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PODD > SEC Filings for PODD > Form 8-K on 8-Feb-2013All Recent SEC Filings

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Form 8-K for INSULET CORP


8-Feb-2013

Non-Reliance on Previous Financials, Audits or Interim Review


Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On February 5, 2013, management and the Audit Committee of the Board of Directors of Insulet Corporation (the "Company") concluded that it is necessary to restate the Company's audited consolidated financial statements for the year ended December 31, 2011 and for the unaudited quarterly financial reporting periods ended June 30, 2011, September 30, 2011, March 31, 2012, June 30, 2012 and September 30, 2012 and that the Company's consolidated financial statements for these periods should no longer be relied upon. The Audit Committee made this determination following consultation with and upon the recommendation of management and following consultation with Ernst & Young LLP. Therefore, the Company plans to present the restated results for the fiscal year ended December 31, 2011, and the quarterly periods ended June 30, 2011 and September 30, 2011 in an amended Annual Report on Form 10-K/A. The Company plans to present the restated results for the quarterly periods ended March 31, 2012, June 30, 2012 and September 30, 2012 in amended Quarterly Reports on Form 10-Q/A. The Company expects to file these amended reports on or before February 28, 2012. The restatement is expected to result in a reduction of the Company's net loss in the year ended December 31, 2011 and is not expected to affect the Company's net loss for any period in 2012.

In June 2011, the Company acquired all of the outstanding shares of privately-held Neighborhood Diabetes and accounted for the acquisition as a business combination. In connection with the acquisition, the Company recognized net deferred tax liabilities of $11.3 million. The Company also reduced its preexisting valuation allowance and goodwill, accordingly, through purchase accounting. Upon subsequent review, the Company determined that the $11.3 million reduction of its preexisting valuation allowance should have been reported as an income tax benefit and not as an adjustment to goodwill.

In June 2011, the Company modified its outstanding convertible debt. Upon subsequent review, the Company determined that at the date of the modification it should have recognized approximately $5.5 million in additional deferred tax liability related to its debt. The recognition of this additional deferred tax liability would have resulted in a reduction of the Company's preexisting valuation allowance and therefore had no effect on its statement of operations. The Company expects to correct certain balance sheet amounts with respect to the presentation of its deferred tax assets and liabilities related to the acquisition of Neighborhood Diabetes and the modification of the convertible debt in June 2011.

The following tables summarize the expected effect of the restatement by major financial statement line item in the three and six months ended June 30, 2011, the nine months ended September 30, 2011 and the year ended December 31, 2011. The restatement is expected to result in an increase in deferred tax assets (which are presented as a component of prepaid expenses and other current assets) of $1.2 million at June 30, 2011 and September 30, 2011 and $0.9 million at December 31, 2011, an increase in goodwill of $11.3 million at June 30, 2011 and September 30, 2011 and $10.9 million at December 31, 2011, and an increase in deferred tax liabilities (which are presented as a component of other long-term liabilities) of $1.2 million at June 30, 2011 and September 30, 2011 and $0.4 million at December 31, 2011. The restatement is expected to result in an increase in tax benefit of $11.3 million in the three and six months ended June 30, 2011, the nine months ended September 30, 2011 and the year ended December 31, 2011. The restatement is not expected to have any effect on amounts reported in periods prior to the quarter ended June 30, 2011.


Financial statement lines on the consolidated balance sheets and consolidated statements of operations expected to be impacted as a result of the restatement are summarized below (in thousands):

Consolidated Balance Sheet



                                              June 30, 2011                             September 30, 2011                          December 31, 2011
                                    As Previously                               As Previously                               As Previously
                                      Reported             As Restated            Reported             As Restated            Reported             As Restated
                                               (unaudited)                                 (unaudited)                                 (unaudited)
Prepaid expenses and other
current assets                     $         4,770        $       5,991        $         3,653        $       4,874        $         2,802        $       3,652
Total current assets                       147,834              149,055                137,857              139,078                131,785              132,635
Goodwill                                    26,727               38,066                 26,164               37,503                 26,647               37,536
Total assets                               226,190              238,750                215,780              228,340                209,583              221,322
Other long-term liabilities                  1,303                2,524                  1,260                2,481                  1,652                2,052
Total liabilities                          132,091              133,312                132,340              133,561                138,187              138,587
Accumulated deficit                       (413,122 )           (401,783 )             (426,684 )           (415,345 )             (441,023 )           (429,684 )
Total stockholders' equity                  94,099              105,438                 83,440               94,779                 71,396               82,735
Total liabilities and
stockholders' equity                       226,190              238,750                215,780              228,340                209,583              221,322

Consolidated Statement of Operations



                                        Three Months Ended                           Six Months Ended                           Nine Months Ended                               Year Ended
                                          June 30, 2011                               June 30, 2011                             September 30, 2011                          December 31, 2011
                                As Previously                               As Previously                               As Previously                               As Previously
                                  Reported             As Restated            Reported             As Restated            Reported             As Restated            Reported             As Restated
                                           (unaudited)                                 (unaudited)                                 (unaudited)                                 (unaudited)
Income tax benefit
(expense)                      $           -          $      11,339        $           -          $      11,339        $           -          $      11,339        $          (127 )      $      11,212
Net loss                               (19,423 )             (8,084 )              (29,269 )            (17,930 )              (42,831 )            (31,492 )              (57,170 )            (45,831 )
Net loss per share basic
and diluted                              (0.42 )              (0.17 )                (0.64 )              (0.39 )                (0.92 )              (0.68 )                (1.22 )              (0.98 )

The following tables summarize the expected effect of the restatement by major financial statement line at March 31, 2012, June 30, 2012 and September 30, 2012. The restatement is expected to result in an increase in deferred tax assets (which are presented as a component of prepaid expenses and other current assets) of $0.9 million at March 31, 2012, June 30, 2012 and September 30, 2012, an increase in goodwill of $10.9 million at March 31, 2012, June 30, 2012 and September 30, 2012, and an increase in deferred tax liabilities (which are presented as a component of other long-term liabilities) of $0.4 million at March 31, 2012, June 30, 2012 and September 30, 2012. The restatement is expected to have no impact to the statements of operations during these periods.

Financial statement lines on the consolidated balance sheets expected to be impacted as a result of the restatement are summarized below (in thousands):

Consolidated Balance Sheet



                                              March 31, 2012                              June 30, 2012                             September 30, 2012
                                    As Previously                               As Previously                               As Previously
                                      Reported             As Restated            Reported             As Restated            Reported             As Restated
                                               (unaudited)                                 (unaudited)                                 (unaudited)
Prepaid expenses and other
current assets                     $         3,463        $       4,313        $         3,454        $       4,304        $         4,717        $       5,567
Total current assets                       127,369              128,219                115,615              116,465                113,394              114,244
Goodwill                                    26,647               37,536                 26,647               37,536                 26,647               37,536
Total assets                               203,942              215,681                191,940              203,679                191,642              203,381
Other long-term liabilities                  1,640                2,040                  1,668                2,068                  1,670                2,070
Total liabilities                          145,064              145,464                144,190              144,590                152,529              152,929
Accumulated deficit                       (455,803 )           (444,464 )             (470,279 )           (458,940 )             (482,696 )           (471,357 )
Total stockholders' equity                  58,878               70,217                 47,750               59,089                 39,113               50,452
Total liabilities and
stockholders' equity                       203,942              215,681                191,940              203,679                191,642              203,381


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