(Former name, former address and former fiscal year, if changed since last report)

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 such filing requirements for the past 90 days. Yes x☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files.) Yes x☒ No ¨☐

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

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

Shares of common stock, $0.001 par value, outstanding on ~~July 29,~~November 1, 2016: ~~58,417,397~~58,425,397


	June 30,			December 31,			September 30,			December 31,
	2016			2015			2016			2015
Assets
Current Assets:
Cash and cash equivalents	$	12,754		$	12,614		$	11,624		$	12,614
Accounts receivable - less allowances of $1,470 at June 30, 2016 and $1,454 at December 31, 2015		37,263			47,243
Accounts receivable - less allowances of $1,721 at September 30, 2016 and $1,454 at December 31, 2015								38,512			47,243
Inventories - net		121,035			118,673			125,250			118,673
Prepaid and other current assets		13,777			13,184			7,437			13,184

Total current assets		184,829			191,714			182,823			191,714
Property, plant and equipment - net		88,201			84,992			89,070			84,992
Deferred tax assets - net		22,240			22,385			21,555			22,385
Goodwill		54,887			54,887			54,887			54,887
Other intangible assets - net		25,714			26,213			25,682			26,213
Other assets - net		405			471			393			471

Total assets	$	376,276		$	380,662		$	374,410		$	380,662

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	25,760		$	20,446		$	23,287		$	20,446
Accrued expenses		20,354			28,609			17,337			28,609
Current portion of deferred revenue		4,891			4,865			4,816			4,865
Current portion of short and long-term obligations		4,995			5,853			4,689			5,853

Total current liabilities		56,000			59,773			50,129			59,773
Long-term obligations - less current portion		72,173			73,384			78,720			73,384
Other long-term liabilities		527			472			395			472
Deferred revenue		8,896			9,354			7,754			9,354

Total liabilities		137,596			142,983			136,998			142,983
Preferred stock Series A, $.001 par value: 5,000,000 shares authorized; 50,000 shares issued and outstanding		58,143			56,323			59,073			56,323
Stockholders’ equity:
Common stock, $.001 par value: 150,000,000 shares authorized; 58,031,674 and 57,803,111 shares issued and outstanding, respectively		58			58
Common stock, $.001 par value: 150,000,000 shares authorized; 58,417,397 and 57,803,111 shares issued and outstanding, respectively								58			58
Additional paid-in capital		416,999			417,725			418,166			417,725
Accumulated other comprehensive loss		(7,136	)		(7,042	)		(6,895	)		(7,042	)
Accumulated deficit		(228,830	)		(228,939	)		(232,436	)		(228,939	)
Less treasury stock, 259,443 and 230,352 shares, respectively, at cost		(554	)		(446	)		(554	)		(446	)

Total stockholders’ equity		180,537			181,356			178,339			181,356

Total liabilities and stockholders’ equity	$	376,276		$	380,662		$	374,410		$	380,662


	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2016			2015			2016			2015			2016			2015			2016			2015
Revenues	$	67,620		$	71,609		$	134,971		$	139,643		$	66,547		$	66,529		$	201,518		$	206,172
Costs of processing and distribution		33,671			34,406			64,997			65,441			32,273			31,296			97,270			96,737

Gross profit		33,949			37,203			69,974			74,202			34,274			35,233			104,248			109,435

Expenses:
Marketing, general and administrative		28,402			27,369			55,954			54,624			28,724			25,464			84,678			80,088
Research and development		4,084			4,119			8,245			7,699			3,789			3,793			12,034			11,492
Restructuring charges		1,107			—			1,107			—			—			—			1,107			—
Strategic review costs														650			—			650			—
CEO Retirement and transition costs														4,107			—			4,107			—
Contested proxy expenses		2,372			—			2,680			—			—			—			2,680			—
Severance charges		711			—			711			—
Severance costs														328			—			1,039			—

Total operating expenses		36,676			31,488			68,697			62,323			37,598			29,257			106,295			91,580

Operating (loss) income		(2,727	)		5,715			1,277			11,879			(3,324	)		5,976			(2,047	)		17,855

Other (expense) income:
Interest expense		(392	)		(327	)		(753	)		(645	)		(308	)		(336	)		(1,061	)		(981	)
Interest income		6			1			7			3			1			—			8			3
Foreign exchange (loss) gain		(38	)		39			8			61
Foreign exchange loss														(67	)		(69	)		(59	)		(8	)

Total other expense - net		(424	)		(287	)		(738	)		(581	)		(374	)		(405	)		(1,112	)		(986	)

(Loss) income before income tax provision		(3,151	)		5,428			539			11,298			(3,698	)		5,571			(3,159	)		16,869
Income tax benefit (provision)		859			(1,923	)		(430	)		(4,051	)		92			(2,069	)		(338	)		(6,120	)

Net (loss) income		(2,292	)		3,505			109			7,247			(3,606	)		3,502			(3,497	)		10,749

Convertible preferred dividend		(870	)		(820	)		(1,728	)		(1,628	)		(883	)		(832	)		(2,611	)		(2,460	)

Net (loss) income applicable to common shares		(3,162	)		2,685			(1,619	)		5,619			(4,489	)		2,670			(6,108	)		8,289

Other comprehensive (loss) income:
Unrealized foreign currency translation (loss) gain		(556	)		923			(94	)		(2,552	)
Unrealized foreign currency translation gain (loss)														241			340			147			(2,212	)

Comprehensive (loss) income	$	(3,718	)	$	3,608		$	(1,713	)	$	3,067		$	(4,248	)	$	3,010		$	(5,961	)	$	6,077

Net (loss) income per common share - basic	$	(0.05	)	$	0.05		$	(0.03	)	$	0.10		$	(0.08	)	$	0.05		$	(0.10	)	$	0.14

Net (loss) income per common share - diluted	$	(0.05	)	$	0.05		$	(0.03	)	$	0.10		$	(0.08	)	$	0.05		$	(0.10	)	$	0.14

Weighted average shares outstanding - basic		58,215,477			57,523,447			58,065,185			57,301,204			58,353,110			57,701,810			58,173,580			57,492,606

Weighted average shares outstanding - diluted		58,215,477			58,755,954			58,065,185			58,342,045			58,353,110			58,922,423			58,173,580			58,591,303


	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Treasury Stock			Total			Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Treasury Stock			Total
Balance, December 31, 2015	$	58	$	417,725		$	(7,042	)	$	(228,939	)	$	(446	)	$	181,356		$	58	$	417,725		$	(7,042	)	$	(228,939	)	$	(446	)	$	181,356
Net income		—		—			—			109			—			109
Net loss																			—		—			—			(3,497	)		—			(3,497	)
Foreign currency translation adjustment		—		—			(94	)		—			—			(94	)		—		—			147			—			—			147
Exercise of common stock options		—		14			—			—			—			14			—		14			—			—			—			14
Stock-based compensation		—		1,100			—			—			—			1,100			—		3,075			—			—			—			3,075
Purchase of treasury stock		—		—			—			—			(108	)		(108	)		—		—			—			—			(108	)		(108	)
Amortization of preferred stock Series A issuance costs		—		(92	)		—			—			—			(92	)		—		(139	)		—			—			—			(139	)
Preferred stock Series A dividend		—		(1,728	)		—			—			—			(1,728	)		—		(2,611	)		—			—			—			(2,611	)
Change in tax benefit from stock - based compensation		—		(20	)		—			—			—			(20	)
Change in tax benefit from stock- based compensation																			—		102			—			—			—			102

Balance, June 30, 2016	$	58	$	416,999		$	(7,136	)	$	(228,830	)	$	(554	)	$	180,537
Balance, September 30, 2016																		$	58	$	418,166		$	(6,895	)	$	(232,436	)	$	(554	)	$	178,339


	For the Three Months						For the Six Months						For the Three Months						For the Nine Months
	Ended June 30,						Ended June 30,						Ended September 30,						Ended September 30,
	2016			2015			2016			2015			2016			2015			2016			2015
Cash flows from operating activities:
Net (loss) income	$	(2,292	)	$	3,505		$	109		$	7,247		$	(3,606	)	$	3,502		$	(3,497	)	$	10,749
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization expense		4,384			4,380			8,694			8,346			4,393			4,111			13,087			12,457
Provision for bad debts and product returns		191			213			495			828			451			155			946			983
Provision for inventory write-downs		1,425			1,859			2,370			3,055			2,052			1,418			4,422			4,473
Amortization of deferred revenue		(1,217	)		(1,159	)		(2,434	)		(3,905	)		(1,216	)		(1,160	)		(3,650	)		(5,065	)
Deferred income tax provision		(532	)		421			(119	)		679			485			2,226			366			2,905
Stock-based compensation		600			680			1,100			1,253			1,975			662			3,075			1,915
Other		96			354			264			879			316			264			580			1,143
Change in assets and liabilities:
Accounts receivable		4,467			(683	)		9,540			(2,607	)		(1,668	)		(3,902	)		7,872			(6,509	)
Inventories		(241	)		(3,724	)		(4,572	)		(8,007	)		(6,164	)		(2,664	)		(10,736	)		(10,671	)
Accounts payable		1,731			(933	)		4,495			(762	)		(3,400	)		(7,910	)		1,095			(8,672	)
Accrued expenses		(1,242	)		(132	)		(8,318	)		(3,996	)		(3,042	)		(276	)		(11,360	)		(4,272	)
Deferred revenue		—			—			2,000			2,000			—			—			2,000			2,000
Other operating assets and liabilities		(584	)		930			(415	)		1,707			6,249			(720	)		5,834			987

Net cash provided by operating activities		6,786			5,711			13,209			6,717
Net cash (used in) provided by operating activities														(3,175	)		(4,294	)		10,034			2,423

Cash flows from investing activities:
Purchases of property, plant and equipment		(4,766	)		(4,312	)		(9,403	)		(8,577	)		(3,371	)		(4,392	)		(12,774	)		(12,969	)
Patent and acquired intangible asset costs		(195	)		(94	)		(1,391	)		(116	)		(804	)		(133	)		(2,195	)		(249	)

Net cash used in investing activities		(4,961	)		(4,406	)		(10,794	)		(8,693	)		(4,175	)		(4,525	)		(14,969	)		(13,218	)

Cash flows from financing activities:
Proceeds from exercise of common stock options		14			1,193			14			1,907			—			570			14			2,477
Proceeds from long-term obligations		4,000			—			7,000			—			8,000			6,750			15,000			6,750
Net (payments) proceeds from short-term obligations		(600	)		(162	)		(849	)		348			(662	)		160			(1,511	)		508
Payments on long-term obligations		(4,166	)		(1,513	)		(8,299	)		(3,026	)		(1,125	)		(1,135	)		(9,424	)		(4,161	)
Other financing activities		—			(51	)		(108	)		(211	)		—			42			(108	)		(169	)

Net cash used in financing activities		(752	)		(533	)		(2,242	)		(982	)
Net cash provided by financing activities														6,213			6,387			3,971			5,405

Effect of exchange rate changes on cash and cash equivalents		(47	)		23			(33	)		(46	)		7			41			(26	)		(5	)

Net increase (decrease) in cash and cash equivalents		1,026			795			140			(3,004	)
Net decrease in cash and cash equivalents														(1,130	)		(2,391	)		(990	)		(5,395	)
Cash and cash equivalents, beginning of period		11,728			11,904			12,614			15,703			12,754			12,699			12,614			15,703

Cash and cash equivalents, end of period	$	12,754		$	12,699		$	12,754		$	12,699		$	11,624		$	10,308		$	11,624		$	10,308

Supplemental cash flow disclosure:
Cash paid for interest	$	396		$	80		$	789		$	469		$	435		$	602		$	1,224		$	1,071
Cash paid for income taxes, net of refunds		138			767			176			1,521			106			1,110			282			2,631
Non-cash acquisition of property, plant and equipment		1,128			1,165			1,257			1,760			1,212			1,743			1,445			17
Stock-based compensation related to severance		—			—			—			310			—			—			—			310
Increase in accrual for dividend payable		870			820			1,728			1,628			883			832			2,611			2,460

The Company is a leader in the use of natural tissues, metals and synthetics to produce orthopedic and other surgical implants that repair and promote the natural healing of human bone and other human tissues and improve surgical outcomes. The Company processes donated human musculoskeletal and other tissue, including bone, cartilage, tendon, ligament, fascia lata, pericardium, sclera and dermal tissue, and bovine and porcine animal tissue in producing allograft and xenograft implants utilizing proprietary BIOCLEANSE^®, TUTOPLAST^® and CANCELLE^® SP sterilization processes, and manufactures metal and synthetic implants for distribution to hospitals and surgeons. The Company processes tissue at two facilities in Alachua, Florida and one facility in Neunkirchen, Germany, and manufactures metal and synthetic implants in Marquette, Michigan and Greenville, North Carolina. The Company distributes its implants and services in all 50 states and in over 45 countries worldwide.

The accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring accruals, which the Company considers necessary for a fair presentation of the results of operations for the periods shown. The condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a fair presentation of consolidated financial position, results of operations, comprehensive (loss) income ~~(loss)~~ and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

The condensed consolidated financial statements include the accounts of RTI Surgical, Inc. and its wholly owned subsidiaries, Pioneer Surgical Technology, Inc. (“Pioneer”), Tutogen Medical, Inc. (“TMI”), RTI Surgical, Inc. – Cardiovascular (inactive), Biological Recovery Group, Inc. (inactive) and RTI Services, Inc. (inactive). The condensed consolidated financial statements also include the accounts of RTI Donor Services, Inc. (“RTIDS”), which is a controlled entity.

Compensation – Stock Compensation— In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09,“Compensation – Stock Compensation” (Topic 718) (“ASU 2016-09”). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2016. The Company is currently assessing the impact of adopting ASU 2016-09 on its condensed consolidated financial statements and footnote disclosures.

Revenue from Contracts with Customers— In May 2014, the FASB issued ASU No. 2014-09,“Revenue from Contracts with ~~Customers~~Customers” (Topic 606)” (“ASU 2014-09”), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605,“Revenue Recognition”. ~~This~~ ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ~~The~~ ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. As updated in August 2015, the effective date of ASU 2014-09 will be annual reporting periods beginning after December 15, 2017, using one of two retrospective application methods.

In March and April 2016, the FASB issued two updates to the revenue recognition ~~guidance (Topic 606),~~guidance: ASU 2016-08“Principal Versus Agent Considerations” (Topic 606) (Reporting Revenue Gross Versus Net), and ASU 2016-10,“Identifying Performance Obligations and Licensing” (Topic 606).

In May 2016, the FASB issued ~~Accounting Standards~~ASU Update No. 2016-12 (“ASU 2016-12”) which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition.

The Company has not determined the impact ASU 2014-09, ASU 2016-08, ASU 2016-10 and ASU 2016-12 will have on its condensed consolidated financial statements and footnote disclosures. However, an implementation project team has been identified and the Company plans to complete its preliminary assessment, which includes a subset of representative contracts, in 2016. Once the initial evaluation is complete, the Company will expand the scope of its assessment to include all contracts with customers.

Simplifying the Presentation of Debt Issuance Costs— In April 2015, the FASB issued ASU No. 2015-03, “Interest – Imputation of ~~Interest (Topic 835):~~Interest: Simplifying the Presentation of Debt Issuance Costs” (Topic 835) (“ASU No. 2015-03”). ~~This~~ ASU No. 2015-03 simplifies the accounting for debt issuance costs by requiring such costs to be presented as a direct deduction from the related debt liability rather than as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. ~~The~~ ASU No. 2015-03 requires retrospective application and represents a change in accounting principle. The Company adopted ~~this~~ ASU No. 2015-03 effective January 1, 2016 and has presented debt issuance costs of ~~$387~~$341 and $403 as of ~~June~~September 30, 2016 and December 31, 2015, respectively, as a direct deduction from the carrying amounts of its debt liabilities. The December 31, 2015 amount was previously recorded in ~~other assets-net.~~“Other assets-net”.

The Company has six stock-based compensation plans (although it may currently issue awards only under one of such plans). The Company’s policy is to grant stock options at an exercise price equal to 100% of the market value of a share of common stock at closing on the date of the grant. The Company’s stock options generally have ten-year contractual terms and vest over a one to ~~five year~~five-year period from the date of grant. The Company’s policy is to grant restricted stock awards at a fair value equal to 100% of the market value of a share of common stock at closing on the date of the grant. The Company’s restricted stock awards generally vest over one to ~~three year~~three-year periods.

2015 Incentive Compensation Plan –On April 14, 2015, the Company’s stockholders approved and adopted the 2015 Incentive Compensation Plan, (the “2015 Plan”). The 2015 Plan provides for the grant of incentive and nonqualified stock options and restricted stock to key employees, including officers and directors of the Company and consultants and advisors. The 2015 Plan allows for up to 4,656,587 shares of common stock to be issued with respect to awards granted.

1998 Stock Option Plan, 2004 Equity Incentive Plan, 2010 Equity Incentive Plan, TMI 1996 Stock Option Plan and TMI 2006 Incentive and Non-Statutory Stock Option Plan –The Company adopted equity incentive plans in 1998 (the “1998 Plan”), 2004 (the “2004 Plan”) and 2010 (the “2010 Plan”) and in connection with the merger with TMI in 2008, the Company assumed the TMI 1996 Stock Option Plan (the “1996 Plan”) and the TMI 2006 Incentive and Non-Statutory Stock Option Plan (the “2006 Plan”), which provided for the grant of incentive and nonqualified stock options and restricted stock to key employees, including officers and directors of the Company and consultants and advisors. With the adoption of the 2015 Plan, new stock options and restricted stock may no longer be awarded under the 1998 Plan, 2004 Plan, 2010 Plan, 1996 Plan or the 2006 Plan.

As of ~~June~~September 30, 2016, there was ~~$3,234~~$2,974 of total unrecognized stock-based compensation related to nonvested stock options. That expense is expected to be recognized over a weighted-average period of ~~3.36~~3.12 years.

Stock options outstanding, exercisable and available for grant at ~~June~~September 30, 2016 are summarized as follows:


						Weighted									Weighted
				Weighted		Average							Weighted		Average
				Average		Remaining		Aggregate					Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic		Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Life (Years)		Value		Shares			Price		Life (Years)		Value
Outstanding at January 1, 2016		5,661,514		$	4.49						5,661,514		$	4.49
Granted		619,352			3.31						619,352			3.31
Exercised		(5,000	)		2.81						(5,000	)		2.81
Forfeited or expired		(372,279	)		5.76						(419,979	)		5.67

Outstanding at June 30, 2016		5,903,587		$	4.28		5.81	$	880
Outstanding at September 30, 2016											5,855,887		$	4.28		5.60	$	249

Vested or expected to vest at June 30, 2016		5,630,859		$	4.29		5.66	$	845
Vested or expected to vest at September 30, 2016											5,614,949		$	4.29		5.46	$	249

Exercisable at June 30, 2016		3,793,838		$	4.36		4.39	$	708
Exercisable at September 30, 2016											3,772,138		$	4.35		4.20	$	249

Available for grant at June 30, 2016		3,476,846
Available for grant at September 30, 2016											3,314,686

The aggregate intrinsic value in the tables above represents the total pre-tax intrinsic value of stock options for which the fair market value of the underlying common stock exceeded the respective stock option exercise price.


	For the Six Months Ended				For the Nine Months Ended
	June 30,				September 30,
	2016		2015		2016		2015
Weighted average fair value of stock options granted	$	1.55	$	2.48	$	1.55	$	2.49
Aggregate intrinsic value of stock options exercised		6		973		6		1,572

The aggregate intrinsic value of stock options exercised in a period represents the pre-tax cumulative difference, for the stock options exercised during the period, between the fair market value of the underlying common stock and the stock option exercise ~~prices, of the stock options exercised during the period.~~prices.

During the first quarter of 2016, the Company granted 223,563 shares of time-based restricted stock and 223,563 shares of performance-based restricted stock. Both sets of awards vest over a ~~three year~~three-year period, with a weighted-average grant date fair value of $3.31 per share. During the third quarter of 2016, the Company granted 162,160 shares of restricted stock with a weighted-average grant date fair value of $3.70 per share which vest over a one-year period. As of ~~June~~September 30, 2016, there was ~~$1,465~~$1,735 of total unrecognized stock-based compensation related to time-based and performance-based, nonvested restricted stock. That expense is expected to be recognized on a straight-line basis over a weighted-average period of ~~2.33~~1.78 years.

For the three and ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, the Company recognized stock-based compensation as follows:

   For the Three Months Ended    For the Six Months Ended
   June 30,    June 30,
   2016    2015    2016    2015
Stock-based compensation:

Costs of processing and distribution
   $ 33       $ 33       $ 66       $ 66
Marketing, general and administrative
   552       632       1,004       1,157
Research and development
   15       15       30       30








Total
   $ 600       $ 680       $ 1,100       $ 1,253

A reconciliation of the number of shares of common stock used in the calculation of basic and diluted net income per common share is presented below:


	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
	2016		2015		2016		2015		2016		2015		2016		2015
Basic shares		58,215,477		57,523,447		58,065,185		57,301,204		58,353,110		57,701,810		58,173,580		57,492,606
Effect of dilutive securities:
Stock options		—		1,232,507		—		1,040,841		—		1,220,613		—		1,098,697

Diluted shares		58,215,477		58,755,954		58,065,185		58,342,045		58,353,110		58,922,423		58,173,580		58,591,303

For the three months ended ~~June~~September 30, 2016 and 2015, approximately ~~4,073,600~~4,854,771 and ~~1,769,477,~~1,736,119, respectively, and for the ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, approximately ~~4,144,433~~4,787,572 and ~~1,791,572,~~1,767,376, respectively, of issued stock options were not included in the computation of diluted net income per common share because they were anti-dilutive since their exercise price exceeded the market price. For the three and ~~six~~nine months ended ~~June~~September 30, 2016, options to purchase ~~417,311~~278,766 and ~~347,038,~~306,527, respectively, of common stock were not included in the computation of diluted loss per share because dilutive shares are not factored into this calculation when a net loss is reported.

For the three and nine months ended ~~June~~September 30, 2016 and 2015, 50,000 shares of convertible preferred stock and accrued but unpaid dividends were anti-dilutive on an as if-converted basis and were not included in the computation of diluted net (loss) income per common share.


	June 30,		December 31,		September 30,		December 31,
	2016		2015		2016		2015
Unprocessed tissue, raw materials and supplies	$	28,518	$	33,028	$	28,775	$	33,028
Tissue and work in process		38,338		36,614		39,564		36,614
Implantable tissue and finished goods		54,179		49,031		56,911		49,031

	$	121,035	$	118,673	$	125,250	$	118,673

For the three months ended ~~June~~September 30, 2016 and 2015, the Company had inventory write-downs of ~~$1,425~~$2,052 and ~~$1,859,~~$1,418, respectively, and for the ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, the Company had inventory write-downs of ~~$2,370~~$4,422 and ~~$3,055,~~$4,473, respectively, relating primarily to product obsolescence.


	June 30,			December 31,			September 30,			December 31,
	2016			2015			2016			2015
Land	$	2,340		$	2,319		$	2,353		$	2,319
Buildings and improvements		63,765			63,699			63,816			63,699
Processing equipment		43,607			41,831			47,003			41,831
Surgical instruments		17,675			15,702			18,168			15,702
Office equipment, furniture and fixtures		4,976			4,657			2,736			4,657
Computer equipment and software		14,675			11,804			14,716			11,804
Construction in process		13,519			10,850			15,914			10,850
Office equipment under capital leases		152			152			—			152

		160,709			151,014			164,706			151,014
Less accumulated depreciation		(72,508	)		(66,022	)		(75,636	)		(66,022	)

	$	88,201		$	84,992		$	89,070		$	84,992

For the three months ended ~~June~~September 30, 2016 and 2015, the Company had depreciation expense in connection with property, plant and equipment of ~~$3,454~~$3,459 and ~~$3,257,~~$3,011, respectively, and for the ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, the Company had depreciation expense of property, plant and equipment of ~~$6,836~~$10,295 and ~~$6,201,~~$9,212, respectively.


	June 30, 2016				December 31, 2015				September 30, 2016				December 31, 2015
	Gross				Gross				Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated		Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization		Amount		Amortization		Amount		Amortization
Patents	$	11,834	$	3,834	$	11,532	$	3,448	$	11,783	$	4,028	$	11,532	$	3,448
Acquired licensing rights		11,850		7,996		10,850		7,691		12,204		8,149		10,850		7,691
Marketing and procurement intangible assets		22,181		8,321		22,179		7,209		22,756		8,884		22,179		7,209

Total	$	45,865	$	20,151	$	44,561	$	18,348	$	46,743	$	21,061	$	44,561	$	18,348

Marketing and procurement intangible assets include the following: procurement contracts, trademarks, selling and marketing relationships, customer lists and non-compete agreements.

For the three months ended ~~June~~September 30, 2016 and 2015, the Company had amortization expense of other intangible assets of ~~$930~~$934 and ~~$1,123,~~$1,100, respectively, and for the ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, the Company had amortization expense of other intangible assets of ~~$1,858~~$2,792 and ~~$2,145,~~$3,245, respectively. At ~~June~~September 30, 2016, management’s estimates of future amortization expense for the next five years are as follows:

   Amortization
   Expense
2016
   $ 1,700
2017
   3,300
2018
   3,300
2019
   3,300
2020
   3,300
2021
   3,300


   $ 18,200


	June 30,		December 31,		September 30,		December 31,
	2016		2015		2016		2015
Accrued compensation	$	3,297	$	4,740	$	3,032	$	4,740
Accrued severance charges		546		717		639		717
Accrued restructuring charges		430		—		150		—
Accrued CEO retirement and transition costs						2,572		—
Accrued distributor commissions		3,555		3,835		3,757		3,835
Accrued donor recovery fees		273		7,144		2,584		7,144
Accrued taxes		302		514		—		514
Accrued indemnification liability		6,173		6,579		—		6,579
Other		5,778		5,080		4,603		5,080

	$	20,354	$	28,609	$	17,337	$	28,609

The Company accrues for the estimated donor recovery fees due to third party recovery agencies as tissue is received.


	June 30,			December 31,			September 30,			December 31,
	2016			2015			2016			2015
Term loan	$	51,487		$	53,722		$	50,409		$	53,722
Credit facilities		25,659			25,477			33,000			25,477
Capital leases		22			38			—			38

Total		77,168			79,237			83,409			79,237
Less current portion		(4,995	)		(5,853	)		(4,689	)		(5,853	)

Long-term portion	$	72,173		$	73,384		$	78,720		$	73,384

~~The~~On July 16, 2013, the Company obtained from TD Bank and Regions Bank a ~~5-year,~~five-year $80,000 senior secured facility, which includes a $60,000 term loan and a $20,000 revolving credit facility that matures on July 16, 2018, with a variable interest rate between 100 and 175 basis points in excess of the one month LIBOR rate. On October 15, 2014, the Company entered into a ~~second amendment~~Second Amendment to the ~~second amended~~Second Amended and ~~restated loan agreement~~Restated Loan Agreement with TD Bank, N.A. and Regions Bank, which amended the loan agreement to remove certain financial covenants. On June 29, 2015, the Company entered into a ~~third amendment~~Third Amendment to the ~~second amended~~Second Amended and ~~restated loan agreement~~Restated Loan Agreement with TD Bank, N.A. and Regions Bank, which increased the maximum revolving credit amount from $20,000 to $30,000. On June 29, 2016, the Company entered into a ~~fourth amendment~~Fourth Amendment to the ~~second amended~~Second Amended and ~~restated loan agreement~~Restated Loan Agreement with TD Bank, N.A. and Regions Bank, which increased the maximum revolving credit amount from $30,000 to $45,000. At

~~June~~At September 30, 2016, the interest rate for the term loan and revolving credit facility is ~~1.95%~~2.03%. The facility is secured by substantially all the assets of the Company and its subsidiaries and guaranteed by the Company’s domestic subsidiaries, other than RTIDS. As of ~~June~~September 30, 2016, there was ~~$25,000~~$33,000 outstanding on the revolving credit facility. The term loan facility requires aggregate principal payments of ~~$10,500~~$9,375 from ~~July~~October 1, 2016 through June 30, 2018, with a final balloon principal payment at the end of the loan agreement. The credit agreement limits indebtedness and liens, restricts payment of dividends on common stock, requires the Company to maintain a minimum cash balance on hand of $10,000 and prescribes certain financial covenant ratios. The Company was in compliance with these financial covenants related to its senior secured credit facility as of ~~June~~September 30, 2016.

In addition to the credit facility with TD Bank and Regions Bank, the Company ~~has~~had through its German subsidiary, three credit facilities with three German banks as of June 30, 2016. Under the terms of the revolving credit facilities, the Company may borrow up to 1,700 Euro, or approximately $1,885, for working capital needs. The 1,000 Euro revolving credit facility is secured by a mortgage on the Company’s German facility. The 500 Euro revolving credit facility is secured by accounts receivable of the Company’s German subsidiary. The 200 Euro revolving credit facility is unsecured. The current interest rates for these lines of credit vary from 2.55% to 8.50%.banks. As of ~~June~~September 30, 2016, ~~there was $659 outstanding on revolving~~the three credit facilities with the three German ~~banks.~~banks were paid off and terminated.

The total available credit on the Company’s ~~four~~one revolving credit ~~facilities~~facility at ~~June~~September 30, 2016 was ~~$21,226.~~$12,000. The Company’s ability to access its revolving credit facility is subject to and can be limited by its compliance with its financial and other covenants. The Company was in compliance with the financial covenants related to its revolving credit ~~facilities~~facility as of ~~June~~September 30, 2016.

~~The Company has capital leases with interest rates ranging from 1.49% to 2.85% and maturity dates through 2017. The $22 representing future maturities~~

As of ~~capital leases includes immaterial interest at June 30, 2016. The present value of minimum lease payments as of June~~September 30, 2016, the Company paid off all remaining capital leases.

On November 7, 2016, as a result of the Company’s uncertainty regarding its ability to comply on a quarterly basis with its leverage to consolidated trailing 12-month earnings before interest, taxes, depreciation, and amortization ratio (the “Leverage to EBITDA Ratio”) covenant in the fourth quarter of 2016, the Company entered into a Fifth Amendment to the Second Amended and Restated Loan Agreement with TD Bank, N.A. and Regions Bank. The amendment increased the Company’s Leverage to EBITDA Ratio from 2.5 to 1.00 to 3.25 to 1.00 through March 31, 2017, and 3.0 to 1.00 after March 31, 2017. As of September 30, 2016, the Company’s leverage ratio was ~~$22.~~approximately 2.33. The amendment also decreased the Company’s maximum revolving credit amount from $45,000 to $42,500 and placed certain restrictions on the payment of preferred dividends.

As of ~~June~~September 30, 2016, contractual maturities of long-term obligations are as follows:


	Term Loan		Credit Facilities		Capital Leases		Total		Term Loan		Credit Facility		Total
2016	$	2,160	$	659	$	16	$	2,835	$	1,082	$	—	$	1,082
2017		5,070		—		6		5,076		5,070		—		5,070
2018		44,257		25,000		—		69,257		44,257		33,000		77,257

	$	51,487	$	25,659	$	22	$	77,168	$	50,409	$	33,000	$	83,409

The Company expects its deferred tax assets of ~~$22,240,~~$21,555, net of the valuation allowance at ~~June~~September 30, 2016 of ~~$1,353,~~$2,587, to be realized through the generation of future taxable income and the reversal of existing taxable temporary differences.

Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized. As such, valuation allowances of ~~$1,353~~$2,587 and $1,106 have been established at ~~June~~September 30, 2016 and December 31, 2015, respectively, against a portion of the deferred tax assets relating to certain net operating loss carryforwards.

U.S. income taxes have not been provided on the undistributed earnings of the Company’s foreign subsidiaries. It is not practicable to estimate the amount of tax that might be payable. The Company’s intention is to indefinitely reinvest earnings of its foreign subsidiaries outside of the U.S.

The Company evaluates the need for deferred tax asset valuation allowances based on a more likely than not standard. The ability to realize deferred tax assets depends on the ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction.

The assessment regarding whether a valuation allowance is required or should be adjusted also considers all available positive and negative evidence. It is difficult to conclude a valuation allowance is not required when there is significant objective and verifiable negative evidence, such as cumulative losses in recent years. The Company utilizes a rolling three years of actual results as the primary measure of cumulative losses in recent years.

On a rolling three year basis, the Company’s U.S. operations are in a cumulative income position. The Company considers this objectively verifiable evidence that its current U.S. operations existing on ~~June~~September 30, 2016, have consistently demonstrated the ability to operate at a profit. The Company has a history of utilizing 100 percent of its U.S. deferred taxes assets before they expire and the forecasts of taxable earnings project a complete realization of all U.S. deferred tax assets before they expire, including under stressed scenarios.

The Company’s German operations are also in a cumulative income position. The Company considers this objectively verifiable evidence that its current German operations existing on June 30, 2016, have consistently demonstrated the ability to operate at a profit. As of June 30, 2016, the Company’s German deferred tax assets primarily relate to net operating loss carryforwards. In general, the Company’s foreign net operating loss carryforwards can be carried forward indefinitely.

~~The Company’s~~and French operations are in a cumulative loss ~~position. The~~positions. Since inception, the Company’s French operations have generated losses. As a result, the Company has historically recorded a full valuation allowance on its French subsidiary’s deferred tax assets. During the quarter ended September 30, 2016, the Company’s German operations entered into a cumulative loss position. As a result, the Company recorded a full valuation allowance on its German subsidiary’s deferred tax assets.

The Company will continue to regularly assess the realizability of our deferred tax assets. Changes in historical earnings performance and future earnings projections, among other factors, may cause the Company to adjust its valuation allowance, which would impact the Company’s income tax expense in the period the Company determines that these factors have changed.

During the quarter ended June 30, 2016, the Company’s German subsidiary completed an examination by the German tax authorities. The examination covered the German subsidiary’s 2010 through 2013 tax years. No material adjustments were recorded as a result of the German examination.

On June 12, 2013, the Company and WSHP Biologics Holdings, LLC, an affiliate of Water Street Healthcare Partners, a leading healthcare-focused private equity firm (“Water Street”), entered into an investment agreement. Pursuant to

the terms of the investment agreement, the Company issued $50,000 of convertible preferred equity to Water Street in a private placement which closed on July 16, 2013, with preferred stock issuance costs of $1,290. The ~~Preferred Stock~~preferred stock accrues dividends at a rate of 6% per annum. To the extent dividends are not paid in cash in any quarter, the dividends which have accrued on each outstanding share of ~~Preferred Stock~~preferred stock during such three-month period will accumulate until paid in cash or converted to common stock. Our credit agreement with TD Bank and Regions Bank contains various covenants of financial conditions which, if not met, would restrict the Company from paying dividends.


	Preferred Stock		Preferred Stock			Net		Preferred Stock		Preferred Stock			Net
	Liquidation Value		Issuance Costs			Total		Liquidation Value		Issuance Costs			Total
Balance at December 31, 2015	$	57,168	$	(845	)	$	56,323	$	57,168	$	(845	)	$	56,323
Accrued dividend payable		1,728		—			1,728		2,611		—			2,611
Amortization of preferred stock issuance costs		—		92			92		—		139			139

Balance at June 30, 2016	$	58,896	$	(753	)	$	58,143
Balance at September 30, 2016								$	59,779	$	(706	)	$	59,073

The Company instituted a restructuring plan primarily related to closure of our French distribution and tissue procurement office, which resulted in $1,107 of expenses for the ~~six~~nine months ended ~~June~~September 30, 2016.

The Company recorded strategic review costs related to the comprehensive strategic review of the Company’s business lines and operations to leverage the Company’s expertise, technology and products and identify opportunities to increase stockholder value, which resulted in $650 of expenses for the nine months ended September 30, 2016.

Accrued restructuring charges at January 1, 2016
   $ —
French distribution and tissue procurement office closure costs
   1,107
Asset abandonments
   (640 )
Cash payments
   (37 )


Accrued restructuring charges at June 30, 2016
   $ 430

~~14. Contested Proxy Expenses~~The Company recorded Chief Executive Officer retirement and transition costs related to the retirement of our Chief Executive Officer, Brian K. Hutchison, pursuant to the Executive Transition Agreement dated August 29, 2012, which resulted in $4,107 of expenses for the nine months ended September 30, 2016.

The Company recorded contested proxy expenses related to the contested proxy between the Company and Krensavage Partners, LP, which resulted in ~~$2,372 and~~ $2,680 of expenses for the ~~three and six~~nine months ended ~~June~~September 30, ~~2016, respectively.~~2016.

The Company recorded severance charges related to the termination of former employees as a result of the Company reorganizing its distribution force, which resulted in $995 of expenses for the ~~year~~quarter ended December 31, 2015.

The Company recorded additional severance charges to reduce headcount and improve operational efficiencies, which resulted in ~~$711~~$1,039 of expenses for the ~~six~~nine months ended ~~June~~September 30, 2016. The total severance charges are expected to be paid in full prior to ~~June 30, 2017.~~the fourth quarter of 2018. Severance payments are made to terminated employees over periods ranging from one month to ~~twelve~~twenty-four months and are not expected to have a material impact on cash flows of the Company in any quarterly period. The following table includes a rollforward of severance charges included in accrued expenses, see Note 9.


Accrued severance charges at January 1, 2016	$	865
Employee separation expenses accrued in 2016		1,039

Subtotal severance charges		1,904
Severance cash payments		(1,265	)

Accrued severance charges at September 30, 2016	$	639

The Company is, from time to time, involved in litigation relating to claims arising out of its operations in the ordinary course of business. The Company believes that none of these claims that were outstanding as of ~~June~~September 30, 2016 will have a material adverse impact on its financial position or results of operations.

Coloplast — The Company is presently named as co-defendant along with other companies in a small percentage of the transvaginal surgical mesh (“TSM”) mass tort claims being brought in various state and federal courts. The TSM litigation has as its catalyst various Public Health Notifications issued by the U.S. Food and Drug Administration (“FDA”) with respect to the placement of certain TSM implants that were the subject of 510k regulatory clearance prior to their distribution. The Company does not process or otherwise manufacture for distribution in the U.S. any implants that were the subject of these FDA Public Health Notifications. The Company denies any allegations against it and intends to continue to vigorously defend itself.

In addition to claims made directly against the Company, Coloplast, a manufacturer and distributor of TSM’s and a distributor of certain allografts processed and private labeled for them under a contract with the Company, has also been named as a defendant in individual TSM cases in various federal and state courts. Coloplast requested that the Company indemnify or defend Coloplast in those claims which allege injuries caused by the Company’s allograft implants, and on April 24, 2014, Coloplast sued RTI Surgical, Inc. in the Fourth Judicial District of Minnesota for declaratory relief and breach of contract. On December 11, 2014, Coloplast entered into a settlement agreement with RTI Surgical, Inc. and Tutogen Medical, Inc. (the “Company Parties”) resulting in dismissal of the case. Under the terms of the settlement agreement, the Company Parties are responsible for the defense and indemnification of two categories of present and future claims: (1) tissue only (where Coloplast is solely the distributor of Company processed allograft tissue and no Coloplast-manufactured or distributed synthetic mesh is identified), and (2) tissue plus non-Coloplast synthetic mesh (“collectively, the Claims”). There are presently a combined total of ~~1,170~~1,126 Claims for which the Company Parties are providing defense and indemnification. The defense and indemnification of these cases are covered under the Company’s insurance policy subject to a reservation of rights by the insurer.

Based on the current information available to the Company, it is not possible to evaluate and estimate with reasonable certainty the impact that current or any future TSM litigation may have on the Company.

The Company’s accounting policy is to accrue for legal costs as they are incurred.

In the quarter ended September 30, 2014, the Company received a letter from the FDA regarding the Company’s map3^® cellular allogeneic bone graft. The letter addresses some technical aspects of the processing of the map3^® allograft, as well as language included on the Company’s website. The Company has submitted an initial response to the FDA letter and a comprehensive package of data to address the FDA’s comments and provide clarifying information regarding the technical components of the implant processing. The Company believes that in both developing and processing of map3^®, the Company has properly considered the relevant regulatory requirements. Additionally, the Company has removed the relevant information from the website pending thorough review and revisions as needed. The Company is committed to resolving the concerns raised by the FDA. However, it is not possible to predict the specific outcome or timing of a resolution at this time.

Distribution Agreement with Davol - On July 13, 2009, the Company and Davol amended their previous distribution agreement with TMI for human dermis implants. Under the amended agreement: 1) Davol paid the Company $8,000 in non-refundable fees for exclusive distribution rights for the distribution to the breast reconstruction market until July 13, 2019; 2) the exclusive worldwide distribution agreement related to the hernia market was extended to July 13, 2019; and 3) Davol agreed to pay the Company certain additional exclusive distribution rights fees contingent upon the achievement of certain revenue milestones by Davol during the duration of the contract. In the fourth quarter of 2010, Davol paid the first revenue

milestone payment of $3,500. The non-refundable fees and the fees associated with distributions of processed tissue are considered to be a single unit of accounting. Accordingly, the $8,000 and $3,500 exclusivity payments were deferred and were being recognized as other revenues on a straight-line basis over the initial term of the amended contract of ten years, and the remaining term of the amended contract, respectively. Davol did not achieve certain revenue growth milestones which resulted in Davol relinquishing its exclusive distribution rights in the hernia market effective January 1, 2013 and in the breast reconstruction market effective January 1, 2015. As a result, the Company recognized additional deferred revenue as other revenues during the three months ended March 31, 2015, of $1,500, due to the acceleration of deferred revenue recognition relating to Davol relinquishing its exclusive distribution rights in the breast reconstruction markets. The remaining balance is being recognized as other revenues on a straight-line basis over the remaining term of the amended contract.

The Company distributes human tissue, bovine and porcine animal tissue, metal and synthetic implants through various distribution channels. The Company operates in one reportable segment composed of six lines of business. Effective January 1, 2016, the reporting of the Company’s lines of business is composed primarily of six categories: spine; sports medicine and orthopedics; surgical specialties; cardiothoracic; international; and global commercial. The Company’s previous lines of business were composed of: spine; ortho fixation; sports medicine; bone graft substitutes and general orthopedic; dental; and surgical specialties. The prior year comparable revenue information has been restated to conform to the current year presentation. The Company believes that the change in the reporting of the Company’s lines of business will facilitate a better understanding of our lines of business and align more closely with the end markets in which the Company competes. Discrete financial information is not available for these six lines of business. The following table presents revenues from these six categories and other revenues for the three and ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, respectively:


	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
	2016		2015		2016		2015		2016		2015		2016		2015
	(In Thousands)								(In Thousands)
Revenues:
Spine	$	17,645	$	14,061	$	34,739	$	28,701	$	17,775	$	13,674	$	52,514	$	42,375
Sports medicine and orthopedics		12,562		12,796		25,082		25,772		11,874		11,882		36,956		37,654
Surgical specialties		802		684		1,817		1,334		1,168		670		2,985		2,004
Cardiothoracic		2,905		2,217		5,439		4,178		2,893		2,225		8,332		6,403
International		5,663		4,474		11,180		9,145		4,352		4,793		15,532		13,938

Subtotal direct		39,577		34,232		78,257		69,130		38,062		33,244		116,319		102,374
Global commercial		24,769		33,960		50,099		62,879		25,297		30,182		75,396		93,061
Other revenues		3,274		3,417		6,615		7,634		3,188		3,103		9,803		10,737

Total revenues	$	67,620	$	71,609	$	134,971	$	139,643	$	66,547	$	66,529	$	201,518	$	206,172

Domestic revenues		61,049		66,017		122,233		128,705		60,959		61,046		183,192		189,751
International revenues		6,571		5,592		12,738		10,938		5,588		5,483		18,326		16,421

Total revenues	$	67,620	$	71,609	$	134,971	$	139,643	$	66,547	$	66,529	$	201,518	$	206,172

The following table presents percentage of total revenues derived from the Company’s largest distributors and international distribution:


	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2016			2015			2016			2015			2016			2015			2016			2015
Percent of revenues derived from:
Distributor
Zimmer Biomet Holdings, Inc.		14	%		23	%		15	%		22	%		18	%		24	%		16	%		22	%
Medtronic, PLC		7	%		11	%		10	%		10	%		8	%		9	%		9	%		9	%
International		10	%		8	%		9	%		8	%		8	%		8	%		9	%		8	%

The following table presents property, plant and equipment - net by significant geographic location:


	June 30,		December 31,		September 30,		December 31,
	2016		2015		2016		2015
Property, plant and equipment - net:
Domestic	$	76,451	$	72,901	$	77,784	$	72,901
International		11,750		12,091		12,072		12,091

Total	$	88,201	$	84,992	$	89,856	$	84,992

The Company evaluated subsequent events as of the issuance date of the condensed consolidated financial statements as defined by FASB ASC 855Subsequent Events, and identified no subsequent events that require adjustment to, or disclosure of, in these condensed consolidated financial statements, except for on July 11, 2016, the Company resolved all final claims on the indemnification escrow fund regarding the Pioneer acquisition under the terms of the acquisition agreement. The resolution of the final claims will result in a reduction in prepaid and other current assets and accrued expenses of $6,694 and $6,173 respectively with no impact on the Statement of Comprehensive Income.statements.

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

Information contained in this filing contains “forward-looking statements” which can be identified by the use of forward-looking terminology such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “requires,” “hopes,” “assumes” or comparable terminology, or by discussions of strategy. There can be no assurance that the future results covered by these forward-looking statements will be achieved. Some of the matters described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2015, as may have been in subsequent Quarterly Reports on Form 10-Q (including this one), constitute cautionary statements which identify some of the factors regarding these forward-looking statements, including certain risks and uncertainties, that could cause actual results to vary materially from the future results indicated in these forward-looking statements. Other factors could also cause actual results to vary materially from the future results indicated in such forward-looking statements.

RTI Surgical, Inc. together with its subsidiaries, designs, develops, manufactures and distributes surgical implants for use in a variety of surgical procedures. We are a leader in providing tissue implants as well as metal and synthetic implants for the benefit of surgeons and patients worldwide. We process donated human musculoskeletal and other tissues including bone, cartilage, tendons, ligaments, fascia lata, pericardium, sclera, cornea and dermal tissues, as well as bovine and porcine animal tissues to produce allograft and xenograft implants. We process the majority of our tissue implants using our proprietary BIOCLEANSE^®, TUTOPLAST^® and CANCELLE^® SP sterilization processes. In addition, we manufacture, market and distribute metal and synthetic implants for treatment of spinal and other orthopedic disorders. Our implants are used in the fields of spine, ortho fixation, sports medicine, bone graft substitutes and general orthopedic, surgical specialties, cardiothoracic and dental. We distribute our implants to hospitals and surgeons in the United States and internationally through a direct distribution organization, as well as through a network of independent distributors. We were founded in 1997 and are headquartered in Alachua, Florida.

Domestic distributions and services accounted for 91% of total revenues in the first ~~six~~nine months of 2016. Most of our implants are distributed directly to healthcare providers, hospitals and other healthcare facilities through a direct distribution force and through various strategic relationships.

International distributions and services accounted for 9% of total revenues in the first ~~six~~nine months of 2016. Our implants are distributed in over 45 countries through a direct distribution force in Germany and through stocking distributors in the rest of the world outside of Germany and the U.S.

Our business is generally not seasonal in nature; however, the number of orthopedic implant surgeries and elective procedures generally declines during the summer months.

Our principal goals are to honor the gift of donated tissue, donor families and patients while building our competitive strength in the marketplace to increase revenues, profitability and cash flow as we focus on improved operational efficiency, productivity and asset management. We are making investments in new implant and product development and our direct distribution network in an effort to promote growth in 2016 and beyond.

We continue to maintain our commitment to research and development and the introduction of new strategically targeted allograft, xenograft, metal and synthetic implants as well as focused clinical efforts to support their acceptance in the marketplace. In addition, we consider strategic acquisitions from time to time for new implants and technologies intended to augment our existing implant offerings.

Intangible Assets and Goodwill. Our cash flow projections were a significant input into the December 31, 2015 reporting unit fair value. Our revenues of $201.5 million for the nine month period ended September 30, 2016 declined by 2.3% as compared to the prior year period, in which we generated revenues of $206.2 million. Despite the lower level of revenues in the current nine month period as compared with the prior year revenues, we generated cash from operations totaling $10.0 million, which increased by $7.6 million, or 314.1% despite the 2.3% year over year decrease in revenues. We update our financial projections on a regular basis as business conditions and our expectation of financial performance change. In addition, we are conducting a strategic review of our business lines and operations which could result in a change in our strategic focus and impact our financial projections. Should our cash flow projections decline to levels inconsistent with our previously projected results, long-term projections may be adjusted downward. A downward adjustment could negatively impact future valuations of our single reporting unit which could result in an impairment charge, and depending on the specific changes, could be material to us.

The following table reflects revenues for the three and ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, respectively.


	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
	2016		2015		2016		2015		2016		2015		2016		2015
	(In Thousands)								(In Thousands)
Revenues:
Spine	$	17,645	$	14,061	$	34,739	$	28,701	$	17,775	$	13,674	$	52,514	$	42,375
Sports medicine and orthopedics		12,562		12,796		25,082		25,772		11,874		11,882		36,956		37,654
Surgical specialties		802		684		1,817		1,334		1,168		670		2,985		2,004
Cardiothoracic		2,905		2,217		5,439		4,178		2,893		2,225		8,332		6,403
International		5,663		4,474		11,180		9,145		4,352		4,793		15,532		13,938

Subtotal direct		39,577		34,232		78,257		69,130		38,062		33,244		116,319		102,374
Global commercial		24,769		33,960		50,099		62,879		25,297		30,182		75,396		93,061
Other revenues		3,274		3,417		6,615		7,634		3,188		3,103		9,803		10,737

Total revenues	$	67,620	$	71,609	$	134,971	$	139,643	$	66,547	$	66,529	$	201,518	$	206,172

Domestic revenues		61,049		66,017		122,233		128,705		60,959		61,046		183,192		189,751
International revenues		6,571		5,592		12,738		10,938		5,588		5,483		18,326		16,421

Total revenues	$	67,620	$	71,609	$	134,971	$	139,643	$	66,547	$	66,529	$	201,518	$	206,172

Three Months Ended ~~June~~September 30, 2016 Compared With Three Months Ended ~~June~~September 30, 2015

Total Revenues.Effective January 1, 2016, the reporting of our lines of business are composed primarily of six categories: spine; sports medicine and orthopedics; surgical specialties; cardiothoracic; international; and global commercial. Our previous lines of business were composed of: spine; ortho fixation; sports medicine; bone graft substitutes and general orthopedic; dental; and surgical specialties. The prior year comparable revenue information has been restated to conform to the current year presentation. We believe that the change in the reporting of our lines of business will facilitate a better understanding of our lines of business and align more closely with the end markets in which we compete.

Our total revenues ~~decreased by $4.0 million, or 5.6%, to $67.6~~of $66.5 million for the three months ended ~~June~~September 30, 2016 ~~compared~~were comparable to ~~$71.6 million for~~ the three months ended ~~June~~September 30, 2015. Our direct revenues increased by ~~$5.3~~$4.8 million, or ~~15.6%~~14.5%, to ~~$39.6~~$38.1 million, offset by our global commercial revenues which decreased by ~~$9.2~~$4.9 million, or ~~27.1%~~16.2%, to ~~$24.8~~$25.3 million. Our global commercial revenue comparisons are impacted due to a significant amount of our revenue being derived from large global commercial stocking distributors, whose timing of orders can vary from quarter to quarter. These ordering patterns can result in significant unit volume variations, which can result in significant variation in quarter over quarter comparisons. In addition, global commercial revenues decreased primarily as a result of lower orders from certain commercial distributors, primarily in the spinal and trauma markets.

Spine - Revenues from spinal implants increased ~~$3.6~~$4.1 million, or ~~25.5%~~30.0%, to ~~$17.6~~$17.8 million for the three months ended ~~June~~September 30, 2016 compared to ~~$14.1~~$13.7 million for the three months ended ~~June~~September 30, 2015. Spine revenues increased primarily as a result of new surgeon customers.

Sports Medicine and Orthopedics -Revenues from sports medicine and orthopedics allografts ~~decreased $234,000, or 1.8%, to $12.6~~of $11.9 million for the three months ended ~~June~~September 30, 2016 ~~compared~~were comparable to ~~$12.8 million for~~ the three months ended ~~June~~September 30, 2015. ~~Sports medicine and orthopedics revenues decreased primarily as a result of lower unit volumes and a procedural shift to autograft in the marketplace.~~

Surgical Specialties - Revenues from surgical specialty allografts increased ~~$118,000,~~$498,000, or ~~17.3%~~74.3%, to ~~$802,000~~$1.2 million for the three months ended ~~June~~September 30, 2016 compared to ~~$684,000~~$670,000 for the three months ended ~~June~~September 30, 2015. Surgical Specialties revenues increased primarily as a result of new accounts.

Cardiothoracic - Revenues from cardiothoracic implants increased ~~$688,000,~~$668,000, or ~~31.0%~~30.0%, to $2.9 million for the three months ended ~~June~~September 30, 2016 compared to $2.2 million for the three months ended ~~June~~September 30, 2015. Cardiothoracic revenues increased primarily as a result of increased sales of sternal cables and sternal closure plates.

International Revenues - International revenues include distributions from our foreign affiliates as well as domestic export revenues. International revenues ~~increased $1.2 million,~~decreased $441,000, or ~~26.6%~~9.2%, to ~~$5.7~~$4.4 million for the three months ended ~~June~~September 30, 2016 compared to ~~$4.5~~$4.8 million for the three months ended ~~June~~September 30, 2015. International revenues decreased primarily as a result of decreased distributions in Europe. On a constant currency basis, international revenues ~~increased $1.1 million,~~decreased $451,000, or ~~24.7% due to increased distributions in Europe.~~9.4%.

Revenues from global commercial decreased ~~$9.2~~$4.9 million, or ~~27.1%~~16.2%, to ~~$24.8~~$25.3 million for the three months ended ~~June~~September 30, 2016 compared to ~~$34.0~~$30.2 million for the three months ended ~~June~~September 30, 2015. Global commercial revenues decreased primarily as a result of lower orders from certain commercial distributors, primarily in the ~~dental~~spinal and trauma markets.

Revenues from other sources consisting of service processing, tissue recovery fees, biomedical laboratory fees, recognition of previously deferred revenues, shipping fees, distribution of reproductions of our allografts to distributors for demonstration purposes and restocking fees ~~decreased $136,000, or 4.0%, to $3.3~~of $3.2 million for the three months ended ~~June~~September 30, 2016 ~~compared~~were comparable to ~~$3.4 million for~~ the three months ended ~~June~~September 30, 2015. ~~The decrease was primarily due to decreased revenues from service processing.~~

Costs of processing and distribution ~~decreased $735,000,~~increased $1.0 million, or ~~2.1%~~3.1%, to ~~$33.7~~$32.3 million for the three months ended ~~June~~September 30, 2016 compared to ~~$34.4~~$31.3 million for the three months ended ~~June~~September 30, 2015. Costs of processing and distribution increased as a percentage of revenues from ~~48.0%~~47.0% for the three months ended ~~June~~September 30, 2015 to ~~49.8%~~48.5% for the three months ended ~~June~~September 30, 2016. ~~Gross margin percent~~Costs of processing and distribution as a percentage was negatively impacted by a decrease in manufacturing processing activities as a result of lower global commercial revenue distributions.

Marketing, general and administrative expenses increased ~~$1.0~~$3.3 million, or ~~3.8%~~12.8%, to ~~$28.4~~$28.7 million for the three months ended ~~June~~September 30, 2016 from ~~$27.4~~$25.5 million for the three months ended ~~June~~September 30, 2015. The increase was primarily due to higher variable compensation and distributor commission expenses on direct revenue distributions. Marketing, general and administrative expenses increased as a percentage of revenues from ~~38.2%~~38.3% for the three months ended ~~June~~September 30, 2015 to ~~42.0%~~43.2% for the three months ended ~~June~~September 30, 2016.

Research and development expenses of ~~$4.1~~$3.8 million for the three months ended ~~June~~September 30, 2016 ~~was~~were comparable to the three months ended ~~June~~September 30, 2015. As a percentage of revenues, research and development expenses ~~increased from 5.8% for~~of 5.7% were comparable to the three months ended ~~June 30, 2015 to 6.0% for the three months ended June~~September 30, 2016.

~~Restructuring charges~~Strategic review costs related to the ~~closure~~comprehensive strategic review of ~~our French distribution~~the Company’s business lines and ~~tissue procurement office was $1.1 million for~~operations to leverage the ~~three months ended June 30, 2016. There were no restructuring charges for the three months ended June 30, 2015.~~

~~Contested proxy~~Company’s expertise, technology and products and identify opportunities to increase stockholder values, resulted in $650,000 of expenses for the three months ended ~~June~~September 30, ~~2016 of $2.4 million was the result of the contested proxy between us and Krensavage Partners, LP.~~2016. There were no ~~contested proxy~~strategic review costs for the three months ended September 30, 2015.

Chief Executive Officer retirement and transition costs related to the retirement of our Chief Executive Officer, Brian K. Hutchison, pursuant to the Executive Transition Agreement dated August 29, 2012, and Executive Separation Agreement dated August 15, 2016, resulted in $4.1 million of severance, stock-based compensation and other retirement related expenses for the three months ended ~~June~~September 30, 2016. There were no Chief Executive Officer retirement and transition costs for the three months ended September 30, 2015.

Severance charges related to the termination of other former employees resulted in ~~$711,000~~$328,000 of expenses for the three months ended ~~June~~September 30, 2016. There were no severance charges for the three months ended ~~June~~September 30, 2015.

Net other expense, ~~increased $137,000 to $424,000~~which includes interest expense, interest income and foreign exchange loss, of $374,000 for the three months ended ~~June~~September 30, 2016 ~~from $287,000 for~~were comparable to the three months ended ~~June~~September 30, 2015. The increase in net other expense is primarily attributable to higher interest expense of $65,000 as a result of higher average debt balance as compared to the prior year period and due to a foreign currency exchange transaction loss of $38,000 for the three months ended June 30, 2016 compared to a foreign currency exchange transaction gain of $39,000 for the three months ended June 30, 2015 resulting from changes in the value of the U.S. dollar versus the Euro and the timing of payments on foreign currency liabilities.

Income tax benefit for the three months ended ~~June~~September 30, 2016 was ~~$859,000~~$92,000 compared to income tax provision of ~~$1.9~~$2.1 million for the three months ended ~~June~~September 30, 2015. Our effective tax rate for the three months ended ~~June~~September 30, 2016 was ~~27.3%~~2.5% compared to ~~35.4%~~37.1% for the three months ended ~~June~~September 30, 2015. ~~For~~During the three months ending September 30, 2016, the Company’s German operations entered into a cumulative loss position. As a result, the Company recorded a full valuation allowance of $1.2 million on its German subsidiary’s deferred tax assets with no comparable charge recorded in the three months ended June 30, 2016, restructuring charges were recorded relating to the closure of our French distribution and tissue procurement office. A full valuation allowance was recorded on the deferred tax assets associated with the restructuring charges. For the three months ended June 30, 2016, our income tax rate was lower due to the recording of the restructuring charges with no realized tax benefit as compared to the three months ended JuneSeptember 30, 2015.

~~Six~~Nine Months Ended ~~June~~September 30, 2016 Compared With ~~Six~~Nine Months Ended ~~June~~September 30, 2015

Our total revenues decreased by $4.7 million, or ~~3.3%~~2.3%, to ~~$135.0~~$201.5 million for the ~~six~~nine months ended ~~June~~September 30, 2016 compared to ~~$139.6~~$206.2 million for the ~~six~~nine months ended ~~June~~September 30, 2015. Our direct revenues increased by ~~$9.1~~$13.9 million, or ~~13.2%~~13.6%, to ~~$78.3~~$116.3 million, offset by our global commercial revenues which decreased by ~~$12.8~~$17.7 million, or ~~20.3%~~19.0%, to ~~$50.1~~$75.4 million. Our global commercial revenue comparisons are impacted due to a significant amount of our revenue being derived from large global commercial stocking distributors, whose timing of orders can vary from quarter to quarter. These ordering patterns can result in significant unit volume variations, which can result in significant variation in quarter over quarter comparisons. In addition, global commercial revenues decreased primarily as a result of lower orders from certain commercial distributors, primarily in the spinal, dental and trauma markets.

Spine - Revenues from spinal implants increased ~~$6.0~~$10.1 million, or ~~21.0%~~23.9%, to ~~$34.7~~$52.5 million for the ~~six~~nine months ended ~~June~~September 30, 2016 compared to ~~$28.7~~$42.4 million for the ~~six~~nine months ended ~~June~~September 30, 2015. Spine revenues increased primarily as a result of new surgeon customers.

Sports Medicine and Orthopedics -Revenues from sports medicine and orthopedics allografts decreased ~~$690,000,~~$698,000, or ~~2.7%~~1.9%, to ~~$25.1~~$37.0 million for the ~~six~~nine months ended ~~June~~September 30, 2016 compared to ~~$25.8~~$37.7 million for the ~~six~~nine months ended ~~June~~September 30, 2015. Sports medicine and orthopedics revenues decreased primarily as a result of lower unit volumes and due in part to a procedural shift to autograft in the marketplace.

Surgical Specialties - Revenues from surgical specialty allografts increased ~~$483,000,~~$1.0 million, or ~~36.2%~~49.0%, to ~~$1.8~~$3.0 million for the ~~six~~nine months ended ~~June~~September 30, 2016 compared to ~~$1.3~~$2.0 million for the ~~six~~nine months ended ~~June~~September 30, 2015. Surgical Specialties revenues increased primarily as a result of new accounts.

Cardiothoracic - Revenues from cardiothoracic implants increased ~~$1.3~~$1.9 million, or ~~30.2%~~30.1%, to ~~$5.4~~$8.3 million for the ~~six~~nine months ended ~~June~~September 30, 2016 compared to ~~$4.2~~$6.4 million for the ~~six~~nine months ended ~~June~~September 30, 2015. Cardiothoracic revenues increased primarily as a result of increased sales of sternal cables and sternal closure plates.

International Revenues - International revenues include distributions from our foreign affiliates as well as domestic export revenues. International revenues increased ~~$2.0~~$1.6 million, or ~~22.3%~~11.4%, to ~~$11.2~~$15.5 million for the ~~six~~nine months ended ~~June~~September 30, 2016 compared to ~~$9.1~~$13.9 million for the ~~six~~nine months ended ~~June~~September 30, 2015. International revenues increased primarily as a result of increased distributions in Europe. On a constant currency basis, international revenues increased ~~$2.1~~$1.6 million, or ~~22.4% due to increased distributions in Europe.~~11.5%.

Revenues from global commercial decreased ~~$12.8~~$17.7 million, or ~~20.3%~~19.0%, to ~~$50.1~~$75.4 million for the ~~six~~nine months ended ~~June~~September 30, 2016 compared to ~~$62.9~~$93.1 million for the ~~six~~nine months ended ~~June~~September 30, 2015. Global commercial revenues decreased primarily as a result of lower orders from certain commercial distributors, primarily in the spinal, dental and trauma markets.

Revenues from other sources consisting of service processing, tissue recovery fees, biomedical laboratory fees, recognition of previously deferred revenues, shipping fees, distribution of reproductions of our allografts to distributors for demonstration purposes and restocking fees decreased ~~$1.0 million,~~$934,000, or ~~13.3%~~8.7%, to ~~$6.6~~$9.8 million for the ~~six~~nine months ended ~~June~~September 30, 2016 compared to ~~$7.6~~$10.7 million for the ~~six~~nine months ended ~~June~~September 30, 2015. The decrease was primarily due to the acceleration of deferred revenue recognition of $1.5 million relating to Davol relinquishing its exclusive distribution rights in the breast reconstruction market for the ~~six~~nine months ended ~~June~~September 30, 2015.

Costs of processing and distribution ~~decreased $444,000, or 0.7%, to $65.0~~of $97.3 million for the ~~six~~nine months ended ~~June~~September 30, 2016 ~~compared~~were comparable to ~~$65.4 million for~~ the ~~six~~nine months ended ~~June~~September 30, 2015. Costs of processing and distribution increased as a percentage of revenues from 46.9% for the ~~six~~nine months ended ~~June~~September 30, 2015 to ~~48.2%~~48.3% for the ~~six~~nine months ended ~~June~~September 30, 2016. ~~Gross margin percent~~Costs of processing and distribution as a percentage was negatively impacted by a decrease in manufacturing processing activities as a result of lower global commercial revenue distributions.

Marketing, general and administrative expenses increased ~~$1.3~~$4.6 million, or ~~2.4%~~5.7%, to ~~$56.0~~$84.7 million for the ~~six~~nine months ended ~~June~~September 30, 2016 from ~~$54.6~~$80.1 million for the ~~six~~nine months ended ~~June~~September 30, 2015. The increase was primarily due to higher variable compensation and distributor commission expenses on direct revenue distributions. Marketing, general and administrative expenses increased as a percentage of revenues from ~~39.1%~~38.8% for the ~~six~~nine months ended ~~June~~September 30, 2015 to ~~41.5%~~42.0% for the ~~six~~nine months ended ~~June~~September 30, 2016.

Research and development expenses increased ~~$546,000,~~$542,000, or ~~7.1%~~4.7%, to ~~$8.2~~$12.0 million for the ~~six~~nine months ended ~~June~~September 30, 2016 from ~~$7.7~~$11.5 million for the ~~six~~nine months ended ~~June~~September 30, 2015. The increase was primarily due to higher research study related expenses. As a percentage of revenues, research and development expenses increased from ~~5.5%~~5.6% for the ~~six~~nine months ended ~~June~~September 30, 2015 to ~~6.1%~~6.0% for the ~~six~~nine months ended ~~June~~September 30, 2016.

Restructuring charges related to the closure of our French distribution and tissue procurement office was $1.1 million for the ~~six~~nine months ended ~~June~~September 30, 2016. There were no restructuring charges for the ~~six~~nine months ended ~~June~~September 30, 2015.

Strategic review costs related to the comprehensive strategic review of the Company’s business lines and operations to leverage the Company’s expertise, technology and products and identify opportunities to increase stockholder values, resulted in $650,000 of expenses for the nine months ended September 30, 2016. There were no strategic review costs for the nine months ended September 30, 2015.

Chief Executive Officer retirement and transition costs related to the retirement of our Chief Executive Officer, Brian K. Hutchison, pursuant to the Executive Transition Agreement dated August 29, 2012, and Executive Separation Agreement dated August 15, 2016, resulted in $4.1 million of severance, stock-based compensation and other retirement related expenses for the nine months ended September 30, 2016. There were no Chief Executive Officer retirement and transition costs for the nine months ended September 30, 2015.

Contested proxy expenses for the ~~six~~nine months ended ~~June~~September 30, 2016 of $2.7 million was the result of the contested proxy between us and Krensavage Partners, LP. There were no contested proxy expenses for the ~~six~~nine months ended ~~June~~September 30, 2015.

Severance charges related to the termination of other former employees resulted in ~~$711,000~~$1.0 million of expenses for the ~~six~~nine months ended ~~June~~September 30, 2016. There were no severance charges for the ~~six~~nine months ended ~~June~~September 30, 2015.

Net other expense, which includes interest expense, interest income and foreign exchange loss, increased ~~$157,000~~$126,000 to ~~$738,000~~$1.1 million for the ~~six~~nine months ended ~~June~~September 30, 2016 from ~~$581,000~~$1.0 million for the ~~six~~nine months ended ~~June~~September 30, 2015. The increase in net other expense is primarily attributable to higher interest expense of ~~$108,000~~$80,000 as a result of higher average debt balance as compared to the ~~prior year period~~nine months ended September 30, 2015 and due to a foreign currency exchange transaction ~~gain~~

loss of ~~$8,000~~$59,000 for the ~~six~~nine months ended ~~June~~September 30, 2016, compared to ~~$61,000~~$8,000 for the ~~six~~nine months ended ~~June~~September 30, 2015, resulting from changes in the value of the U.S. dollar versus the Euro and the timing of payments on foreign currency liabilities.

Income tax provision for the ~~six~~nine months ended ~~June~~September 30, 2016 was ~~$430,000~~$338,000 compared to ~~$4.1~~$6.1 million for the ~~six~~nine months ended ~~June~~September 30, 2015. Our effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2016 was ~~79.8%~~10.7% compared to ~~35.9%~~36.3% for the ~~six~~nine months ended ~~June~~September 30, 2015. ~~For~~During the ~~six~~nine months ~~ended June~~ending September 30, 2016, ~~restructuring charges were~~the Company’s German operations entered into a cumulative loss position. As a result, the Company recorded ~~relating to the closure of our French distribution and tissue procurement office. A~~a full valuation allowance ~~was recorded~~of $1.2 million on ~~the~~its German subsidiary’s deferred tax assets ~~associated~~ with no comparable charge recorded in the ~~restructuring charges. For the six~~nine months ended ~~June 30, 2016, our income tax rate was higher due to the recording of the restructuring charges with no realized tax benefit as compared to the six months ended June~~September 30, 2015.

We utilize certain financial measures that are not calculated based on GAAP. Certain of these financial measures are considered “non-GAAP” financial measures within the meaning of Item 10 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“SEC”). We believe that non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with the GAAP results, provide a more complete understanding of our results of operations and the factors and trends affecting our business. These non-GAAP financial measures are also used by our management to evaluate financial results and to plan and forecast future periods. However, non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. Non-GAAP financial measures used by us may differ from the non-GAAP measures used by other companies, including our competitors.

To supplement our unaudited condensed consolidated financial statements presented on a GAAP basis, we disclose certain non-GAAP financial measures that exclude certain amounts, including non-GAAP net income applicable to common shares, adjusted. The calculation of the tax effect on the adjustments between GAAP net (loss) income applicable to common shares and non-GAAP net ~~(loss)~~ income applicable to common shares is based upon our estimated annual GAAP tax rate, adjusted to account for items excluded from GAAP net (loss) income applicable to common shares in calculating non-GAAP net ~~(loss)~~ income applicable to common shares. Reconciliations of each of these non-GAAP financial measures to the corresponding GAAP measures are included in the reconciliation below:


	For the Three Months Ended					For the Six Months Ended					For the Three Months Ended					For the Nine Months Ended
	June 30,					June 30,					September 30,					September 30,
	2016			2015		2016			2015		2016			2015		2016			2015
	(In thousands)										(In thousands)
Net (loss) income applicable to common shares, as reported	$	(3,162	)	$	2,685	$	(1,619	)	$	5,619	$	(4,489	)	$	2,670	$	(6,108	)	$	8,289
Restructuring charges		1,107			—		1,107			—		—			—		1,107			—
Contested proxy expenses		2,372			—		2,680			—		—			—		2,680			—
Severance charges		711			—		711			—		328			—		1,039			—
Tax effect on adjustment		(1,237	)		—		(1,355	)		—
Strategic review costs												650			—		650			—
CEO Retirement and transition costs												4,107			—		4,107			—
European net operating loss valuation reserve												1,224			—		1,224			—
Tax effect on adjustments												(1,773	)		—		(3,128	)		—

Net (loss) income applicable to common shares, adjusted	$	(209	)	$	2,685	$	1,524		$	5,619
Net income applicable to common shares, adjusted											$	47		$	2,670	$	1,571		$	8,289

The following is an explanation of the adjustment that management excluded as part of the non-GAAP measures for the three and ~~six~~nine months ended ~~June~~September 30, 2016 as well as the reasons for excluding the individual items:

Restructuring charges – This adjustment represents the closure of our French distribution and tissue procurement office. Management removes the amount of these costs from our operating results to supplement a comparison to our past operating performance.

Contested proxy expenses – This adjustment represent charges relating to contested proxy expenses. Management removes the amount of these costs from our operating results to supplement a comparison to our past operating performance.

Severance charges – This adjustment represents charges relating to the termination of former employees. Management removes the amount of these costs from our operating results to supplement a comparison to our past operating performance.

Strategic review costs – This adjustment represents charges relating to a comprehensive strategic review of the Company’s business lines and operations to leverage the Company’s expertise, technology and products and identify opportunities to increase stockholder value. Management removes the amount of these expenses from our operating results to supplement a comparison to our past operating performance.

CEO Retirement and transition costs – This adjustment represents charges relating to the retirement of our Chief Executive Officer, Brian K. Hutchison, pursuant to the Executive Transition Agreement dated August 29, 2012 and Executive Separation Agreement dated August 15, 2016. Management removes the amount of these expenses from our operating results to supplement a comparison to our past operating performance.

Our working capital at ~~June~~September 30, 2016 ~~decreased $3.1~~of $132.7 million was comparable to ~~$128.8 million from $131.9 million~~our working capital at December 31, 2015. ~~The decrease in working capital was primarily due to the use of cash to acquire patents, intangible assets, property, and equipment during the six months ended June 30, 2016.~~

At ~~June~~September 30, 2016, we had 4951 days of revenues outstanding in trade accounts receivable, a decrease of 1210 days compared to December 31, 2015. The decrease was due to higher cash receipts from customers than shipments and corresponding billings to customers during the ~~six~~nine months ended ~~June~~September 30, 2016.

At ~~June~~September 30, 2016, we had ~~334~~344 days of inventory on hand, an increase of 1424 days compared to December 31, 2015. The increase in inventory days is primarily due to a planned investment in inventory for planned future growth of direct distributions and lower than anticipated commercial distributions. We believe that our inventory levels will be adequate to support our on-going operations for the next twelve months.

We had ~~$12.8~~$11.6 million of cash and cash equivalents at ~~June~~September 30, 2016. At ~~June~~September 30, 2016, our foreign subsidiaries held ~~$768,000~~$1.1 million in cash, which is not available for use in the U.S. without incurring U.S. taxes. U.S. income taxes have not been paid or accrued for on the undistributed earnings of our foreign subsidiaries. We intend to indefinitely reinvest the earnings of our foreign subsidiaries. We do not believe that this policy of indefinitely reinvesting the earnings of our foreign subsidiaries will have a material adverse effect on the business as a whole.

Our short and long-term obligations at ~~June~~September 30, 2016 ~~decreased $2.1~~increased $4.2 million to ~~$77.2~~$83.4 million from $79.2 million at December 31, 2015. The ~~decrease~~increase in short and long-term obligations was primarily due to planned additional borrowings to reduce current liabilities partially offset by principal payments on long-term obligations. On June 29, 2016, the Company entered into a ~~fourth amendment~~Fourth Amendment to the ~~second amended~~Second Amended and ~~restated loan agreement~~Restated Loan Agreement with TD Bank, N.A. and Regions Bank, which increased the maximum revolving credit amount from $30.0 million to $45.0 million. At ~~June~~September 30, 2016, our three credit facilities with three German banks were paid off and terminated and we have ~~$21.2~~$12.0 million of borrowing capacity available under our one remaining revolving credit ~~facilities.~~facility with TD Bank, N.A. and Regions Bank.

We have access to liquidity through our working capital and revolving credit facility with TD Bank, N.A. and Regions Bank. Our debt agreement contains certain financial covenants including a maximum leverage to trailing 12-month earnings before interest, taxes, depreciation, and amortization ratio (the “Leverage to EBITDA Ratio”) of 3.25 to 1.00 through March 31, 2017 and 3.00 to 1.00 thereafter. The debt agreement also requires us to maintain a minimum of $10 million of cash. Therefore, our ability to access liquidity could be limited by the covenants in the debt agreement. As of ~~June~~September 30, 2016, our Leverage to EBITDA Ratio is approximately 2.33 to 1.00. We update our financial projections on a regular basis as business conditions and our expectation of financial performance change. In addition, we are conducting a strategic review of our business lines and operations which could result in a change in our strategic focus and impact our financial projections; however as of September 30, 2016, we believe that our working capital, together with our borrowing ability under our one remaining revolving credit ~~facilities,~~facility, will be adequate to fund our on-going operations for the next twelve months.

As of ~~June~~September 30, 2016, we have no material off-balance sheet arrangements.

Our short and long-term debt obligations and availability of credit as of ~~June~~September 30, 2016 are as follows:


	Outstanding		Available		Outstanding		Available
	Balance		Credit		Balance		Credit
	(In thousands)				(In thousands)
Term loan	$	51,487	$	—	$	50,409	$	—
Credit facilities		25,659		21,226
Capital leases		22		—
Credit facility						33,000		12,000

Total	$	77,168	$	21,226	$	83,409	$	12,000

The following table provides a summary of our debt obligations, operating lease obligations and other significant obligations as of ~~June~~September 30, 2016.


	Contractual Obligations Due by Period												Contractual Obligations Due by Period
	Total		2016		2017		2018		2019		2020 and Beyond		Total		2016		2017		2018		2019		2020 and Beyond
	(In thousands)												(In thousands)
Short and long-term obligations	$	77,168	$	2,835	$	5,076	$	69,257	$	—	$	—	$	83,409	$	1,082	$	5,070	$	77,257	$	—	$	—
Operating leases		3,322		1,070		1,204		593		309		146		3,255		526		1,371		728		414		216
Other significant obligations (1)		8,154		8,154		—		—		—		—		10,129		10,129		—		—		—		—
Unrecognized tax benefits		130		—		—		110		—		20

Total	$	88,774	$	12,059	$	6,280	$	69,960	$	309	$	166	$	96,793	$	11,737	$	6,441	$	77,985	$	414	$	216

We were in compliance with the financial covenants related to our senior secured credit facility as of ~~June~~September 30, 2016.

We are subject to market risk from exposure to changes in interest rates based upon our financing, investing and cash management activities. We are exposed to interest rate risk in the United States and Germany. Changes in interest rates affect interest income earned on cash and cash equivalents and interest expense on revolving credit arrangements. We have not entered into derivative transactions related to cash and cash equivalents or debt. Our borrowings under our term loan and credit ~~facilities~~facility expose us to market risk related to changes in interest rates. As of ~~June~~September 30, 2016, our outstanding floating rate indebtedness totaled ~~$77.2~~$83.4 million. The primary base interest rate is LIBOR. Other outstanding debt consists of fixed rate instruments, including capital leases. We do not expect changes in interest rates to have a material adverse effect on our income or our cash flows in 2016. However, we can give no assurance that interest rates will not significantly change in the future.

The value of the U.S. dollar compared to the Euro affects our financial results. Changes in exchange rates may positively or negatively affect revenues, gross margins, operating expenses and net income. Our international operations currently transact business primarily in the Euro. Assets and liabilities of foreign subsidiaries are translated at the period end exchange rate while revenues and expenses are translated at the average exchange rate for the period. Intercompany transactions are translated from the Euro to the U.S. dollar. We do not expect changes in exchange rates to have a material adverse effect on our income or our cash flows for the remainder of 2016. However, we can give no assurance that exchange rates will not significantly change in the future.

As of the end of the period covered by this report, an evaluation was performed on the effectiveness of the design and operation of our disclosure controls and procedures under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Disclosure controls and procedures include controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective as of the end of the period covered by this report.

We are in the process of expanding the use of the enterprise resource system, SAP. On ~~July 1, 2015,~~August 31, 2016, we completed a phase of our implementation of SAP. We continue to evaluate the impact to our internal control over financial reporting due to the continuing implementation of SAP. There have been no changes in the Company’s internal control during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

For a further description, we refer you to Part I, Item 1, Note 1618 entitled “Legal Actions” to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of current legal proceedings.

~~There has been no material change~~Our health insurance and prescription drug coverage, along with our self-insurance reserves, may not cover future claims.

For the health insurance year beginning January 1, 2016, we began to self-insure for our U.S. employees’ medical and prescription drug insurance coverage. We are responsible for losses up to certain retention limits on both a per-claim and aggregate basis.

For policies under which we are responsible for losses, we record a liability that represents our estimated cost of claims incurred and unpaid as of the balance sheet date. Our estimated liability is not discounted and is based on a number of assumptions and factors, including historical trends and economic conditions, and is closely monitored and adjusted when warranted by changing circumstances. Fluctuating healthcare costs, severity of claims, increases in the employee population, and deviations from our ~~risk factors as previously disclosed~~expectations could affect the accuracy of estimates based on historical experience. If actual claims are greater in ~~Part I, Item 1.A., Risk Factors,~~number and/or severity compared to what was estimated or medical costs increase beyond what was expected, our accrued liabilities might not be sufficient and we may be required to record additional expense. Unanticipated changes may produce materially different amounts of expense than that reported under these programs, which could adversely impact our ~~Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on March 7, 2016.~~operating results.

As reported in a Current Report on Form 8-K, filed with the SEC on July 11, 2016, the Company’s board of directors amended the Company’s bylaws effective as of July 6, 2016, to provide for “advance notice” procedures. These procedures, as specified in the bylaws, require advance notice of stockholder nominations for election to the board of directors and stockholder requests for business to be brought before an annual meeting or special meeting of stockholders. Such advance notice must include certain information about the director nominee or business proposed to be brought before the meeting. This information must be submitted in writing to the Company not more than 120 days and not less than 90 calendar days prior to the first anniversary of the date of the proxy statement for the prior annual meeting of stockholders.Not applicable.

This summary is not complete and is subject to and qualified in its entirety by reference to the text of the bylaws, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 11, 2016, and incorporated herein by reference.



31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.


Delaware		59-3466543
(State or other jurisdiction of of incorporation or organization)		(I.R.S. Employer Identification ~~Number)~~No.)

11621 Research Circle Alachua, Florida		32615
(Address of principal executive offices)		(Zip Code)


		Page #
Part I Financial Information

Item 1	Unaudited Condensed Consolidated Financial Statements		32 – 1716

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1817 – 24

Item 3	Quantitative and Qualitative Disclosures About Market Risk		25

~~Item 3~~	~~Quantitative and Qualitative Disclosures About Market Risk~~		26

Item 4	Controls and Procedures		2625

Part II Other Information

Item 1	Legal Proceedings		2726

Item 1A	Risk Factors		2726

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		2726

Item 3	Defaults Upon Senior Securities		2726

Item 4	Mine Safety Disclosures		2726

Item 5	Other Information		2726

Item 6	Exhibits		2726

Signatures			2928

EXHIBIT INDEX			3029



3.1(1)		Amended and Restated Certificate of Incorporation of RTI Surgical, Inc.

3.2(2)		Amended and Restated Bylaws of RTI Surgical, Inc.

10.1(3)		Fourth Amendment to the Second Amended and Restated Loan Agreement dated June 29, 2016, by and among the Company, TD Bank, N.A., a national banking association, as administrative agent for the Lenders and each of the Lenders from time to time a party thereto.

10.2(4)		Executive Separation Agreement, dated August 15, 2016.


101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document


	Amortization
	Expense
2016	$	875
2017		3,400
2018		3,400
2019		3,400
2020		3,400
2021		3,400

	$	17,875


Accrued restructuring charges at January 1, 2016	$	—
French distribution and tissue procurement office closure costs		1,107
Asset abandonments		(640	)
Cash payments		(317	)

Accrued restructuring charges at September 30, 2016	$	150


RTI SURGICAL, INC. (Registrant)

By:		/s/ Brian K. Hutchison
		Brian K. Hutchison President and Chief Executive Officer

By:		/s/ Robert P. Jordheim
		Robert P. Jordheim Executive Vice President and Chief Financial Officer


Exhibit No.		Description

31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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~~Non-Accelerated Filer~~Non-accelerated filer

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