UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| x |
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For fiscal year ended December 31, 2014
| ¨ |
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission file number : 001-09585
ABIOMED
Retirement Savings Plan
(Full title of the Plan)
ABIOMED, Inc.
(Name of Issuer of the securities held pursuant to the Plan)
22 Cherry
Hill Drive, Danvers, Massachusetts 01923
(Address of principal executive office)
ABIOMED RETIREMENT SAVINGS PLAN
FINANCIAL
STATEMENTS
AND
SUPPLEMENTAL SCHEDULE
December 31, 2014 and 2013 and
For the Year Ended December 31, 2014
2
ABIOMED RETIREMENT SAVINGS PLAN
INDEX OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
December 31, 2014 and 2013
Certain supplemental schedules have been omitted because they are either not required or not applicable.
3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Fiduciary Committee of
the ABIOMED Retirement Savings Plan:
We have audited the accompanying statements of net assets available for plan benefits of the Abiomed Retirement Savings Plan (the “Plan”) as of December 31, 2014 and 2013 and the related
statement of changes in net assets available for plan benefits for the year ended December 31, 2014. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits of the Abiomed Retirement Savings Plan as of December 31, 2014 and 2013 and the changes in net assets available for plan benefits for the year ended December 31,
2014, in conformity with accounting principles generally accepted in the United States of America.
The supplemental Schedule of Assets (Held
at End of Year) as of December 31, 2014 (the “supplemental information”) has been subjected to audit procedures in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility
of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the
completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in
conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in
relation to the basic financial statements taken as a whole.
/s/ Caron & Bletzer, PLLC
Kingston, NH
June 17, 2015
4
ABIOMED RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
December 31, 2014 and 2013
|
|
|
|
|
|
|
|
|
| |
|
2014 |
|
|
2013 |
|
|
|
|
| Cash |
|
$ |
189,126 |
|
|
$ |
105,005 |
|
| Investments, at fair value: |
|
|
|
|
|
|
|
|
| Mutual funds |
|
|
31,665,621 |
|
|
|
27,237,838 |
|
| Abiomed, Inc. Common Stock Index Fund |
|
|
3,576,727 |
|
|
|
2,375,742 |
|
| Common collective trust |
|
|
1,060,104 |
|
|
|
991,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total investments |
|
|
36,302,452 |
|
|
|
30,605,313 |
|
|
|
|
| Receivables: |
|
|
|
|
|
|
|
|
| Participant notes receivable |
|
|
394,356 |
|
|
|
342,549 |
|
| Employer’s match contributions |
|
|
477,967 |
|
|
|
442,325 |
|
| Participant contribution receivable |
|
|
102,848 |
|
|
|
100,751 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total receivables |
|
|
975,171 |
|
|
|
885,625 |
|
|
|
|
|
|
|
|
|
|
| Net assets available for plan benefits at fair value |
|
|
37,466,749 |
|
|
|
31,595,943 |
|
| Adjustment from fair value to contract value for interest in common collective trust relating to fully benefit responsive
investment contracts |
|
|
(18,489 |
) |
|
|
(18,877 |
) |
|
|
|
|
|
|
|
|
|
| Net assets available for plan benefits |
|
$ |
37,448,260 |
|
|
$ |
31,577,066 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the the financial statements
5
ABIOMED RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN
NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the year ended December 31, 2014
|
|
|
|
|
| |
|
2014 |
|
| Additions: |
|
|
|
|
| Participant contributions |
|
$ |
3,720,954 |
|
| Rollover contributions |
|
|
1,054,621 |
|
| Employer contributions |
|
|
491,625 |
|
| Net appreciation in fair value of investments |
|
|
190,103 |
|
| Dividend and interest income |
|
|
2,368,952 |
|
|
|
|
|
|
|
|
| Total additions |
|
|
7,826,255 |
|
|
|
| Deductions: |
|
|
|
|
| Distributions to participants |
|
|
1,923,573 |
|
| Administrative fees |
|
|
31,488 |
|
|
|
|
|
|
|
|
| Total deductions |
|
|
1,955,061 |
|
|
|
|
|
|
|
|
| Net increase |
|
|
5,871,194 |
|
|
|
| Net assets available for plan benefits, beginning of year |
|
|
31,577,066 |
|
|
|
|
|
|
|
|
| Net assets available for plan benefits, end of year |
|
$ |
37,448,260 |
|
|
|
|
|
|
The accompanying notes are an integral part of the the financial statements
6
ABIOMED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL
STATEMENTS
Note 1. Plan Description
The following description of the Abiomed Retirement Savings Plan (the “Plan”) provides only
general information. Participants should refer to the plan document for more detailed information.
General
The Plan is a defined contribution plan sponsored by ABIOMED, Inc. (the “Company” or “Plan Administrator”). It is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
ABIOMED, Inc. is the Plan Administrator and has
assigned responsibility for the operation and administration of the Plan to the Corporate Retirement Committee (the “Committee”) members of which are formally appointed by the Company’s Chief Executive Officer. Fidelity Management
Trust Company (“Fidelity”) is the trustee and record keeper for the Plan.
Eligibility
The Plan allows substantially all U.S. Company employees age twenty or older to participate in the Plan. Employees become eligible to participate in the
Plan beginning on the date of hire.
Participant Contributions
The Plan permits participants to defer annually up to 60% of eligible compensation provided their total annual elective deferral does not exceed Internal Revenue Code (“IRC”) limitations
($17,500 for the 2014 plan year). Effective October 1, 2014, the Plan was amended to allow for after-tax Roth contributions in addition to pre-tax contributions. Participants who are age 50 or older and are making deferral contributions to the
plan are also eligible to make an additional catch-up contribution of up to $5,500 during the Plan year. Newly hired employees are automatically enrolled in the Plan at a pre-tax contribution rate of 3% of eligible compensation beginning with the
first pay period occurring 30 days after the employee’s participation date. The participant may elect to cease or change the amount of these contributions at any time. The amount of deferred compensation is treated as a salary reduction and is
not subject to income tax until withdrawn from the Plan. Participants may also contribute amounts (rollover contributions) representing distributions from other qualified retirement plans.
Employer Contributions
All employer contributions are subject to certain limitations. To
be a qualified participant eligible to receive employer matching or profit sharing contributions for a plan year, an employee must be credited with at least 501 hours of service in the Plan year and be an employee on the last day of the Plan year,
or retire, die, or become disabled during the Plan year.
The Company contributed a matching contribution on behalf of an eligible participant
for up to 50% of the first $3,000 of salary contributed by the participant during the Plan year ended December 31, 2014, with a maximum matching contribution per employee of $1,500. The Company incurred $491,625 in employer contributions during
the year ended December 31, 2014. Additional profit sharing contributions may be made at the discretion of the Company’s Board of Directors. Additional profit sharing contributions made during the year ended December 31, 2014 totaled
$4,945.
Forfeitures
When
certain terminations of participation in the Plan occur, the non-vested portion of a participant’s profit sharing account represents a forfeiture, as defined by the Plan. Forfeitures may be reallocated to participants as an additional
profit sharing or used to pay Plan administrative expenses. During the year ended December 31, 2014, $3,325 of forfeitures were used to pay administrative expenses and $24,646 of forfeitures were reallocated to participants. Total
unapplied forfeitures were $618 and $24,646 at December 31, 2014 and 2013, respectively.
7
ABIOMED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Participant Accounts
Each participant’s account is credited with the participant’s contributions, the participant’s allocation of the Company’s contributions, and the participant’s proportional
allocation of the Plan’s earnings, including realized and unrealized gains and losses, and expenses. Participants determine the percentage in which contributions are to be invested in each fund. Participants may change their investment options
as set forth in the Plan document.
Vesting
Participants are immediately vested in 1) their contributions, including rollover contributions from another employer’s qualified retirement plan, 2) employer matching contributions, and 3) actual
earnings from any of these contributions. Vesting in the Company’s discretionary profit sharing contribution portion of participant accounts plus actual earnings thereon is based on years of continuous service. A participant is 100% vested
after six years of credited service as shown below.
|
|
|
| Years of Service |
|
Vested
Percentage |
| Less than 2 years |
|
0% |
| 2 years but less than 3 |
|
20% |
| 3 years but less than 4 |
|
40% |
| 4 years but less than 5 |
|
60% |
| 5 years but less than 6 |
|
80% |
| 6 years or more |
|
100% |
Distribution of Benefits
On termination of service due to retirement, disability, death, or other separation of service, a participant (or designated beneficiary) may elect to receive either a lump-sum amount equal to the value
of the participant’s vested interest in his or her account, or a series of cash payments in substantially equal installments over a period of time as provided in the Plan document.
Participants may make an in-service withdrawal of their vested account balance at age 59 1/2 or upon demonstration of a hardship. A hardship withdrawal from a participant’s account may be permitted while a participant is still actively employed if the participant has a financial hardship
for which funds are not reasonably available from other resources of the participant. Hardship is defined in applicable regulations promulgated or to be promulgated pursuant to Section 401(k) of the Internal Revenue Code or standards
established by the Secretary of the Treasury or his delegate. All hardship withdrawal requests are subject to approval of the Plan Administrator.
A withdrawal of all or a portion of any rollover contributions in the Plan, along with any pre-tax earnings on those contributions, is allowed for any reason upon request while the participant is still
actively employed.
8
ABIOMED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Participant Notes Receivable
Participants may borrow from their fund accounts a maximum principal amount of $50,000 or 50% of their vested balances, whichever is less. The minimum principal amount of any loan is $1,000. Loans must be
repaid over a period of no more than five years, unless used to acquire a principal residence, in which case the maximum repayment period is ten years. Participants borrowing from their vested account balances are required to sign promissory notes
pledging up to half the value of their vested account balances. These notes bear interest at a fixed rate determined by the Plan Administrator based on prevailing interest rates charged by persons in the business of lending money for loans, which
would be made under similar circumstances. Principal and interest is paid ratably through payroll deductions each pay period. Participant loans are accounted for separately within the participant’s account. Participant loans are valued at the
unpaid principal balance plus any accrued but unpaid interest and categorized as notes receivable from participants on the statements of net assets available for plan benefits. Delinquent participant loans are reclassified as distributions based
upon the terms of the Plan document. As of December 31, 2014 and 2013, the balance in participant loans outstanding was $394,356 and $342,549, respectively. These loans are shown as participant notes receivable in the Statements of Net Assets
Available for Benefits.
Note 2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement
attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate
permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a common collective trust. The statements of net assets available for plan benefits present the fair value of the common collective trust as well as
the adjustment of the common collective trust from fair value to contract value. The statement of changes in net assets available for plan benefits is prepared on a contract value basis.
Use of Estimates
The preparation of the Plan’s financial statements in conformity
with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results may differ from those estimates.
Investment Valuation and Income Recognition
Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the
measurement date. See Note 4 for discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
9
ABIOMED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Payment of Benefits
Benefits are recorded when paid.
Plan Expenses
Expenses for participant loans are paid by the Plan by reducing balances of those participants initiating the transaction. All other expenses incurred in
the administration of the Plan are first offset against forfeitures, if any, with any remaining balances paid by the Company at its discretion or by the Plan.
Risks and Uncertainties
The Plan provides investment options which may invest in any
combination of stocks, bonds, fixed income securities, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the
statements of net assets available for plan benefits.
Note 3. Investments
The following represents the Plan’s investments as of December 31, 2014 and 2013 that represented 5% or more of the net assets available for
plan benefits:
|
|
|
|
|
|
|
|
|
| |
|
2014 |
|
|
2013 |
|
| Wells Fargo Growth ADM Fund |
|
$ |
4,418,402 |
* |
|
$ |
4,289,920 |
* |
| JP Morgan US Equity Select Fund |
|
|
2,931,014 |
* |
|
|
2,335,471 |
* |
| Fidelity Advisor Freedom 2030 Fund |
|
|
2,237,936 |
* |
|
|
1,693,992 |
* |
| American Century Heritage Investor Fund |
|
|
2,107,547 |
* |
|
|
1,908,932 |
* |
| Nuveen Dividend Value I Fund |
|
|
1,979,685 |
* |
|
|
1,859,491 |
* |
| Fidelity Retirement Money Market Fund |
|
|
1,919,506 |
* |
|
|
1,610,482 |
* |
| Franklin Small-Mid Capital Growth Fund |
|
|
1,858,067 |
|
|
|
— |
|
| Fidelity Advisor Freedom 2035 Fund |
|
|
1,847,629 |
|
|
|
1,323,092 |
|
| Nuveen MDCP Index Fund |
|
|
1,844,764 |
|
|
|
1,815,153 |
* |
| Lord Abbett Short Duration Income Fund |
|
|
1,643,668 |
|
|
|
1,472,063 |
* |
| JP Morgan International Value Select |
|
|
1,547,559 |
|
|
|
1,833,749 |
* |
| Blackrock Small Capital Growth Fund |
|
|
— |
|
|
|
1,900,282 |
* |
| ABIOMED, Inc. Common Stock Index Fund |
|
|
3,576,727 |
* |
|
|
2,375,742 |
* |
| |
* |
Represents 5% or more of net assets available for plan benefits. |
10
ABIOMED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
During the year ended December 31, 2014, the investments held by the Plan (including investments
bought, sold and held during the year appreciated (depreciated) in value as follows:
|
|
|
|
|
| |
|
2014 |
|
| Mutual funds |
|
$ |
(941,593 |
) |
| ABIOMED, Inc Common Stock Index Fund |
|
|
1,131,696 |
|
|
|
|
|
|
| Total net appreciation in fair value |
|
$ |
190,103 |
|
|
|
|
|
|
Note 4. Fair Value Measurements
Accounting standards establish a framework for measuring fair value. That framework sets forth a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level
3 measurements). The three levels of the fair value hierarchy are described below.
Level 1 – Inputs to the
valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 – Inputs to the valuation methodology that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets; quoted prices for
identical or similar assets or liabilities in inactive markets; or other inputs that are observable or can be corroborated by observable market data for substantially the full terms of the assets or liabilities.
Level 3 – Inputs to the valuation methodology that are unobservable and supported by little or no market activity and that are
significant to the fair value of the assets or liabilities.
The asset or liability’s fair value measurement level within the fair value
hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Following is a description of the
valuation methodologies used by the Plan. There have been no changes in the methodologies used at December 31, 2014 and 2013.
Common collective trust – Valued at net asset value of units of a collective trust. The net asset value, as provided by the fund manager, is
used as a practical expedient to estimate fair value. The net asset value is based on the fair value of the underlying investments held by the fund less its liabilities.
Mutual funds – Valued at the net asset value of the shares held by the Plan at year end as determined by quoted market prices.
Company stock index fund – Valued based on the closing price reported on the active market on which the individual securities are traded.
11
ABIOMED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
The preceding methods described may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the
fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables
set forth by level and by investment class, within the fair value hierarchy, the Plan’s assets at fair value as of December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2014 |
|
| Description |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
| Common collective trust: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stable value |
|
$ |
1,060,104 |
|
|
$ |
— |
|
|
$ |
1,060,104 |
|
|
$ |
— |
|
| Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Large growth |
|
|
4,418,402 |
|
|
|
4,418,402 |
|
|
|
— |
|
|
|
— |
|
| Large blend |
|
|
3,273,287 |
|
|
|
3,273,287 |
|
|
|
— |
|
|
|
— |
|
| Large value |
|
|
1,979,685 |
|
|
|
1,979,685 |
|
|
|
— |
|
|
|
— |
|
| Mid-cap growth |
|
|
2,107,547 |
|
|
|
2,107,547 |
|
|
|
— |
|
|
|
— |
|
| Mid-cap blend |
|
|
1,844,764 |
|
|
|
1,844,764 |
|
|
|
— |
|
|
|
— |
|
| Small-mid cap growth |
|
|
1,858,067 |
|
|
|
1,858,067 |
|
|
|
|
|
|
|
|
|
| Small-cap blend |
|
|
2,059 |
|
|
|
2,059 |
|
|
|
|
|
|
|
|
|
| Foreign large blend |
|
|
135,477 |
|
|
|
135,477 |
|
|
|
— |
|
|
|
— |
|
| Foreign large value |
|
|
1,547,559 |
|
|
|
1,547,559 |
|
|
|
— |
|
|
|
— |
|
| Short-term bond |
|
|
1,643,668 |
|
|
|
1,643,668 |
|
|
|
— |
|
|
|
— |
|
| Money market |
|
|
1,919,506 |
|
|
|
1,919,506 |
|
|
|
— |
|
|
|
— |
|
| Retirement income |
|
|
77,561 |
|
|
|
77,561 |
|
|
|
— |
|
|
|
— |
|
| Target date |
|
|
10,858,039 |
|
|
|
10,858,039 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total mutual funds |
|
|
31,665,621 |
|
|
|
31,665,621 |
|
|
|
— |
|
|
|
— |
|
| Company stock fund |
|
|
3,576,727 |
|
|
|
3,576,727 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
36,302,452 |
|
|
$ |
35,242,348 |
|
|
$ |
1,060,104 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
ABIOMED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2013 |
|
| Description |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
| Common collective trust: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stable value |
|
$ |
991,733 |
|
|
$ |
— |
|
|
$ |
991,733 |
|
|
$ |
— |
|
| Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Large growth |
|
|
4,289,920 |
|
|
|
4,289,920 |
|
|
|
— |
|
|
|
— |
|
| Large blend |
|
|
2,335,471 |
|
|
|
2,335,471 |
|
|
|
— |
|
|
|
— |
|
| Large value |
|
|
1,859,491 |
|
|
|
1,859,491 |
|
|
|
— |
|
|
|
— |
|
| Mid-cap growth |
|
|
1,908,932 |
|
|
|
1,908,932 |
|
|
|
— |
|
|
|
— |
|
| Mid-cap blend |
|
|
1,815,153 |
|
|
|
1,815,153 |
|
|
|
— |
|
|
|
— |
|
| Small-cap growth |
|
|
1,900,282 |
|
|
|
1,900,282 |
|
|
|
— |
|
|
|
— |
|
| Foreign large blend |
|
|
60,909 |
|
|
|
60,909 |
|
|
|
— |
|
|
|
— |
|
| Foreign large value |
|
|
1,833,749 |
|
|
|
1,833,749 |
|
|
|
— |
|
|
|
— |
|
| Short-term bond |
|
|
1,472,063 |
|
|
|
1,472,063 |
|
|
|
— |
|
|
|
— |
|
| Money market |
|
|
1,610,482 |
|
|
|
1,610,482 |
|
|
|
— |
|
|
|
— |
|
| Retirement income |
|
|
92,609 |
|
|
|
92,609 |
|
|
|
— |
|
|
|
— |
|
| Target date |
|
|
8,058,777 |
|
|
|
8,058,777 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total mutual funds |
|
|
27,237,838 |
|
|
|
27,237,838 |
|
|
|
— |
|
|
|
— |
|
| Company stock fund |
|
|
2,375,742 |
|
|
|
2,375,742 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
30,605,313 |
|
|
$ |
29,613,580 |
|
|
$ |
991,733 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The common collective trust held by the Plan is a stable value investment which has an objective to preserve capital and
to provide a competitive level of income over time that is consistent with the preservation of capital. To achieve this objective the fund invests in fixed-income securities, bond funds and money market funds. Twelve months notice is required for a
complete liquidation, however the trustee, at their discretion, may waive the twelve month waiting period. Participant directed redemptions are allowed daily with no restrictions. There are no unfunded commitments.
13
ABIOMED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note 5. Tax Status
The Plan has adopted the volume submitter profit sharing plan document of Fidelity. The volume submitter sponsor received a favorable
opinion letter dated March 31, 2008 in which the Internal Revenue Service stated that the form of the volume submitter plan was in compliance with the applicable requirements of the Internal Revenue Code (“IRC”). The Plan
Administrator believes that the Plan is designed and being operated in compliance with the applicable requirements of the IRC, and that the related trust is therefore tax-exempt. Accordingly, no provision for income taxes has been included in
the financial statements.
Accounting standards require recording uncertain income tax positions that exist in the Plan’s financial
statements. Plan management has determined there are no uncertain tax positions and believes there is no adjustment or disclosure required in the Plan’s financial statements. The Plan did not recognize any interest or penalty expense
for the year ended December 31, 2014. The Form 5500 remains subject to examination by the IRS for the years ended December 31, 2011 through December 31, 2014.
Note 6. Parties-In-Interest
A party-in-interest is defined under
Section 3(14) of the Employee Retirement Income Security Act (“ERISA”) to include, among others, fiduciaries or employees of the Plan, any person who provides services to the Plan or an employer whose employees are covered by the
Plan. Accordingly, loans to participants and the management of investments held by the trustee are considered party-in-interest transactions.
Fidelity manages a number of mutual funds available to Plan participants. Fidelity is the trustee as defined by the Plan and, therefore, transactions
with any of the Fidelity Advisor mutual funds also qualify as party-in-interest transactions. The ABIOMED Common Stock Index Fund is an indexed fund that values its fund units based on changes in the stock price of Abiomed, Inc. Fees paid for
trustee and administrative services amounted to $31,488 and $48,902 for the years ended December 31, 2014 and 2013, respectively.
Note 7. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will
become 100% vested in their accounts.
14
ABIOMED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note 8. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for plan benefits on the financial statements to the Form 5500 for the years ended
December 31, 2014 and 2013:
|
|
|
|
|
|
|
|
|
| |
|
2014 |
|
|
2013 |
|
| Net assets available for benefits on the financial statements |
|
$ |
37,448,260 |
|
|
$ |
31,577,066 |
|
|
|
|
| Adjustment from fair value to contract value for interest in common collective trust relating to fully benefit-responsive
investment contracts |
|
|
18,489 |
|
|
|
18,877 |
|
|
|
|
|
|
|
|
|
|
| Net assets available for benefits on the Form 5500 |
|
$ |
37,466,749 |
|
|
$ |
31,595,943 |
|
|
|
|
|
|
|
|
|
|
The following is a reconciliation of net investment income on the financial statements to the Form 5500 for the year
ended December 31, 2014:
|
|
|
|
|
| |
|
2014 |
|
| Net investment income on the financial statements |
|
$ |
2,559,055 |
|
|
|
| Adjustment from fair value to contract value for interest in common collective trust relating to fully benefit-responsive
investment contracts for the years ended: |
|
|
|
|
|
|
| December 31, 2014 |
|
|
18,489 |
|
| December 31, 2013 |
|
|
(18,877 |
) |
|
|
|
|
|
|
|
| Net investment income per the Form 5500 |
|
$ |
2,558,667 |
|
|
|
|
|
|
Note 9. Subsequent Events
The Company has evaluated subsequent events through the date of this filing.
15
ABIOMED RETIREMENT SAVINGS PLAN
EIN: 04-2743260
Plan Number: 001
SCHEDULE H, LINE 4(i) – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2014
|
|
|
|
|
|
|
|
|
|
|
| (a) (b) Identity of issuer, borrower, lessor or similar party |
|
(c ) Description of
investment including maturity date, rate of interest, collateral, par or
maturity value |
|
(d) Cost |
|
|
(e) Current Value |
|
| * Fidelity Advisor Stable Value Portfolio Fund |
|
Common collective trust |
|
|
** |
|
|
$ |
1,060,104 |
|
|
|
|
|
| Wells Fargo Growth ADM Fund |
|
Mutual Fund |
|
|
** |
|
|
|
4,418,402 |
|
| JP Morgan US Equity Select Fund |
|
Mutual Fund |
|
|
** |
|
|
|
2,931,014 |
|
| * Fidelity Advisor Freedom 2030 Fund |
|
Mutual Fund |
|
|
** |
|
|
|
2,237,936 |
|
| American Century Heritage Investor Fund |
|
Mutual Fund |
|
|
** |
|
|
|
2,107,547 |
|
| Nuveen Dividend Value I Fund |
|
Mutual Fund |
|
|
** |
|
|
|
1,979,685 |
|
| * Fidelity Retirement Money Market Fund |
|
Mutual Fund |
|
|
** |
|
|
|
1,919,506 |
|
| Franklin Small-Mid Capital Growth Fund |
|
Mutual Fund |
|
|
** |
|
|
|
1,858,067 |
|
| * Fidelity Advisor Freedom 2035 Fund |
|
Mutual Fund |
|
|
** |
|
|
|
1,847,629 |
|
| Nuveen MDCP Index Fund |
|
Mutual Fund |
|
|
** |
|
|
|
1,844,764 |
|
| Lord Abbett Short Duration Bond Fund |
|
Mutual Fund |
|
|
** |
|
|
|
1,643,668 |
|
| JP Morgan International Value Select |
|
Mutual Fund |
|
|
** |
|
|
|
1,547,559 |
|
| * Fidelity Advisor Freedom 2025 Fund |
|
Mutual Fund |
|
|
** |
|
|
|
1,420,986 |
|
| * Fidelity Advisor Freedom 2015 Fund |
|
Mutual Fund |
|
|
** |
|
|
|
989,035 |
|
| * Fidelity Advisor Freedom 2040 Fund |
|
Mutual Fund |
|
|
** |
|
|
|
938,190 |
|
| * Fidelity Advisor Technology Fund |
|
Mutual Fund |
|
|
** |
|
|
|
913,077 |
|
| * Fidelity Advisor Freedom 2020 Fund |
|
Mutual Fund |
|
|
** |
|
|
|
735,533 |
|
| * Fidelity Advisor Freedom 2050 Fund |
|
Mutual Fund |
|
|
** |
|
|
|
620,176 |
|
| * Fidelity Advisor Freedom 2045 Fund |
|
Mutual Fund |
|
|
** |
|
|
|
546,921 |
|
| * Fidelity Spartan 500 Index Fund |
|
Mutual Fund |
|
|
** |
|
|
|
342,273 |
|
| * Fidelity Advisor Freedom 2055 Fund |
|
Mutual Fund |
|
|
** |
|
|
|
341,546 |
|
| * Fidelity Advisor Freedom 2005 Fund |
|
Mutual Fund |
|
|
** |
|
|
|
161,789 |
|
| T. Rowe Price International Equity Index |
|
Mutual Fund |
|
|
** |
|
|
|
135,477 |
|
| * Fidelity Advisor Freedom 2010 Fund |
|
Mutual Fund |
|
|
** |
|
|
|
105,221 |
|
| * Fidelity Advisor Freedom Income Fund |
|
Mutual Fund |
|
|
** |
|
|
|
77,561 |
|
| * Fidelity Spartan Small Cap Index Fund |
|
Mutual Fund |
|
|
** |
|
|
|
2,059 |
|
|
|
|
|
|
|
|
|
|
|
|
| Total mutual funds |
|
|
|
|
|
|
|
|
31,665,621 |
|
| * ABIOMED, Inc. Common Stock Index Fund |
|
Common Stock Fund |
|
|
** |
|
|
|
3,576,727 |
|
|
|
|
|
|
|
|
|
|
|
|
| Total investments on statement of net assets available for plan benefits |
|
|
|
|
|
|
|
|
36,302,452 |
|
| Participant Loans |
|
Participant Loans 5.25% |
|
|
— |
|
|
|
394,356 |
|
|
|
|
|
|
|
|
|
|
|
|
| Total investments on the Form 5500 |
|
|
|
|
|
|
|
$ |
36,696,808 |
|
|
|
|
|
|
|
|
|
|
|
|
| * |
Represents a party-in-interest to the Plan. |
| ** |
Cost omitted for participant directed investments. |
16
SIGNATURE
The Plan pursuant to the requirements of the Securities and Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
ABIOMED
RETIREMENT SAVINGS PLAN
|
|
|
|
|
|
|
|
|
| Date: June 17, 2015 |
|
|
|
By: |
|
/s/ Ian McLeod |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ian McLeod |
|
|
|
|
|
|
|
|
Vice President and |
|
|
|
|
|
|
|
|
Corporate Controller |
|
|
17
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
ABIOMED, Inc.:
We hereby consent
to the incorporation by reference in the Registration Statement No. 333-123676 on Form S-8 of our report dated June 17, 2015 relating to the statement of net assets available for plan benefits of the ABIOMED Retirement Savings Plan as of
December 31, 2014 and 2013, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2014, and the related schedule, which appears in this Annual Report on Form 11-K of ABIOMED, Inc.
/s/ Caron & Bletzer, PLLC
Kingston, NH
June 17, 2015
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