ingn-10q_20170930.htm

(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 ☒ 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 the registrant was required to submit and post such files). Yes ☒ No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of October 31, 2017, the registrant had 20,870,357 shares of common stock, par value $0.001, outstanding.

	September 30,			December 31,
	2017			2016
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	129,693		$	92,851
Marketable securities		33,395			21,033
Accounts receivable, net		34,699			30,828
Inventories, net		16,855			14,343
Deferred cost of revenue		358			398
Income tax receivable		1,593			433
Prepaid expenses and other current assets		3,186			1,659
Total current assets		219,779			161,545
Property and equipment
Rental equipment, net		51,010			54,582
Manufacturing equipment and tooling		6,693			6,133
Computer equipment and software		5,313			4,705
Furniture and equipment		781			779
Leasehold improvements		1,552			816
Land and building		125			125
Construction in process		265			75
Total property and equipment		65,739			67,215
Less accumulated depreciation		(44,788	)		(42,016	)
Property and equipment, net		20,951			25,199
Goodwill		2,330			—
Intangible assets, net		1,650			241
Deferred tax asset - noncurrent		24,619			26,654
Other assets		512			410
Total assets	$	269,841		$	214,049

	September 30,		December 31,
	2017		2016
	(unaudited)
Liabilities and stockholders' equity
Current liabilities
Accounts payable and accrued expenses	$	22,367	$	12,795
Accrued payroll		6,871		6,123
Warranty reserve - current		2,298		1,688
Deferred revenue - current		3,646		2,239
Income tax payable		251		—
Total current liabilities		35,433		22,845
Long-term liabilities
Warranty reserve - noncurrent		3,269		1,792
Deferred revenue - noncurrent		8,622		7,042
Deferred tax liability - noncurrent		414		—
Other noncurrent liabilities		817		282
Total liabilities		48,555		31,961
Commitments and contingencies (Note 8)
Stockholders' equity
Common stock, $0.001 par value per share; 200,000,000 authorized; 20,851,696 and 20,389,860 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively		21		20
Additional paid-in capital		211,817		194,466
Retained earnings (accumulated deficit)		9,245		(12,363	)
Accumulated other comprehensive income (loss)		203		(35	)
Total stockholders' equity		221,286		182,088
Total liabilities and stockholders' equity	$	269,841	$	214,049

	Three months ended						Nine months ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenue
Sales revenue	$	63,137		$	47,177		$	167,141		$	125,566
Rental revenue		5,893			7,245			18,510			26,412
Total revenue		69,030			54,422			185,651			151,978
Cost of revenue
Cost of sales revenue		31,401			24,271			81,307			63,824
Cost of rental revenue, including depreciation of $2,366 and $2,878 for the three months ended and $7,577 and $8,733 for the nine months ended, respectively		4,459			5,023			13,863			15,532
Total cost of revenue		35,860			29,294			95,170			79,356
Gross profit
Gross profit-sales revenue		31,736			22,906			85,834			61,742
Gross profit-rental revenue		1,434			2,222			4,647			10,880
Total gross profit		33,170			25,128			90,481			72,622
Operating expense
Research and development		1,375			1,350			3,944			3,897
Sales and marketing		13,095			9,679			35,569			28,220
General and administrative		10,368			8,702			28,568			23,812
Total operating expense		24,838			19,731			68,081			55,929
Income from operations		8,332			5,397			22,400			16,693
Other income (expense)
Interest expense		—			(1	)		—			(6	)
Interest income		221			61			468			126
Other income (expense)		264			(8	)		994			78
Total other income, net		485			52			1,462			198
Income before provision for income taxes		8,817			5,449			23,862			16,891
Provision for income taxes		1,479			203			2,254			1,632
Net income		7,338			5,246			21,608			15,259
Other comprehensive income (loss), net of tax
Change in foreign currency translation adjustment		115			—			312			—
Change in net unrealized gains (losses) on foreign currency hedging		(196	)		10			(442	)		(24	)
Less: reclassification adjustment for net (gains) losses included in net income		305			2			297			51
Total net change in unrealized gains (losses) on foreign currency hedging		109			12			(145	)		27
Change in net unrealized gains (losses) on available-for-sale investments		13			(4	)		71			16
Total other comprehensive income, net of tax		237			8			238			43
Comprehensive income	$	7,575		$	5,254		$	21,846		$	15,302

Basic net income per share attributable to common stockholders (Note 5)	$	0.35		$	0.26		$	1.05		$	0.76
Diluted net income per share attributable to common stockholders (Note 5)	$	0.33		$	0.25		$	0.99		$	0.73
Weighted-average number of shares used in calculating net income per share attributable to common stockholders:
Basic common shares		20,753,789			20,157,688			20,622,848			19,986,544
Diluted common shares		21,998,660			21,182,587			21,832,544			21,000,945

							Retained			Accumulated
					Additional		earnings			other			Total
	Common stock				paid-in		(accumulated			comprehensive			stockholders'
	Shares		Amount		capital		deficit)			income (loss)			equity
Balance, December 31, 2015		19,782,403	$	20	$	179,143	$	(45,108	)	$	(37	)	$	134,018
Cumulative effect of change in accounting principle		—		—		—		12,226			—			12,226
Stock-based compensation		—		—		5,404		—			—			5,404
Employee stock purchases		37,378		—		1,055		—			—			1,055
Stock options exercised		424,462		—		4,600		—			—			4,600
Net income		—		—		—		15,259			—			15,259
Other comprehensive income		—		—		—		—			43			43
Balance, September 30, 2016 (unaudited)		20,244,243	$	20	$	190,202	$	(17,623	)	$	6		$	172,605

Balance, December 31, 2016		20,389,860	$	20	$	194,466	$	(12,363	)	$	(35	)	$	182,088
Stock-based compensation		41,574		—		6,630		—			—			6,630
Employee stock purchases		24,523		—		1,379		—			—			1,379
Stock options exercised		395,739		1		9,342		—			—			9,343
Net income		—		—		—		21,608			—			21,608
Other comprehensive income		—		—		—		—			238			238
Balance, September 30, 2017 (unaudited)		20,851,696	$	21	$	211,817	$	9,245		$	203		$	221,286

	Nine months ended September 30,
	2017			2016
Cash flows from operating activities
Net income	$	21,608		$	15,259
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,257			10,290
Loss on rental units and other fixed assets		934			891
Gain on sale of former rental assets		(62	)		(224	)
Provision for sales returns and doubtful accounts		10,319			8,177
Provision for rental revenue adjustments		3,828			7,783
Provision for inventory obsolescence and other inventory losses, net of recoveries		222			141
Stock-based compensation expense		6,630			5,404
Deferred tax assets		2,035			1,653
Changes in operating assets and liabilities:
Accounts receivable		(16,826	)		(25,812	)
Inventories		(3,481	)		(9,220	)
Deferred cost of revenue		40			(42	)
Income tax receivable		(1,155	)		546
Prepaid expenses and other current assets		(1,421	)		(600	)
Accounts payable and accrued expenses		9,103			7,801
Accrued payroll		717			573
Warranty reserve		2,085			1,424
Deferred revenue		2,987			1,856
Income tax payable		131			(11	)
Other noncurrent liabilities		535			(37	)
Net cash provided by operating activities		47,486			25,852
Cash flows from investing activities
Purchases of available-for-sale investments		(35,367	)		(26,321	)
Maturities of available-for-sale investments		23,076			20,799
Investment in intangible assets		(15	)		(112	)
Investment in property and equipment		(2,083	)		(1,483	)
Production and purchase of rental equipment		(2,682	)		(4,588	)
Proceeds from sale of former assets		129			328
Payment for acquisition, net of cash acquired		(4,447	)		—
Net cash used in investing activities		(21,389	)		(11,377	)

(continued on next page)

Inogen, Inc. (Company or Inogen) was incorporated in Delaware on November 27, 2001. The Company is a medical technology company that primarily develops, manufactures and markets innovative portable oxygen concentrators used to deliver supplemental long-term oxygen therapy to patients suffering from chronic respiratory conditions. Traditionally, these patients have relied on stationary oxygen concentrator systems for use in the home and oxygen tanks or cylinders for mobile use, which the Company calls the delivery model. The tanks and cylinders must be delivered regularly and have a finite amount of oxygen, which requires patients to plan activities outside of their homes around delivery schedules and a finite oxygen supply. Additionally, patients must attach long, cumbersome tubing to their stationary concentrators simply to enable mobility within their homes. The Company’s proprietary Inogen One^® systems concentrate the air around the patient to offer a single source of supplemental oxygen anytime, anywhere with a portable device weighing approximately 2.8, 4.8 or 7.0 pounds with a single battery. The Company’s Inogen One G4^®,Inogen One G3^® and Inogen One G2^® have up to 2.6, 4.7 and 5.0 hours of battery life, respectively, with a single battery and can be plugged into an outlet when at home, in a car, or in a public place with outlets available. The Company’s Inogen One systems reduce the patient’s reliance on stationary concentrators and scheduled deliveries of tanks with a finite supply of oxygen, thereby improving patient quality of life and fostering mobility.

Portable oxygen concentrators represented the fastest-growing segment of the Medicare oxygen therapy market between 2012 and 2016. The Company estimates based on 2016 Medicare data that patients using portable oxygen concentrators represent approximately 9.1% of the total addressable oxygen market in the United States, although the Medicare data does not account for private insurance and cash-pay sales into the market. Based on 2016 industry data, the Company believes it was the leading worldwide manufacturer of portable oxygen concentrators. The Company believes it is the only manufacturer of portable oxygen concentrators that employs a direct-to-consumer strategy in the United States, meaning the Company markets its products to patients, processes their physician paperwork, provides clinical support as needed and bills Medicare or insurance on their behalf. To pursue a direct-to-consumer strategy, the Company’s manufacturing competitors would need to meet national accreditation and state-by-state licensing requirements and secure Medicare billing privileges, including Medicare competitive bidding contracts, as well as compete with the home medical equipment providers who many of the Company’s manufacturing competitors sell to across their entire homecare business.

Since adopting the Company’s direct-to-consumer strategy in 2009 following its acquisition of Comfort Life Medical Supply, LLC, which had an active Medicare billing number but few other assets and limited business activities, the Company has directly sold or rented more than 327,000 of its Inogen oxygen concentrators as of September 30, 2017.

The Company incorporated Inogen Europe Holding B.V., a Dutch limited liability company, on April 13, 2017. The Company owns all outstanding stock of Inogen Europe Holding B.V., which became a wholly owned subsidiary of the Company.

On May 4, 2017, the Company, through its wholly owned subsidiary, Inogen Europe Holding B.V., acquired all issued and outstanding capital stock of MedSupport Systems B.V. (MedSupport) for approximately $5,831 comprised of $5,779 of cash paid at closing and estimated net working capital adjustments of approximately $52 to be paid in the fourth quarter of 2017 classified in accounts payable and accrued expenses. In aggregate, $1,337 was cash acquired, $1,529 was attributed to intangible assets, $2,154 was attributed to goodwill, and $811 was attributed to net assets assumed. MedSupport is engaged in the business of importing and distributing medical devices throughout Europe. The acquisition allows the Company to add a European customer support and repair site in the Netherlands and is currently operating as Inogen Europe B.V. Goodwill associated with this acquisition is not deductible for tax purposes in the Netherlands. Acquisition expenses of approximately $370 were expensed in 2017 and are classified within general and administrative expense. The Company's allocation of the purchase price remains incomplete and any measurement period adjustments that result from the finalization of the purchase price allocation will be recorded retrospectively to the acquisition date. Pro forma results of operations for this acquisition have not been presented because they are not material to the consolidated results of operations, either individually or in aggregate.

The accompanying consolidated financial statements are unaudited. The balance sheet at December 31, 2016 has been derived from the audited financial statements of the Company. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) for interim financial information, and in management’s opinion, includes all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position, its results of operations, stockholders’ equity and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the full fiscal year or any other period.

The accompanying consolidated financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 28, 2017. There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K filed with the SEC on February 28, 2017.

The consolidated financial statements include the accounts of Inogen, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable. Significant areas requiring the use of management estimates relate to revenue recognition, inventory and rental asset valuations and write-downs, accounts receivable allowances for bad debts, returns and adjustments, stock compensation expense, depreciation and amortization, income tax provision and uncertain tax positions, fair value of financial instruments, and fair value of acquired intangible assets and goodwill. Actual results could differ from these estimates.

The results of operations of the businesses acquired by the Company are included as of the acquisition date. The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. The Company may adjust the preliminary purchase price allocation, as necessary, for up to one year after the acquisition closing date if it obtains more information regarding asset valuations and liabilities assumed. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

Goodwill is tested for impairment on an annual basis as of October 1. Interim testing of goodwill for impairment is also required whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or asset below its carrying amount. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis.

The functional currency of the Company’s international subsidiaries is the local currency. The financial statements of the subsidiaries are translated to U.S. dollars using month-end exchange rates for assets and liabilities, and average rates of exchange for revenues, cost of revenue, operating expense and provision for income taxes. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to functional currency are reflected as a component of foreign currency exchange gains or losses in other income (expense) in the consolidated statements of comprehensive income.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU No. 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU No. 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. In August 2015, the FASB decided to delay the effective date of ASU No. 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. As such, the updated standard will be effective for the Company in the first quarter of 2018. In March 2016, the FASB issued ASU No. 2016-08, Revenue with Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which is an amendment to ASU No. 2014-09 that improved the operability and understandability of implementation guidance versus agent considerations by clarifying the determination of principal versus agent. The new standard also permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). To date, the Company has performed an initial assessment of the Company’s revenue streams, substantially completed its summary of all outstanding contracts, and begun the process of applying the five-step model to those contracts and revenue streams. The Company anticipates adopting the standard using the modified retrospective method. The Company expects to adopt on January 1, 2018 and has developed its plan for adoption and the impact on its revenue recognition policies, procedures and control framework and the resulting impact on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business. The new guidance revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The Company is currently evaluating the effect of the new guidance but does not expect it to have a material impact on the Company’s consolidated financial statement presentation or results.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The new guidance eliminates step two of the goodwill impairment test. Under the new guidance, an entity should recognize an impairment charge for the amount by which a reporting unit’s carrying value exceeds its fair value. The ASU is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the effect of the new guidance but does not expect it to have a material impact on the Company’s consolidated financial statement presentation or results.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging, which changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results, in order to better align an entity’s risk management activities and financial reporting for hedging relationships. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. ASU No. 2017-12 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. The Company is still evaluating the impact that this guidance will have on its consolidated financial statements, and has not yet determined whether the Company will early adopt ASU No. 2017-12.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. The ASU requires entities to measure most inventory “at the lower of cost and net realizable value” thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The Company adopted this guidance on January 1, 2017. The adoption of this ASU did not have a material effect on the Company’s consolidated financial presentation or results.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The Company elected to early adopt ASU No. 2016-09 in the fourth quarter of 2016, which requires any adjustments to be recorded as of the beginning of fiscal 2016. As a result, the consolidated statements of comprehensive income for the three and nine months ended September 30, 2016 and statements of cash flows and stockholders’ equity for the nine months ended September 30, 2016 were adjusted to include the impact of ASU No. 2016-09 adoption. See “Note 2 –Summary of significant accounting policies” in the notes

to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for detailed adoption information.

The Company operates and reports in only one operating and reportable segment – development, manufacturing, marketing, sales, and rental of respiratory products. Management reports financial information on an aggregate basis to the Company’s chief operating decision maker.

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued expenses. The carrying values of its financial instruments approximate fair value based on their short-term nature.

Imputed interest associated with the Company’s non-interest bearing debt was insignificant and was appropriately recognized in the respective periods.

Accounting Standards Codification (ASC) 820 — Fair Value Measurements and Disclosures, creates a single definition of fair value, establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and states that a fair value measurement is to estimate the price at which an orderly transaction to sell an asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. Assets and liabilities adjusted to fair value in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Level inputs, as defined by ASC 820, are as follows:

The Company obtained the fair value of its available-for-sale investments, which are not in active markets, from a third-party professional pricing service using quoted market prices for identical or comparable instruments, rather than direct observations of quoted prices in active markets. The Company's professional pricing service gathers observable inputs for all of its fixed income securities from a variety of industry data providers (e.g., large custodial institutions) and other third-party sources. Once the observable inputs are gathered, all data points are considered and the fair value is determined. The Company validates the quoted market prices provided by its primary pricing service by comparing their assessment of the fair values against the fair values provided by its investment managers. The Company's investment managers use similar techniques to its professional pricing service to derive pricing as described above. As all significant inputs were observable, derived from observable information in the marketplace or supported by observable levels at which transactions are executed in the marketplace, the Company has classified its available-for-sale investments within Level 2 of the fair value hierarchy.

The following table summarizes fair value measurements by level for the assets measured at fair value on a recurring basis for cash, cash equivalents and marketable securities:

	As of September 30, 2017
			Gross					Cash
	Adjusted		unrealized					and cash		Marketable
	cost		losses			Fair value		equivalents		securities
Cash	$	50,670	$	—		$	50,670	$	50,670	$	—
Level 1:
Money market accounts		77,020		—			77,020		77,020		—

Level 2:
Certificates of deposit		14,302		(3	)		14,299		—		14,299
Corporate bonds		18,110		(14	)		18,096		—		18,096
Agency mortgage-backed securities		3,004		(1	)		3,003		2,003		1,000
Total	$	163,106	$	(18	)	$	163,088	$	129,693	$	33,395

	As of December 31, 2016
			Gross					Cash
	Adjusted		unrealized					and cash		Marketable
	cost		losses			Fair value		equivalents		securities
Cash	$	48,533	$	—		$	48,533	$	48,533	$	—
Level 1:
Money market accounts		39,277		—			39,277		39,277		—

Level 2:
Certificates of deposit		15,904		(8	)		15,896

Delaware		33-0989359
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

326 Bollay Drive Goleta, California		93117
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☐

	Part I – Financial Information		Page
Item 1.	Financial Statements		3
	Consolidated Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016		3
	Consolidated Statements of Comprehensive Income (unaudited) for the Three and Nine Months Ended September 30, 2017 and September 30, 2016		5
	Consolidated Statements of Stockholders’ Equity (unaudited) for the Nine Months Ended September 30, 2017 and September 30, 2016		6
	Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2017 and September 30, 2016		7
	Condensed Notes to the Consolidated Financial Statements (unaudited)		9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		52
Item 4.	Controls and Procedures		53
	Part II – Other Information
Item 1.	Legal Proceedings		54
Item 1A.	Risk Factors		54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		83
Item 3.	Defaults Upon Senior Securities		83
Item 4.	Mine Safety Disclosures		83
Item 5.	Other Information		83
Item 6.	Exhibits		84
SIGNATURES		85

	Nine months ended September 30,
	2017		2016
Cash flows from financing activities
Proceeds from stock options exercised		9,343		4,600
Proceeds from employee stock purchases		1,379		1,055
Repayment of debt from investment in intangible assets		—		(235	)
Net cash provided by financing activities		10,722		5,420
Effect of exchange rates on cash		23		8
Net increase in cash and cash equivalents		36,842		19,903
Cash and cash equivalents, beginning of period		92,851		66,106
Cash and cash equivalents, end of period	$	129,693	$	86,009
Supplemental disclosures of cash flow information
Cash paid during the period for interest	$	—	$	9
Cash paid (received) during the period for income taxes, net of refunds received		1,164		(533	)
Supplemental disclosure of non-cash transactions
Property and equipment in accounts payable and accrued liabilities	$	104	$	—

Level input		Input definition
Level 1		Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.

Level 2		Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date.

Level 3		Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.