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| PODD > SEC Filings for PODD > Form 8-K on 8-Feb-2013 | All Recent SEC Filings |
8-Feb-2013
Non-Reliance on Previous Financials, Audits or 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.
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
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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 )
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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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