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INSULET CORP

For the period ended Dec 31, 2023. Filed Feb 23, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 23, 2024

PODD$148.06-1.2%Stored close · as of Nov 10, 2026

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Item 8. Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Insulet Corporation

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Insulet Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 22, 2024 expressed an adverse opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinions.

Critical audit matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Variable consideration – Rebates to pharmacy benefit managers

As described further in Note 2 to the financial statements, the Company provides for certain rebates for sales of its product through intermediaries. The Company estimates variable consideration related to rebates to pharmacy benefit managers in the United States when determining the transaction price at the time of sale. We identified the rebate estimate for pharmacy benefit managers as a critical audit matter.

The principal consideration for our determination that the rebate estimate related to pharmacy benefit managers is a critical audit matter was the high degree of auditor judgment in applying procedures to evaluate the significant estimation made by management. Management's estimate is based on historical experience adjusted for revenue growth, trends, specific known market events, and as available channel inventory data.

Our audit procedures related to the rebate estimate included the following, among others;

Evaluated the significant assumptions and the completeness and accuracy of the underlying data used in management’s calculation through inspection of source documents and agreement to other audited schedules.

Performed retrospective analysis comparing actual rebates incurred to the previously estimated amounts.

We tested the design and operating effectiveness of controls related to management’s estimate.

Income taxes – Realizability of the U.S. deferred tax assets

As described further in Note 23 to the financial statements, management records valuation allowances against deferred tax assets when a judgment is made, that it is more likely than not, that a tax benefit will not be realized. The realization of deferred tax assets is dependent upon the generation of future U.S. taxable income during the periods in which those temporary differences will become deductible. We identified the realizability of the Company’s U.S. deferred tax assets as a critical audit matter.

The principal consideration for our determination that the realizability of U.S. deferred tax assets is a critical audit matter is the significant judgment regarding the weighting of available positive and negative evidence to determine that the existing valuation allowance on U.S. deferred tax assets remains appropriate. Our audit procedures related to the realizability of the U.S. deferred tax assets included the following, among others. With the involvement of tax professionals, including consultation with national office resources, we assessed the appropriateness of management’s evaluation of available positive and negative evidence supporting the valuation allowance position.

/s/GRANT THORNTON LLP

We have served as the Company’s auditor since 2016.

Boston, Massachusetts

February 22, 2024

CONSOLIDATED BALANCE SHEETS

As of December 31,
(in millions, except share and per share data)20232022
ASSETS
Current Assets
Cash and cash equivalents$704.2$674.7
Accounts receivable trade, net240.2140.9
Accounts receivable trade, net — related party119.564.7
Inventories402.6346.8
Prepaid expenses and other current assets116.486.9
Total current assets1,582.91,314.0
Property, plant and equipment, net664.9599.9
Other intangible assets, net98.775.5
Goodwill51.751.7
Other assets190.0210.0
Total assets$2,588.2$2,251.1
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable$19.2$30.8
Accrued expenses and other current liabilities373.7301.0
Accrued expenses and other current liabilities — related party8.95.4
Current portion of long-term debt49.427.5
Total current liabilities451.2364.7
Long-term debt, net1,366.41,374.3
Other liabilities37.935.7
Total liabilities1,855.51,774.7
Commitments and contingencies (Note 19)
Stockholders’ Equity
Preferred stock, $.001 par value, 5,000,000 authorized; none issued and outstanding——
Common stock, $.001 par value, 100,000,000 authorized; 69,907,289 and 69,511,286 issued and outstanding0.10.1
Additional paid-in capital1,102.61,040.6
Accumulated deficit(378.0)(584.3)
Accumulated other comprehensive income8.020.0
Total stockholders’ equity732.7476.4
Total liabilities and stockholders’ equity$2,588.2$2,251.1

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31,
(in millions, except share and per share data)202320222021
Revenue$1,223.4$1,055.4$1,040.6
Revenue from related party473.7249.958.2
Total revenue1,697.11,305.31,098.8
Cost of revenue537.2499.7346.7
Gross profit1,159.9805.6752.1
Research and development expenses205.0180.2160.1
Selling, general and administrative expenses734.9587.8466.0
Operating income220.037.6126.0
Interest expense(36.2)(36.0)(61.7)
Interest income28.69.30.5
Loss on extinguishment of debt——(42.4)
Other income (expense), net2.2(1.1)(1.9)
Income before income taxes214.69.820.5
Income tax expense(8.3)(5.2)(3.7)
Net income$206.3$4.6$16.8
Net income per share:
Basic$2.96$0.07$0.25
Diluted$2.94$0.07$0.24
Weighted-average number of common shares outstanding (in thousands):
Basic69,75169,37567,698
Diluted73,63369,91068,579
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