The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and the related notes to those statements included elsewhere in this
Quarterly Report on Form 10-Q, as well as the audited financial statements and
the related notes thereto, and the discussion under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business"
included in our Annual Report on Form 10-K for the fiscal year ended December
31, 2021. Some of the information contained in this discussion and analysis or
set forth elsewhere in this Quarterly Report on Form 10-Q, such as information
with respect to our plans and strategy for our business and the impact of the
ongoing and global COVID-19 pandemic on our business, financial results and
financial condition on our business, financial results and financial condition
includes forward-looking statements that involve risks and uncertainties. As a
result of many important factors, including those set forth in the "Risk
Factors" section of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, our actual results could differ materially from the results
described in, or implied by, these forward-looking statements.


Overview



We are a medical technology company focused on the development and
commercialization of innovative, minimally invasive solutions for patients with
OSA. Our proprietary Inspire system is the first and only FDA-approved
neurostimulation technology that provides a safe and effective treatment for
moderate to severe OSA. We have developed a novel, closed-loop solution that
continuously monitors a patient's breathing and delivers mild hypoglossal nerve
stimulation to maintain an open airway. Inspire therapy is indicated for
patients with moderate to severe OSA who do not have significant central sleep
apnea and do not have a complete concentric collapse of the airway at the soft
palate level. In addition, patients in the U.S., Japan, and Singapore must have
been confirmed to fail or be unable to tolerate positive airway pressure
treatments, such as CPAP, and be 18 years of age or older, though there are no
similar requirements for patients in Europe.

We sell our Inspire system to hospitals and ambulatory surgery centers ("ASCs")
in the U.S. and in select countries in Europe through a direct sales
organization and we sell our Inspire system in Japan and Singapore through
distributors. Our direct sales force engages in sales efforts and promotional
activities focused on ENT physicians and sleep centers. In addition, we
highlight our compelling clinical data and value proposition to increase
awareness and adoption amongst referring physicians. We build upon this top-down
approach with strong direct-to-consumer marketing initiatives to create
awareness of the benefits of our Inspire system and drive interest through
patient empowerment. This outreach helps to educate thousands of patients on our
Inspire therapy.

Although our sales and marketing efforts are directed at patients and physicians
because they are the primary users of our technology, we consider the hospitals
and ASCs where the procedure is performed to be our customers, as they are the
purchasing agents of our Inspire system. Our customers are reimbursed the cost
required to treat each patient through various third-party payors, such as
commercial payors and government agencies. Our Inspire system is currently
reimbursed primarily on a per-patient prior authorization basis for patients
covered by commercial payors, under Local Coverage Determinations for patients
covered by Medicare, and under U.S. government contract for patients who are
treated by the Veterans Health Administration. As of November 1, 2022, we have
secured positive coverage policies with many U.S. commercial payors, including
virtually all large national commercial insurers, covering approximately
260 million lives in the U.S. In addition, all seven Medicare Administrative
Contractors published final policies in 2020 that provide coverage of Inspire
therapy when certain coverage criteria are met.

The procedure performed to implant our device was previously described for
billing purposes using a Category I Current Procedural Terminology ("CPT") code
(64568), which was used in conjunction with a temporary Category III CPT code
(+0466T). At the October 2020 American Medical Association ("AMA") CPT Editorial
Panel meeting, the AMA approved the creation of new Category I CPT codes (64582,
64583, and 64584) to separately identify hypoglossal nerve stimulator services.
A new Category I code (42975) was also approved for Drug-Induced Sleep Endoscopy
("DISE"), which is the final procedure to determine which patients are
appropriate for Inspire therapy. These new codes went into effect on January 1,
2022. With these approvals, a formal survey was conducted to

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determine the Medicare reimbursement levels assigned to each code and in
November 2021 the final 2022 reimbursement rates were announced by the Centers
for Medicare and Medicaid Services ("CMS"). The 2022 national average physician
payments are approximately $888 for implantation of a hypoglossal nerve
stimulator and approximately $115 for the DISE procedure. The 2022 rates of
Medicare reimbursement to our hospital customers is approximately $30,063, an
increase of 2% over the 2021 rate. The ASC reimbursement rate for 2022 is
approximately $24,828, an increase of 2% over the 2021 rate.

In July 2022, the 2023 proposed Medicare reimbursement payments were announced.
The 2023 proposed rate to our hospital customers is $29,932, a decrease of less
than 1% from the 2022 rate. The proposed ASC reimbursement for 2023 is $25,744,
an increase of 4% over the 2022 rate. The 2023 national average physician
payments are proposed to be $858 for implantation of a hypoglossal nerve
stimulator, a 3% decrease over the 2022 payment, and $95 for the DISE procedure,
a 17% decrease from the 2022 amount. These reimbursement decisions will be
reviewed by the CMS in conjunction with the annual Medicare Physician Fee
Schedule rulemaking cycle with final decisions expected in November 2022.

Japan's Ministry of Health, Labour and Welfare ("MLHW") approved Inspire therapy
to treat moderate to severe OSA in 2018 and was formally added to the Japan
National Health Insurance Payment Listing in 2021. The first implant of Inspire
therapy in Japan occurred in February 2022. Reimbursement in Singapore is
handled through hospital innovation budgets or private health insurance sources.
The first implants of Inspire therapy in Singapore occurred in May 2022. In
2020, the Australian Therapeutic Goods Administration approved Inspire therapy
to treat moderate to severe OSA, and we are currently seeking reimbursement in
Australia.

For the nine months ended September 30, 2022, 96.5% of our revenue was derived in the U.S. and 3.5% was derived outside of the U.S. No single customer accounted for more than 10% of our revenue during the nine months ended September 30, 2022.



We rely on third-party suppliers to manufacture our Inspire system and its
components. Many of these suppliers are currently single source suppliers. We
have experienced and continue to experience supply disruptions during the COVID
pandemic, but have managed to avoid any significant supply and inventory issues.
We seek to maintain higher levels of inventory to protect ourselves from supply
interruptions, and, as a result, we are subject to the risk of inventory
obsolescence and expiration, which could lead to inventory impairment charges.
During the three months ended September 30, 2022, we recorded a charge of $2.8
million for obsolete inventory and component parts related to product
introductions which were completed in October 2022, including the new silicone
leads and the Bluetooth®-enabled patient remote.

In the U.S. and Singapore, our products are shipped directly to our customers on
a purchase order basis, primarily by a third-party vendor with a facility in
Tennessee, although we do ship some products from our facility in Minnesota.
Warehousing and shipping operations for our European customers are handled by a
third-party vendor with a facility located in the Netherlands. Shipments of
products to our Japanese distributor are handled from our facility in Minnesota.
Customers do not have the right to return non-defective product, nor do we place
product on consignment. Our sales representatives do not maintain trunk stock.

Since our inception in 2007, we have financed our operations primarily through
sales of our Inspire system, private placements of our convertible preferred
securities, amounts borrowed under our former credit facility, and equity
offerings of our common stock. We have devoted significant resources to research
and development activities related to our Inspire system, including clinical and
regulatory initiatives to obtain marketing approval, and sales and marketing
activities. For the three months ended September 30, 2022, we generated revenue
of $109.2 million with a gross margin of 81.9% and had a net loss of $16.8
million compared to revenue of $61.7 million with a gross margin of 86.0% and a
net loss of $10.3 million for the three months ended September 30, 2021. For the
nine months ended September 30, 2022, we generated revenue of $270.0 million
with a gross margin of 83.7% and had a net loss of $48.0 million compared to
revenue of $155.0 million with a gross margin of 85.7% and a net loss of $39.7
million for the nine months ended September 30, 2021. Our accumulated deficit as
of September 30, 2022 was $327.4 million.

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We have invested heavily in product development. Our research and development
activities have been centered on driving continuous improvements to our Inspire
therapy. We have also made significant investments in clinical studies to
demonstrate the safety and efficacy of our Inspire therapy and to support
regulatory submissions. We continue to make investments in research and
development efforts to develop our next generation Inspire systems and support
our future regulatory submissions for expanded indications and for new markets
such as additional European countries and the Asia Pacific region. For example,
in July 2022, we received FDA approval for additional magnetic resonance imaging
("MRI") scan conditions for use with Inspire therapy. This full-body MRI
approval expands the Inspire use labeling that previously allowed only head,
neck, and extremity MRI scans. In December 2021, we received FDA approval for
our Bluetooth-enabled patient remote control. In the first quarter of 2021, we
received FDA approvals for both a new Inspire physician programmer platform and
an improved two-incision surgical implant procedure that eliminates one incision
with a revised placement of the pressure sensing lead. In May 2021, we received
CE Mark approval in Europe for the two-incision implant procedure. Japan's MLHW
approved Inspire therapy to treat moderate to severe OSA in 2018 and was
formally added to the Japan National Health Insurance Payment Listing in 2021.

Our direct-to-consumer marketing includes the use of social media platforms such
as Facebook, Google ad placements, and radio and television commercials. In
January 2021, we began airing television commercials and in January 2022, we
purchased our first national television advertising spots and began airing new
TV commercials. The objective of this outreach is to bring patients to our
website, where they can find educational materials and videos on sleep apnea and
the use and benefits of our Inspire therapy, contact information for physicians
and clinical sites, and information regarding community awareness events.
Further, our team leverages the Inspire Sleep app for patient education. We
expect to continue to increase our direct-to-consumer activities.

In early 2020, we started a call center concept, the Inspire Advisor Care
Program ("ACP"). The primary purpose of this program is to assist patients with
making a connection with a qualified healthcare provider based on their specific
needs. One of the many benefits of the ACP is the anecdotal feedback we are able
to collect from patients during conversations with the ACP representatives. An
example of this is the intelligence we have gathered on the impact of the
Philips Respironics CPAP recall on patients interested in exploring Inspire
therapy. Following the recall announcement in July 2021, it took time for
patients to learn about the recall, become educated about treatment
alternatives, and ultimately schedule an appointment with a healthcare provider
to determine eligibility for an Inspire procedure. While we cannot quantify the
impact from the recall, the feedback from the ACP, as well as prior
authorizations data and the Inspire Sleep app, all continue to indicate
increased patient flow as a result of the Philips recall. Long term, we believe
that there could be a sustained benefit to our business as a result of the
recall although there can be no assurance of such benefit.

We also continue to make significant investments to build our sales and
marketing organization by increasing the number of U.S. and European sales
representatives and continuing our direct-to-consumer marketing efforts in
existing and new markets throughout the U.S. and in Europe. During the three
months ended September 30, 2022, we created 18 new U.S. sales territories,
bringing the total to 209 U.S. territories as of September 30, 2022. During that
same period, we activated 59 new centers, bringing the total to 844 U.S. medical
centers implanting Inspire therapy as of September 30, 2022. At September 30,
2022, ASCs made up 23% of our total U.S. implanting centers, up from 22% at
December 31, 2021.

Because of these and other factors, we may continue to incur net losses for the
next several years, and we may require substantial additional funding, which may
include future equity and debt financings.

COVID-19 Pandemic Update



Our business, operations, and financial condition and results have been and may
continue to be impacted by the COVID-19 pandemic. In 2020, we experienced
significant reduction in revenue and product sales, as our customers were
negatively impacted by the decline in the volume of elective procedures that
resulted from the global healthcare system's response to COVID-19. During the
quarter ended March 31, 2021, resurgences of COVID-19 in various U.S. and
European regions disrupted our ability to access our clinician customers and
their patients, although surgical volumes generally returned to pre-pandemic
levels by the end of the quarter. As 2021 progressed, we observed a diminishing
degree of COVID-related impacts to our reported revenue. During the nine months

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ended September 30, 2022, resurgences of COVID-19 in various U.S. and
international regions again impacted our revenue, although surgical volumes had
generally returned to pre-pandemic levels by the end of the first quarter, and
therefore the impact on the quarters ended June 30, 2022 and September 30, 2022
was less significant. We believe there continues to be some adverse impact on
our revenues. However, the extent to which the COVID-19 pandemic continues to
impact our results of operations and financial condition will depend on future
developments that are highly uncertain and cannot be predicted, including new
information that may emerge concerning the severity and longevity of COVID-19
and its variants, the resurgence of COVID-19 in regions that have begun to
recover from the initial impact of the pandemic, the impact of COVID-19 on
economic activity, and the actions to contain its impact on public health and
the global economy.

To date, we have not experienced significant disruptions to our supply chain
network as a result of the COVID-19 pandemic. We have also not reduced our
capital expenditures and are continuing to invest in research and development,
however, we may determine to allocate resources differently due to impacts of
the COVID-19 pandemic.


Components of Our Results of Operations

Revenue



We derive primarily all of our revenue from the sale of our Inspire system to
hospitals and ASCs in the U.S., select countries in Europe, Japan, and
Singapore. We recognize revenues from sales of our Inspire system when the
customer obtains control of the product, which occurs at a point in time, either
upon shipment of the product or receipt of the product, depending on shipment
terms.

Our revenue has fluctuated, and may continue to fluctuate, from quarter to
quarter due to a variety of factors. For example, we have historically
experienced seasonality in our first and fourth quarters and have experienced
adverse impacts on our revenue due to the COVID-19 pandemic and foreign currency
exchange rates.

Cost of Goods Sold and Gross Margin



Cost of goods sold consists primarily of acquisition costs for the components of
the Inspire system, overhead costs, scrap, and inventory obsolescence, warranty
replacement costs, as well as distribution-related expenses such as logistics
and shipping costs, net of shipping costs charged to customers. The overhead
costs include the cost of material procurement, depreciation expense for
production equipment, and operations supervision and management personnel,
including employee compensation, stock-based compensation, supplies, and travel.
We expect cost of goods sold to increase or decrease in absolute dollars
primarily as, and to the extent, our revenue grows or declines, respectively.

We calculate gross margin as gross profit divided by revenue. Our gross margin
has been and we expect it will continue to be affected by a variety of factors,
including manufacturing costs, the average selling price of our Inspire system,
the implementation of cost-reduction strategies, inventory obsolescence costs,
which generally occur when new generations of our Inspire system are introduced,
and to a lesser extent the sales mix between the U.S. and countries outside of
the U.S., as our average selling price in the U.S. tends to be higher than in
other countries. Our gross margin may increase slightly to the extent our
production volumes increase and we receive discounts on the costs charged by our
contract manufacturers, thereby reducing our per unit costs, and when we
implement price increases on our products, thereby increasing our revenue. On
the other hand, our gross margin may decrease slightly to the extent our
materials and labor prices increase due to supply chain issues and inflation,
thereby increasing our per unit costs. However, our gross margin may also
fluctuate from quarter to quarter due to seasonality and foreign currency
exchange rates.

Our gross margin for the third quarter 2022 was lower than in previous periods
primarily due to inventory obsolescence charges associated with product
introductions, as well as higher costs of certain component parts. We expect our
gross margin for the fourth quarter of 2022 will be higher than in the third
quarter of 2022, although

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still impacted by higher costs of certain component parts. Longer term, we expect gross margins to return to previous levels.

Research and Development Expenses



Research and development expenses consist primarily of product development,
engineering, clinical studies to develop and support our products, regulatory
expenses, quality assurance, testing, consulting services and other costs
associated with the next generation versions of the Inspire system. These
expenses include employee compensation, including stock-based compensation,
supplies, materials, consulting, and travel expenses related to research and
development programs. Additionally, these expenses include clinical trial
management, payments to clinical investigators, data management and travel
expenses for our various clinical trials.

We expect research and development expenses to increase in the future as we
develop next generation versions of our Inspire system and continue to expand
our clinical studies to further expand positive coverage policies from private
commercial payors in the U.S. and enter into new markets including additional
European countries and the Asia Pacific region. We expect research and
development expenses as a percentage of revenue to vary over time depending on
the level and timing of initiating new product development efforts and new
clinical development activities.

Selling, General and Administrative Expenses



Selling, general and administrative ("SG&A") expenses consist primarily of
compensation for personnel, including base salaries, stock-based compensation
expense and commissions related to our sales organization, finance, information
technology, and human resource functions, as well as spending related to
marketing, sales operations, and training and reimbursement personnel. Other
SG&A expenses include training physicians, travel expenses, advertising,
direct-to-consumer promotional programs, conferences, trade shows and consulting
services, professional services fees, audit fees, insurance costs and general
corporate expenses, including facilities-related expenses.

We expect SG&A expenses to continue to increase as we expand our commercial
infrastructure to both drive and support our planned growth in revenue and as we
increase our headcount and expand administrative personnel to support our growth
and operations as a public company including finance personnel and information
technology services. Additionally, we anticipate an increase in our stock-based
compensation expense with grants of stock options, restricted stock units,
performance stock units, and shares of our common stock purchased pursuant to
our employee stock purchase plan.

Other Expense



Other expense consists primarily of interest expense payable under our former
credit facility, realized losses on foreign currency, and interest and dividend
income.

Seasonality

Historically, we have experienced seasonality in our first and fourth quarters,
and we expect this trend to continue. In the U.S., we have experienced, and may
in the future experience, higher sales in the fourth quarter as a result of
patients having paid their annual insurance deductibles in full, thereby
reducing their out-of-pocket costs. Alternatively, in the first quarter, many
U.S. patients' insurance deductibles reset, requiring more out-of-pocket costs,
which negatively impacts our sales during this period. In Germany, we have
experienced reduced demand for our Inspire therapy in the first quarter of each
year as Neue Untersuchungs-und-Behandlungsmethoden ("NUB") coverage status is
being determined and as hospitals are establishing their budgets pertaining to
allocation of funds to purchase our Inspire therapy. Beginning January 1, 2021,
Inspire therapy is fully integrated into the German hospital reimbursement
system ("G-DRG"), and we therefore may experience less seasonal fluctuations in
Germany although it may not eliminate them.


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Results of Operations

                                                         Three Months Ended                                                             Nine Months Ended
                                                           September 30,                                                                  September 30,
                                  2022               2021            $ Change             % Change               2022               2021             $ Change            % Change
                                                                                        (in thousands, except percentages)
Revenue                       $ 109,188          $  61,685          $ 47,503                   77.0  %       $ 269,956          $ 154,996          $ 114,960                  74.2  %
Cost of goods sold               19,786              8,624            11,162                  129.4  %          43,963             22,123             21,840                  98.7  %
Gross profit                     89,402             53,061            36,341                   68.5  %         225,993            132,873             93,120                  70.1  %
Gross margin                     81.9%              86.0%                                                       83.7%              85.7%
Operating expenses:
Research and
development                      20,993              9,614            11,379                  118.4  %          47,397             27,056             20,341                  75.2  %
Selling, general and
administrative                   85,603             53,243            32,360                   60.8  %         225,853            143,846             82,007                  57.0  %
Total operating
expenses                        106,596             62,857            43,739                   69.6  %         273,250            170,902            102,348                  59.9  %
Operating loss                  (17,194)            (9,796)           (7,398)                  75.5  %         (47,257)           (38,029)            (9,228)                 24.3  %
Other expense, net                 (593)               548            (1,141)                (208.2) %             286              1,570             (1,284)                (81.8) %
Loss before income
taxes                           (16,601)           (10,344)           (6,257)                  60.5  %         (47,543)           (39,599)            (7,944)                 20.1  %
Income taxes                        246                  3               243                8,100.0  %             488                 52                436                 838.5  %
Net loss                      $ (16,847)         $ (10,347)         $ (6,500)                  62.8  %       $ (48,031)         $ (39,651)         $  (8,380)                 21.1  %

Comparison of the Three Months Ended September 30, 2022 and 2021

Revenue



Revenue increased $47.5 million, or 77.0%, to $109.2 million for the three
months ended September 30, 2022 compared to $61.7 million for the three months
ended September 30, 2021. These results reflect an increase in sales of our
Inspire system of $48.0 million in the U.S. and a decrease of $0.5 million
outside of the U.S. Overall revenue growth was primarily due to increased market
penetration in existing territories, expansion into new territories, and
increased physician and patient awareness of our Inspire system.

Revenue information by region is summarized as follows:


                                                           Three Months 

Ended September 30,


                                                  2022                                           2021                                     Change
                                   Amount               % of Revenue              Amount              % of Revenue                 $                  %
                                                                             (in thousands, except percentages)
United States                   $  106,279                        97.3  %       $ 58,298                        94.5  %       $ 47,981                82.3  %
All other countries                  2,909                         2.7  %          3,387                         5.5  %           (478)              (14.1) %
Total revenue                   $  109,188                       100.0  %       $ 61,685                       100.0  %       $ 47,503                77.0  %


Revenue generated in the U.S. was $106.3 million for the three months ended
September 30, 2022, an increase of $48.0 million, or 82.3%, compared to the
three months ended September 30, 2021. Revenue growth in the U.S. was primarily
due to increased market penetration in existing territories, expansion into new
territories, increased physician and patient awareness of our Inspire system,
and to a lesser extent, a list price increase that began to impact some U.S.
customers in May 2022. The list price increase will be phased in for all U.S.
customers over the remainder of 2022 and through the first half of 2023.

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Revenue generated outside of the U.S. was $2.9 million in the three months ended
September 30, 2022, a decrease of $0.5 million, or 14.1%, compared to the three
months ended September 30, 2021. Of the decrease in revenue, 12.0% was due to
unfavorable exchange rates and 2.1% was due to a reduction in sales volume.

Cost of Goods Sold and Gross Margin



Cost of goods sold increased $11.2 million, or 129.4%, to $19.8 million for the
three months ended September 30, 2022 compared to $8.6 million for the three
months ended September 30, 2021. The increase was primarily due to product costs
associated with higher sales volume of our Inspire system, $2.8 million of
inventory obsolescence charges associated with recent product introductions, as
well as higher costs of certain component parts which was impacted by inflation
and COVID-related supply chain issues.

Gross margin decreased to 81.9% for the three months ended September 30, 2022
compared to 86.0% for the three months ended September 30, 2021. Gross margin
for the three months ended September 30, 2022 was lower primarily due to the
inventory obsolescence charges described above and higher costs of certain
component parts, somewhat offset by increased sales volume and manufacturing
efficiencies and a price increase which began taking effect for some U.S.
customers in May 2022.

Research and Development Expenses



Research and development expenses increased $11.4 million, or 118.4%, to $21.0
million for the three months ended September 30, 2022 compared to $9.6 million
for the three months ended September 30, 2021. This change was primarily due to
an increase of $4.9 million of compensation and employee-related expenses,
mainly as a result of increased headcount and stock-based compensation expense,
an increase of $6.1 million for ongoing research and development costs,
including ongoing development of the Inspire Cloud and the next generation
Inspire neurostimulator, and a $0.4 million increase in regulatory submissions
and clinical studies expenses.

Selling, General and Administrative Expenses



SG&A expenses increased $32.4 million, or 60.8%, to $85.6 million for the three
months ended September 30, 2022 compared to $53.2 million for the three months
ended September 30, 2021. The primary driver of this change was an increase of
$19.6 million in compensation, including salaries, commissions, stock-based
compensation, and other employee-related expenses, mainly as a result of
increased headcount. In addition, marketing expenses increased $8.6 million,
primarily consisting of direct-to-consumer initiatives, including new national
TV advertisements, which began airing in January 2022, and the expansion of our
Advisor Care Program call center. Other drivers of the change to SG&A expenses
included an increase in travel expenses of $2.2 million and an increase in
general corporate costs of $2.0 million primarily due to office rent expense,
insurance costs, computer equipment and software, and consulting fees.

Other (Income) Expense



Other (income) expense decreased $1.1 million, or 208.2%, to $0.6 million of
income, net for the three months ended September 30, 2022 compared to $0.5
million of expense, net for the three months ended September 30, 2021. The
change was primarily due to an increase of $1.3 million in interest and dividend
income due to higher interest rates on higher cash, cash equivalents and
investment balances, somewhat offset by an increase of $0.1 million in foreign
currency translation losses due to exchange rates and an increase of $0.1
million in interest expense due to the early termination of our credit facility.

Income Taxes

We recorded a provision for incomes taxes of approximately $0.2 million and $0 for the three months ended September 30, 2022 and September 30, 2021, respectively.


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Comparison of the Nine Months Ended September 30, 2022 and 2021

Revenue

Revenue increased $115.0 million, or 74.2%, to $270.0 million for the nine months ended September 30, 2022 compared to $155.0 million for the nine months ended September 30, 2021. The increase was attributable to a $115.2 million increase in sales of our Inspire system in the U.S and a decrease of $0.2 million outside of the U.S. Overall revenue growth was primarily due to increased market penetration in existing territories, expansion into new territories, and increased physician and patient awareness of our Inspire system.



During both of the nine-month periods ended September 30, 2022 and 2021,
resurgences of COVID-19 in various U.S. and international regions disrupted our
ability to access our clinician customers and their patients, although surgical
volumes generally returned to pre-pandemic levels by the end of the first
quarter of each respective year.

Revenue information by region is summarized as follows:



                                                               Nine Months Ended September 30,
                                                     2022                                              2021                                      Change
                                      Amount                 % of Revenue               Amount              % of Revenue                 $                   %
                                                                                 (in thousands, except percentages)
United States                   $       260,581                        96.5  %       $ 145,420                        93.8  %       $ 115,161                79.2  %
All other countries                       9,375                         3.5  %           9,576                         6.2  %            (201)               (2.1) %
Total revenue                   $       269,956                       100.0  %       $ 154,996                       100.0  %       $ 114,960                74.2  %


Revenue generated in the U.S. was $260.6 million for the nine months ended
September 30, 2022, an increase of $115.2 million, or 79.2%, compared to the
nine months ended September 30, 2021. Revenue growth in the U.S. was primarily
due to increased market penetration in existing territories, the expansion into
new territories, increased physician and patient awareness of our Inspire
system, and to a lesser extent, a list price increase that began to impact some
U.S. customers in May 2022. The list price increase will be phased in for all
U.S. customers over the remainder of 2022 and through the first half of 2023. As
noted above, U.S. revenue during both periods was negatively impacted by the
COVID-19 pandemic.

Revenue generated outside of the U.S. was $9.4 million for the nine months ended
September 30, 2022, a decrease of $0.2 million, or 2.1%, compared to the nine
months ended September 30, 2021. While units sold outside the U.S. increased
8.7% over the prior year period, unfavorable exchange rates resulted in a
decrease in revenue of 2.1% from the nine months ended 2021. As noted above,
international revenue during both periods was negatively impacted by the
COVID-19 pandemic.

Cost of Goods Sold and Gross Margin



Cost of goods sold increased $21.8 million, or 98.7%, to $44.0 million for the
nine months ended September 30, 2022 compared to $22.1 million for the nine
months ended September 30, 2021. The increase was primarily due to product costs
associated with higher sales volume of our Inspire system, higher costs of
certain component parts which was impacted by inflation and COVID-related supply
chain issues, as well as $2.8 million of inventory obsolescence charges
associated with recent product introductions.

Gross margin decreased to 83.7% for the nine months ended September 30, 2022
compared to 85.7% for the nine months ended September 30, 2021. Gross margin for
the nine months ended September 30, 2022 was lower primarily due to higher costs
of certain component parts as well as the inventory obsolescence charges
described above, somewhat offset by increased sales volume and manufacturing
efficiencies and a price increase which began taking effect for some U.S.
customers in May 2022.

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Research and Development Expenses



Research and development expenses increased $20.3 million, or 75.2%, to $47.4
million for the nine months ended September 30, 2022 compared to $27.1 million
for the nine months ended September 30, 2021. This change was primarily due to
an increase of $9.6 million of compensation and employee-related expenses,
mainly as a result of increased headcount and stock-based compensation expense,
$10.5 million for ongoing research and development costs, including ongoing
development of the Inspire Cloud and the next generation Inspire
neurostimulator, and a $0.2 million increase in regulatory submissions and
clinical studies expenses.

Selling, General and Administrative Expenses



SG&A expenses increased $82.0 million, or 57.0%, to $225.9 million for the nine
months ended September 30, 2022 compared to $143.8 million for the nine months
ended September 30, 2021. The primary driver of this change was an increase of
$48.7 million in compensation, including salaries, commissions, stock-based
compensation, and other employee-related expenses, mainly as a result of
increased headcount. In addition, marketing expenses increased $23.4 million,
primarily consisting of direct-to-consumer initiatives, including new national
TV advertisements, which began airing in January 2022, and the expansion of our
Advisor Care Program call center. Other drivers of the change to SG&A expenses
included an increase in travel expenses of $5.4 million and an increase in
general corporate costs of $4.6 million primarily due to office rent expense,
insurance costs, bank fees, computer equipment and software, and consulting
fees.

Other (Income) Expense, Net



Other (income) expense, net decreased by $1.3 million, or 81.8%, to $0.3 million
of expense, net for the nine months ended September 30, 2022 compared to
$1.6 million of expense for the nine months ended September 30, 2021. This
change was primarily due to an increase of $1.6 million in interest and dividend
income due to higher interest rates on our higher cash, cash equivalents and
investment balances, somewhat offset by an increase of $0.2 million in foreign
currency translation losses due to exchange rates and an increase of $0.1
million in interest expense due to the early termination of our credit facility.

Income Taxes

We recorded a provision for income taxes of $0.5 million and $0.1 million for the nine months ended September 30, 2022 and September 30, 2021, respectively.

Liquidity and Capital Resources



As of September 30, 2022, we had cash, cash equivalents and available-for-sale
securities of $427.5 million, an increase of $203.1 million from $224.4 million
as of December 31, 2021. Working capital totaled $446.3 million as of September
30, 2022, an increase of $219.0 million from December 31, 2021. We define
working capital as current assets less current liabilities. The increase in
working capital was primarily due the following factors:

•a $203.3 million increase in cash and cash equivalents, primarily due to
proceeds from our August 2022 offering of common stock, somewhat offset by cash
used to support operations, strategic investments totaling $10.5 million, and
payments of $24.5 million on our credit facility which we paid off in August
2022;

•an increase of $14.3 million in accounts receivable due to higher sales;

•the movement of $9.7 million of our long-term investments into the short-term investments category as the related maturity date is now within 12 months;



•the payoff of our credit facility of which $9.2 million was in the short-term
category as of December 31, 2021 and therefore a reduction in the then working
capital balance; and

•a $1.7 million increase prepaid expense and other current assets primarily due to prepaid insurance costs.


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The increase in working capital was offset by the following factors:

•a $8.6 million increase in accounts payable, generally due to our business volume and headcount growth from the prior year;

•an increase of $8.5 million in accrued expenses which increased primarily due to compensation and personnel-related costs and the accrual of R&D- and inventory related costs; and

•a decrease of $2.1 million in inventory balances which due mainly to sales demand.



We proactively manage our access to capital to support liquidity and continued
growth. Our sources of capital include sales of our Inspire system and
registered offerings of our common stock. During the quarter ended September 30,
2022, we repaid all amounts outstanding under our credit facility.

The primary objective of our investment activities is to preserve our capital
for the purpose of funding operations while at the same time maximizing the
income we receive from our investments without significantly increasing risk or
decreasing availability. To achieve these objectives, our investment policy
allows us to maintain a portfolio of certain types of debt securities issued by
the U.S. government and its agencies, corporations with investment-grade credit
ratings, or commercial paper and money market funds issued by the highest
quality financial and non-financial companies. At September 30, 2022, we had
$387.5 million in money market funds and $9.7 million of investments in U.S.
government securities, and no investments with a contractual maturity over one
year.

In the nine months ended September 30, 2022, our SG&A expenditures increased
significantly over the prior year levels, and we anticipate further increases in
the remainder of 2022 and fiscal 2023. Our SG&A expenditures, primarily for
increasing headcount and advertising, may exceed any associated increases in
revenues, and therefore would reduce our cash flow from operations. We also
anticipate R&D expenses will continue to be significant in the remainder of 2022
and fiscal 2023, primarily related to the ongoing development of the Inspire
Cloud and the next generation Inspire neurostimulator.

We spent $6.1 million on purchases of property and equipment in nine months
ended September 30, 2022, mainly on testing systems, production equipment, and
leasehold improvements on our corporate office. We anticipate further capital
expenditures in 2022 and 2023, primarily for additional equipment.

As of September 30, 2022, we did not have any off-balance sheet arrangements
that have, or are reasonably likely to have, a current or future material effect
on our financial condition, results of operations, liquidity, capital
expenditures or capital resources.

We believe that our existing cash and cash equivalents and investments, which
totaled $427.5 million as of September 30, 2022, together with cash flow from
operations, will provide liquidity sufficient to meet our cash needs and fund
our operations and planned capital expenditures for at least the next 12 months.
There can be no assurance, however, that our business will continue to generate
cash flows at historic levels.

Beyond the next 12 months, our cash requirements will depend extensively on the
timing of market introduction, and extent of market acceptance of, our Inspire
system. Our long-term cash requirements also will be significantly impacted by
the level of our investment in commercialization, entry into new markets such as
Singapore, Hong Kong, and Australia, whether we make strategic acquisitions, and
competition. We cannot accurately predict our long-term cash requirements at
this time. Additionally, the COVID-19 pandemic has negatively impacted the
global economy, disrupted global supply chains and created significant
volatility and disruption of financial markets. An extended period of global
supply chain and economic disruption could materially affect our business,
results of operations, access to sources of liquidity and financial condition.
We may seek additional sources of liquidity and capital resources through
additional securities offerings or through borrowings under a new credit
facility. There can be no assurance that such transactions will be available to
us on favorable terms, if at all.

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Cash Flows

The following table presents a summary of our cash flow for the periods
indicated:
                                                    Nine Months Ended
                                                      September 30,
                                                   2022           2021
                                                      (in thousands)
Net cash provided by (used in):
Operating activities                            $  (7,700)     $ (20,853)
Investing activities                              (16,646)        29,672
Financing activities                              227,788         10,872
Effect of exchange rate on cash                      (101)            (9)

Net decrease in cash and cash equivalents $ 203,341 $ 19,682

Operating Activities



The net cash used in operating activities was $7.7 million for the nine months
ended September 30, 2022 and consisted of a net loss of $48.0 million, non-cash
charges of $38.7 million, and a decrease in net operating assets of $1.6
million. The non-cash charges consisted primarily of stock-based compensation,
which increased mainly as a result of granting more stock options and restricted
stock to more employees at a higher fair market value, as well as the
introduction of performance stock unit grants. The remainder of the non-cash
charges included depreciation and amortization, non-cash lease expense, stock
issued for services rendered, and other, net. Operating assets includes accounts
receivable which increased due to higher sales, and prepaid expenses and other
current assets which increased primarily due to prepaid insurance. Operating
assets also includes inventories, which decreased primarily due to sales demand.
Operating liabilities includes accounts payable, which increased generally due
to our increased business volume year-over-year and the costs to support the
growth of our operations, and accrued expenses, which increased primarily due to
compensation and personnel-related costs and the accrual of R&D- and inventory
related costs.

Investing Activities

Net cash used in investing activities for the nine months ended September 30,
2022 was $16.6 million and consisted of purchases of property and equipment of
$6.1 million and the purchase of strategic investments of $10.5 million.

Financing Activities



Net cash provided by financing activities was $227.8 million for the nine months
ended September 30, 2022 and consisted primarily of proceeds from the offering
of common stock of $243.8 million, as well as proceeds from the exercise of
stock options of $6.4 million, and proceeds from the issuance of common stock
from our ESPP of $2.1 million, partially offset by $24.5 million in payments on
our long-term debt obligation, which we prepaid in August 2022, and less than
$0.1 million of taxes paid to net share settlement of RSUs.


Contractual Obligations and Commitments

There have been no material changes to our contractual obligations and commitments from those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.


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Critical Accounting Policies and Estimates



Our critical accounting policies and estimates are described in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Critical Accounting Policies and Estimates" in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2021. We have reviewed and
determined that those critical accounting policies and estimates remain our
critical accounting policies and estimates as of and for the three and nine
months ended September 30, 2022.

Recent Accounting Pronouncements

We have reviewed all recently issued standards and have determined that such standards will not have a significant impact on our consolidated financial statements or do not otherwise apply to our operations.

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