for a full year.  These interim financial statements and notes should be read in conjunction with our audited consolidated financial statements and notes for the year ended December 31, 2010 included in the Form 10-K Annual Report that we filed with the SEC.

We are a medical device company serving the surgical products and cancer treatment markets, operating in two business segments. Our surgical products business consists of wound closure, vascular access, and specialty needle products.  Wound closure includes sutures, needles, and other surgical products.  Vascular access includes introducers, guidewires, and related products.  Specialty needles include coaxial, biopsy, spinal and disposable veress needles, access trocars, and other needle based products.  Our surgical products segment serves a number of markets and applications, including among other areas, interventional cardiology, interventional radiology, vascular surgery, orthopedics, plastic surgery, dental surgery, urology, veterinary medicine, pain management, endoscopy, and spinal surgery.  Our brachytherapy business manufactures, markets and distributes “seeds” used primarily in the minimally invasive treatment of localized prostate cancer.  Our brachytherapy product line includes our palladium-103 TheraSeed® device and the iodine-125 based devices I-Seed and OncoSeed™, all of which are used primarily in the minimally invasive treatment of localized prostate cancer.

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2011

EARNINGS PER SHARE

NOTE J – EARNINGS PER SHARE

Basic earnings per share represents net earnings divided by the weighted average shares outstanding. Diluted earnings per share represents net earnings divided by weighted average shares outstanding adjusted for the incremental dilution of outstanding stock options and non-vested restricted stock awards.  A reconciliation of weighted average common shares outstanding to weighted average common shares outstanding assuming dilution for the periods presented follows (in thousands, except per share data):

	Three Months Ended September 30,				Nine Months ended September 30,
		2011		2010		2011		2010
Net earnings	$	1,141	$	771	$	2,784	$	1,697
Weighted average common shares outstanding		33,442		33,276		33,400		33,252
Incremental common shares issuable under  stock options and awards		285		131		366		178
Weighted average common shares outstanding  assuming dilution		33,727		33,407		33,766		33,430
Earnings per share
Basic	$	0.03	$	0.02	$	0.08	$	0.05
Diluted	$	0.03	$	0.02	$	0.08	$	0.05

Potential common stock issuable upon the exercise of approximately 1,413,000 and 1,077,000 stock options for the three and nine months ended September 30, 2011, respectively, were not included in the diluted earnings per share calculation because their effect is antidilutive.  For both the three and nine months ended September 30, 2010, potential common stock from approximately 1,019,000 stock options were not included in the diluted earnings per share calculation because their effect is antidilutive.

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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
REVENUE
Product sales	$ 20,500	$ 20,024	$ 61,206	$ 60,424
License and fee income	562	388	1,645	1,083
Revenues, Total	21,062	20,412	62,851	61,507
COST OF SALES	12,293	11,919	37,407	36,343
GROSS PROFIT	8,769	8,493	25,444	25,164
OPERATING EXPENSES
Selling, general and administrative	5,651	5,889	17,044	17,911
Amortization of purchased intangibles	698	728	2,094	2,379
Research and development	380	529	1,375	1,383
Loss on sale of equipment	2	72	4	111
Operating Expenses, Total	6,731	7,218	20,517	21,784
EARNINGS FROM OPERATIONS	2,038	1,275	4,927	3,380
NON-OPERATING INCOME/(EXPENSE)
Interest income	39	27	122	69
Interest expense	(166)	(257)	(529)	(796)
Other	1		4	49
Nonoperating Income (Expense), Total	(126)	(230)	(403)	(678)
EARNINGS BEFORE INCOME TAX	1,912	1,045	4,524	2,702
Income tax expense	771	274	1,740	1,005
NET EARNINGS	$ 1,141	$ 771	$ 2,784	$ 1,697
NET EARNINGS PER COMMON SHARE:
Basic	$ 0.03	$ 0.02	$ 0.08	$ 0.05
Diluted	$ 0.03	$ 0.02	$ 0.08	$ 0.05
WEIGHTED AVERAGE SHARES:
Basic	33,442	33,276	33,400	33,252
Diluted	33,727	33,407	33,766	33,430