Certain supplemental schedules have been omitted because they are either not required or not applicable.
NOTES TO FINANCIAL STATEMENTS
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 Companys 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 100% of eligible compensation provided their total annual elective deferral does not exceed Internal
Revenue Code (IRC) limitations ($18,000 for the 2016 Plan year). The Plan allows 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 $6,000 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 employees 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 The amount of deferred compensation is treated as a salary reduction and is not subject to income tax until withdrawn from the Plan.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, 2016, with a maximum matching contribution per employee of $1,500. The Company incurred $753,170 in employer contributions during the year ended December 31, 2016. Additional profit
sharing contributions may be made at the discretion of the Companys Board of Directors. There were no additional profit sharing contributions made during the year ended December 31, 2016.
Effective January 1, 2017, the Company changed its matching contribution to a rate of 50% of first 6% of salary contributed by the participant during the Plan
year. For employees earning under $50,000 in employment income in the Plan year, the Company will continue to match 50% for the first $3,000 of salary contributed by a participant in the Plan year with a maximum employer contribution of $1,500 per
Plan year for these employees.
Forfeitures
When
certain terminations of participation in the Plan occur, the
non-vested
portion of a participants 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, 2016, $1,755 of forfeitures were used to pay administrative expenses. Total unapplied
forfeitures were $646 and $1,499 at December 31, 2016 and 2015, respectively.
7
ABIOMED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Unallocated
Assets
The Plan holds assets in an unallocated revenue credit account which receives contributions as a result of a revenue sharing agreement with
Fidelity Management Trust Company. During the year ended December 31, 2016, contributions to the account totaled $19,285, which is included in net appreciation in fair value of investments in the statement of changes in net assets available for
plan benefits. Funds in the account are used to pay qualified plan expenses including investment management fees, trustee fees, audit fees, and legal fees. During the year ended December 31, 2016, no funds from this account were used
to pay Plan expenses. Unallocated assets were $19,292 and $0 at December 31, 2016 and 2015, respectively.
Participant Accounts
Each participants account is credited with the participants contributions, the participants allocation of the Companys contributions,
and the participants proportional allocation of the Plans 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 employers qualified retirement plan, 2)
employer matching contributions, and 3) actual earnings from any of these contributions. Vesting in the Companys 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 participants 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 participants 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 participants 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, 2016 and 2015, the balance in participant loans outstanding was $536,426 and $347,934, 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.
Use
of Estimates
The preparation of the Plans 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 3 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 Plans gains and losses on investments bought and sold as well as held during the year.
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.
9
ABIOMED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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. In addition, there is a concentration in the Company stock fund which represents 23% and 21% of the Plans investments at
December 31, 2016 and 2015, respectively. 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.
|
|
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 are unobservable.
The asset or liabilitys 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, 2016 and 2015.
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 fund
- Valued based on the closing price reported on the active market on which the individual
securities are traded.
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. This practical expedient would not be used if it is determined
to be probable that the fund will sell the investment for an amount different from the reported net asset value.
10
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 Plans assets at fair value as of December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
Description
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Investments measured at fair value subject to fair value leveling:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
$
|
38,831,080
|
|
|
$
|
38,831,080
|
|
|
$
|
|
|
|
$
|
|
|
Company stock fund
|
|
|
11,952,644
|
|
|
|
11,952,644
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments in the fair value hierarchy
|
|
|
50,783,724
|
|
|
$
|
50,783,724
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments measured at NAV (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common collective trust
|
|
|
1,078,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments measured at fair value
|
|
$
|
51,861,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
Description
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Investments measured at fair value subject to fair value leveling:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
$
|
32,473,716
|
|
|
$
|
32,473,716
|
|
|
$
|
|
|
|
$
|
|
|
Company stock fund
|
|
|
9,016,805
|
|
|
|
9,016,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments in the fair value hierarchy
|
|
|
41,490,521
|
|
|
$
|
41,490,521
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments measured at NAV (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common collective trust
|
|
|
880,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments measured at fair value
|
|
$
|
42,371,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
In accordance with Subtopic
820-10,
certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.
The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statements of net assets available for plan benefits.
|
The common collective trust held by the Plan requires twelve months notice 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.
11
ABIOMED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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, 2014 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 except as discussed below, have operated in compliance with the applicable requirements of the IRC, and that the related trust is therefore
tax-exempt.
Management has noted certain issues with regard to eligibility determination for a small sublet of employees that it is in the process of addressing in order to preserve the qualified status of the Plan. Accordingly, no provision for income taxes
has been included in the financial statements.
|
|
|
Note 5.
|
|
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., the Plan sponsor. Fees paid for trustee and administrative services amounted to $30,780 for the year ended December 31, 2016.
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.
12
ABIOMED RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
|
|
|
Note 7.
|
|
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, 2016 and 2015:
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
Net assets available for benefits on the financial statements
|
|
$
|
53,798,988
|
|
|
$
|
43,719,888
|
|
|
|
|
Adjustment from fair value to contract value for interest in common collective trust relating to
fully benefit- responsive investment contracts
|
|
|
4,861
|
|
|
|
8,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits on the Form 5500
|
|
$
|
53,803,849
|
|
|
$
|
43,728,317
|
|
|
|
|
|
|
|
|
|
|
The following is a reconciliation of net investment income on the financial statements to the Form 5500 for the year ended
December 31, 2016:
|
|
|
|
|
|
|
2016
|
|
Net investment income on the financial statements
|
|
$
|
5,385,591
|
|
|
|
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, 2016
|
|
|
4,861
|
|
December 31, 2015
|
|
|
(8,429
|
)
|
|
|
|
|
|
|
|
Net investment income per the Form 5500
|
|
$
|
5,382,023
|
|
|
|
|
|
|
|
|
|
Note 8.
|
|
Subsequent Events
|
The Company has evaluated subsequent events through the date of this filing.
13
ABIOMED RETIREMENT SAVINGS PLAN
EIN:
04-2743260
Plan Number: 001