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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-09585

ABIOMED, INC.

(Exact name of registrant as specified in its charter)


Delaware		04-2743260
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

22 CHERRY HILL DRIVE

Danvers, Massachusetts 01923

(Address of principal executive offices, including zip code)

(978) 646-1400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	ABMD	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 29, 2022, 45,460,884 shares of the registrant’s common stock, $.01 par value, were outstanding.

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION:			Page

Item 1.	Condensed Consolidated Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets as of June 30, 2022 and March 31, 2022	3

	Condensed Consolidated Statements of Operations for the three months ended June 30, 2022 and 2021	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended June 30, 2022 and 2021	5

	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended June 30, 2022 and 2021	6

	Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2022 and 2021	7

	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31

Item 4.	Controls and Procedures	31

PART II - OTHER INFORMATION:

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	32

Item 6.	Exhibits	33

Signatures		34

EXPLANATORY NOTES

Pending Trademarks and Registered Marks

Throughout this quarterly report on Form 10-Q (“this Report”), we refer to various trademarks, service marks and trade names that we use in our business. Abiomed, Impella, Impella 2.5, Impella 5.0, Impella LD, Impella CP, Impella RP, Impella 5.5, Impella Connect, and SmartAssist are registered trademarks of Abiomed, Inc., and are registered in the U.S. and certain foreign countries. Impella ECP, Impella BTR, CVAD STUDY, STEMI DTU, Automated Impella Controller, Abiomed Breethe OXY-1 System and preCARDIA are pending trademarks of ABIOMED, Inc. Other trademarks and service marks appearing in this Report are the property of their respective holders.

Company References

Throughout this Report, unless the context otherwise requires, “ABIOMED, Inc.,” the “Company,” “we,” “us” and “our” refer to ABIOMED, Inc. and its consolidated subsidiaries.

Where You Can Find More Information

We make available, free of charge on our website located at www.abiomed.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after filing such reports with or furnishing such reports to the U.S. Securities and Exchange Commission (“SEC”). We also use our website for the distribution of Company information. The information we post on our website may be deemed to be material information. Accordingly, investors should monitor our website, in addition to following our press releases, SEC reports and other filings and public conference calls and webcasts. The contents of our website are not incorporated by reference into this Report.

PART I. FINANCIAL INFORMATION

ITEM 1: Condensed Consolidated Financial Statements

ABIOMED, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands)


	June 30, 2022			March 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	180,492		$	132,818
Short-term marketable securities		663,829			625,789
Accounts receivable, net		91,102			90,608
Inventories, net		95,373			93,981
Prepaid expenses and other current assets		29,563			33,277
Total current assets		1,060,359			976,473
Long-term marketable securities		159,876			220,089
Property and equipment, net		198,478			202,490
Goodwill		74,855			76,786
Other intangibles, net		38,168			39,518
Deferred tax assets		17,096			10,552
Other assets		154,804			147,485
Total assets	$	1,703,636		$	1,673,393
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	34,797		$	35,346
Accrued expenses		79,011			72,629
Deferred revenue		23,624			26,362
Other current liabilities		3,330			4,120
Total current liabilities		140,762			138,457
Other long-term liabilities		7,792			9,319
Contingent consideration		18,151			21,510
Deferred tax liabilities		735			781
Total liabilities		167,440			170,067
Commitments and contingencies (Note 15)
Stockholders' equity:
Class B Preferred Stock, $.01 par value		—			—
1,000 shares authorized; issued and outstanding - none
Common stock, $.01 par value		456			455
100,000 shares authorized; 48,382 and 48,258 shares issued as of June 30, 2022 and March 31, 2022, respectively
45,567 and 45,545 shares outstanding as of June 30, 2022 and March 31, 2022, respectively
Additional paid in capital		884,965			870,074
Retained earnings		1,019,066			964,512
Treasury stock at cost - 2,815 and 2,713 shares as of June 30, 2022 and March 31, 2022, respectively		(330,020	)		(304,555	)
Accumulated other comprehensive loss		(38,271	)		(27,160	)
Total stockholders' equity		1,536,196			1,503,326
Total liabilities and stockholders' equity	$	1,703,636		$	1,673,393

The accompanying notes are an integral part of the condensed consolidated financial statements (unaudited)

ABIOMED, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)


	For the Three Months Ended June 30,
	2022		2021
Revenue	$	277,149	$	252,585
Cost of revenue and operating expenses:
Cost of revenue		52,626		45,188
Research and development		40,477		37,708
Selling, general and administrative		117,996		103,484
Acquired in-process research and development		—		115,490
		211,099		301,870
Income (loss) from operations		66,050		(49,285	)
Interest and other income, net		3,772		39,935
Income (loss) before income taxes		69,822		(9,350	)
Income tax provision		15,268		17,175
Net income (loss)	$	54,554	$	(26,525	)

Net income (loss) per share - basic	$	1.20	$	(0.59	)
Weighted average shares outstanding - basic		45,575		45,311

Net income (loss) per share - diluted	$	1.19	$	(0.59	)
Weighted average shares outstanding - diluted		45,922		45,311

The accompanying notes are an integral part of the condensed consolidated financial statements (unaudited)

ABIOMED, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in thousands)


	For the Three Months Ended June 30,
	2022			2021
Net income (loss)	$	54,554		$	(26,525	)
Other comprehensive loss:
Foreign currency translation (losses) gains		(8,729	)		83
Unrealized losses on derivative instrument		(384	)		(217	)
Net unrealized losses on marketable securities, net of tax		(1,998	)		(632	)
Other comprehensive loss		(11,111	)		(766	)

Comprehensive income (loss)	$	43,443		$	(27,291	)

The accompanying notes are an integral part of the condensed consolidated financial statements (unaudited)

ABIOMED, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(in thousands, except share data)


	Common Stock						Treasury Stock					Additional Paid			Retained		Accumulated Other			Total Stockholders'
	Shares			Par value			Shares		Amount			in Capital			Earnings		Comprehensive Loss			Equity
Balance, March 31, 2022		45,545,438			455			2,713,125		(304,555	)		870,074			964,512		(27,160	)		1,503,326
Restricted stock units issued		105,701			2								(1	)							1
Stock options exercised		18,136			1								1,530								1,531
Return of common stock to pay withholding taxes on restricted stock units		(42,046	)		(1	)		42,046		(10,949	)										(10,950	)
Stock-based compensation expense													13,362								13,362
Stock repurchase program		(60,282	)		(1	)		60,282		(14,516	)										(14,517	)
Other comprehensive loss																		(11,111	)		(11,111	)
Net income																54,554					54,554
Balance, June 30, 2022		45,566,947		$	456			2,815,453	$	(330,020	)	$	884,965		$	1,019,066	$	(38,271	)	$	1,536,196


	Common Stock						Treasury Stock					Additional Paid			Retained			Accumulated Other			Total Stockholders'
	Shares			Par value			Shares		Amount			in Capital			Earnings			Comprehensive Loss			Equity
Balance, March 31, 2021		45,270,948		$	453			2,658,454	$	(288,030	)	$	800,690		$	828,007		$	(11,445	)	$	1,329,675
Restricted stock units issued		85,284			1								(1	)								—
Stock options exercised		55,757			1								2,119									2,120
Return of common stock to pay withholding taxes on restricted stock units		(34,274	)		(1	)		34,274		(9,589	)											(9,590	)
Stock-based compensation expense													12,608									12,608
Other comprehensive loss																			(766	)		(766	)
Net loss																(26,525	)					(26,525	)
Balance, June 30, 2021		45,377,715		$	454			2,692,728	$	(297,619	)	$	815,416		$	801,482		$	(12,211	)	$	1,307,522

The accompanying notes are an integral part of the condensed consolidated financial statements (unaudited)

ABIOMED, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	For the Three Months Ended June 30,
	2022			2021
Operating activities:
Net income (loss)	$	54,554		$	(26,525	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		6,620			6,907
Acquired in-process research & development		—			115,490
Bad debt expense (recoveries)		11			(59	)
Stock-based compensation		13,362			12,608
Write-down of inventory and other		2,570			3,508
Accretion on marketable securities		587			918
Change in fair value of other investments		(278	)		(17,648	)
Gain on previously held interest in preCARDIA		—			(20,980	)
Deferred tax provision		(6,373	)		6,299
Change in fair value of contingent consideration		(3,359	)		871
Other non-cash operating activities		1,080			751
Changes in assets and liabilities:
Accounts receivable		(1,881	)		8,763
Inventories		(6,510	)		(5,770	)
Prepaid expenses and other assets		3,117			(8,697	)
Accounts payable		1,438			(4,762	)
Accrued expenses and other liabilities		5,583			(16,037	)
Deferred revenue		(2,418	)		(278	)
Net cash provided by operating activities		68,103			55,359
Investing activities:
Purchases of marketable securities		(121,897	)		(139,021	)
Proceeds from the sale and maturity of marketable securities and other		141,385			123,823
Purchases of other investments		(4,591	)		(3,866	)
Acquisition of preCARDIA, net of cash acquired		—			(82,821	)
Purchases of property and equipment		(6,783	)		(7,170	)
Net cash provided by (used for) investing activities		8,114			(109,055	)
Financing activities:
Proceeds from the exercise of stock options		1,531			2,120
Taxes paid related to net share settlement upon vesting of stock awards		(10,950	)		(9,590	)
Repurchase of common stock		(14,517	)		—
Net cash used for financing activities		(23,936	)		(7,470	)
Effect of exchange rate changes on cash and cash equivalents		(4,607	)		3,910
Net increase (decrease) in cash and cash equivalents		47,674			(57,256	)
Cash and cash equivalents at beginning of period		132,818			232,710
Cash and cash equivalents at end of period	$	180,492		$	175,454

Supplemental disclosure of cash flow information:
Cash paid for income taxes, net of refunds	$	3,542		$	14,998
Supplemental disclosure of non-cash activities:
Property and equipment in accounts payable and accrued expenses		564			1,014
Right-of-use assets obtained in exchange for lease liabilities		188			283

The accompanying notes are an integral part of the condensed consolidated financial statements (unaudited)

ABIOMED, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(In thousands, except share data)

Note 1. Nature of Operations

ABIOMED, Inc. (the “Company” or “ABIOMED”) is a leading provider of medical technology that provides circulatory support and oxygenation. The Company's products are designed to enable the heart to rest by improving blood flow and/or performing the pumping of the heart. The Company’s products are used in the cardiac catheterization lab, or cath lab, by interventional cardiologists and in the heart surgery suite by cardiac surgeons for patients who are in need of hemodynamic support prophylactically or emergently before, during or after angioplasty or heart surgery procedures.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial reporting as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and in accordance with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by GAAP for complete financial statements. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022 that has been filed with the SEC.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments that are necessary for a fair presentation of results for the interim periods presented. The results of operations for any interim period may not be indicative of results for the full fiscal year or any other subsequent period. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results may differ from these estimates.

There have been no changes in the Company’s significant accounting policies for the three months ended June 30, 2022 as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022 that has been filed with the SEC.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results may differ from these estimates.

COVID-19 Pandemic

The Company is subject to additional risks and uncertainties as a result of the ongoing novel coronavirus (“COVID-19”) pandemic. Since March 2020, the ongoing COVID-19 pandemic has adversely impacted and is likely to further adversely impact the Company’s business and markets, including the Company’s workforce and the operations of its customers, suppliers, and business partners. While the COVID-19 (including new variants of COVID-19) pandemic remains fluid and continues to evolve differently across various geographies, the Company believes it is likely to continue to experience variable impacts on its business.

To ensure the health and safety of its global employees, the Company continues to offer onsite COVID-19 testing and vaccinations in order to maintain a safe working environment. The Company’s proactive testing and vaccination programs have reduced exposure with early detection and enabled its manufacturing facilities to operate at full capacity.

The depth and extent to which the COVID-19 pandemic may directly or indirectly impact the Company’s business, results of operations, financial condition and individual markets is dependent upon various factors, including the spread of additional variants; the availability of vaccinations, personal protective equipment, intensive care unit (“ICU”) and operating room capacity, and medical staff; and government interventions to reduce the spread of the virus. When COVID-19 infection rates spike in a particular region, the Company’s patient utilization volumes have generally been negatively impacted as hospitals face capacity limitations, staffing shortages and some in-patient treatments have been deferred.

While patient utilization increased in the first quarter of fiscal year 2023, sales were impacted by slower than expected improvements in hospital staffing shortages. The Company continues to closely monitor the impact of COVID-19 on all aspects of its business and geographies, including any impact on the Company’s customers, including the ongoing hospital labor shortages, employees, suppliers, vendors, business partners and distribution channels, as well as on procedures and the demand for its products by keeping apprised of local, regional, and global COVID-19 surges (including new variants of the virus).

While the Company cannot reliably estimate the extent to which the COVID-19 pandemic may impact patient utilization and revenues of its products, the Company's focus is to increase patient utilization of its Impella devices. As of the date of issuance of
these financial statements, the extent to which the COVID-19 pandemic may materially adversely affect the Company’s financial condition, liquidity or results of operations is uncertain.

Recently Adopted Accounting Pronouncements

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” an amendment focused on increasing transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. The Company adopted ASU 2021-10 as of April 1, 2022, on a prospective basis, and the adoption did not have a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Effective

No new accounting pronouncements issued or effective during the period had, or are expected to have, a material impact on the consolidated financial statements.

Note 3. Acquisitions

Acquisition of preCARDIA, Inc.

The Company acquired 100% interest in preCARDIA , Inc. (“preCARDIA”) on May 28, 2021. preCARDIA is a developer of a proprietary catheter and controller that is expected to complement the Company’s product portfolio to expand options for patients with acute decompensated heart failure (“ADHF”). The preCARDIA system is uniquely designed to rapidly treat ADHF-related volume overload by effectively reducing cardiac filling pressures and promoting decongestion to improve overall cardiac and renal function. The Company determined that substantially all of the fair value was concentrated in the acquired in-process research and development asset in accordance with ASC 805 Business Combinations. As such, the acquisition was accounted for as an asset acquisition.

The Company acquired preCARDIA for a purchase price of $115.2 million. The purchase price included cash consideration of $82.8 million for the remaining interest in preCARDIA, paid to the selling shareholders and for transaction costs associated with the acquisition, and $32.4 million representing the Company’s previously owned minority interest in preCARDIA. The Company recognized a gain of $21.0 million related to its previously owned minority interest in preCARDIA within the condensed consolidated statement of operations for the three months ended June 30, 2021.

In connection with the acquisition, the Company acquired net assets of $115.2 million, which included $115.5 million related to the fair value of the in-process research and development asset and $0.3 million for net liabilities assumed. Since the acquired technology platform is pre-commercial and has not reached technical feasibility, the cost of the in-process research and development asset was expensed, resulting in a charge of $115.5 million to the condensed consolidated statement of operations for the three months ended June 30, 2021. In connection with the acquisition, the Company acquired a license agreement, under which there is a potential payout of $5 million based on the achievement of a commercial milestone.

Note 4. Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the treasury stock method by dividing net income by the weighted average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated by adding to the weighted average shares outstanding any potential dilutive securities outstanding for the period. Potential dilutive securities include stock options, restricted stock units, performance-based stock awards and shares to be purchased under the Company’s employee stock purchase plan.

For purposes of the diluted net income (loss) per share calculation, potential dilutive securities are excluded from the calculation if their effect would be anti-dilutive. As such, basic and diluted net loss per share are the same for periods with a net loss.

The Company’s basic and diluted net income (loss) per share were as follows:


	For the Three Months Ended June 30,
	2022		2021
Net income (loss) per share – basic	(in thousands, except per share data)
Net income (loss)	$	54,554	$	(26,525	)

Weighted average shares – basic		45,575		45,311

Net income (loss) per share – basic	$	1.20	$	(0.59	)


	For the Three Months Ended June 30,
	2022		2021
Net income (loss) per share – diluted	(in thousands, except per share data)
Net income (loss)	$	54,554		(26,525	)

Weighted average shares – basic		45,575		45,311
Effect of dilutive securities		347		—
Weighted average shares – diluted		45,922		45,311

Net income (loss) per share – diluted	$	1.19	$	(0.59	)

For the three months ended June 30, 2022 and 2021, approximately 0.2 million and 1.1 million shares of common stock underlying outstanding securities related to out-of-the-money stock options and performance-based awards where milestones were not met were not included in the computation of diluted earnings per share because their inclusion would be anti-dilutive or such shares are contingently issuable upon meeting performance criteria in the periods presented.

Note 5. Revenue Recognition

Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer.

Product revenue is generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract.

Service revenue is generally recognized over time as the services are rendered to the customer based on the extent of progress towards completion of the performance obligation. The Company recognizes service revenue over the term of the service contract. Services are expected to be transferred to the customer throughout the term of the contract and the Company believes recognizing revenue ratably over the term of the contract best depicts the transfer of value to the customer. Revenue generated from preventative maintenance calls is recognized at a point in time when the services are provided to the customer.

Revenue from the sale of products and services are evidenced by either a contract with the customer or a valid purchase order and an invoice which includes all relevant terms of sale and shipment of product or service provided has been incurred. The Company performs a review of each specific customer's credit worthiness and ability to pay prior to acceptance as a customer. Further, the Company performs periodic reviews of its customers' creditworthiness prospectively.

Disaggregation of Revenue

Revenue is disaggregated from contracts between product revenue and service and other revenue and by geography, which the Company believes best depicts how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors. The Company generally sells its products and services through a direct sales force in the U.S. and Germany and through direct sales and distribution agreements in other international markets outside the U.S. (e.g., Japan, Europe, Canada, Latin America, Asia-Pacific, Middle East).

The following table disaggregates the Company’s revenue by products and services:


	For the Three Months Ended June 30,
	2022		2021
	(in thousands)
Product revenue	$	264,472	$	241,474
Service and other revenue		12,677		11,111
Total revenue	$	277,149	$	252,585

The following table disaggregates the Company’s revenue by geographic location:


	For the Three Months Ended June 30,
	2022		2021
	(in thousands)
United States	$	226,520	$	207,143
Europe		33,836		32,237
Japan		13,235		11,284
Rest of world		3,558		1,921
Outside the U.S.		50,629		45,442
Total revenue	$	277,149	$	252,585

Variable Consideration

Returns Reserve

The Company estimates an allowance for future sales returns based on historical return experience, which requires judgment. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company estimates product return liabilities using the expected value method based on its historical sales information and other factors that it believes could significantly impact its expected returns. The Company’s returns reserve was not material as of June 30, 2022 and March 31, 2022.

Rebates and Discounts

The Company provides certain customers with rebates and discounts that are defined in the Company’s contractual arrangements with customers and are recorded as a reduction of revenue in the period the related revenue is recognized with a corresponding liability recorded and included in accrued expenses in the accompanying condensed consolidated balance sheets. Rebates normally result from performance-based offers that are primarily based on attaining contractually specified sales volumes as well as product usage. Discounts are normally from early payment incentives. The Company estimates the amount of rebates and discounts based on an estimate of the third-party’s sales and the respective rebate or discount defined in the customer contractual arrangement.

Contract Balances

Contract balances represent amounts presented in the condensed consolidated balance sheets when either the Company has transferred goods or services to the customer, or the customer has paid consideration to the Company under the contract. These contract balances include trade accounts receivable and deferred revenue.

Deferred Revenue

The Company’s deferred revenue balance was $23.6 million and $26.4 million as of June 30, 2022 and March 31, 2022, respectively. The deferred revenue balance is comprised of product shipments in which the Company recognizes revenue when the customer obtains control of the product, and preventative maintenance service contracts in which revenue is recognized ratably over the term of the service contract. During the three months ended June 30, 2022, the Company recognized $13.7 million of revenue that was included in the deferred revenue balance as of March 31, 2022. During the three months ended June 30, 2021, the Company recognized $9.2 million of revenue that was included in the deferred revenue balance as of March 31, 2022.

Costs to Obtain or Fulfill a Customer Contract

The Company has certain costs to obtain and fulfill a customer contract, such as commissions and shipping costs. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. These costs are included in selling, general, and administrative expenses.

Note 6. Financial Instruments

Cash Equivalents and Marketable Securities

The Company’s cash equivalents and marketable securities at June 30, 2022 and March 31, 2022 are invested in the following:


	Amortized		Gross Unrealized		Gross Unrealized			Fair Market
	Cost		Gains		Losses			Value
June 30, 2022	(in thousands)
Money market funds	$	59,296	$	—	$	—		$	59,296
Commercial paper		5,997		—		(2	)		5,995
Total cash equivalents		65,293		—		(2	)		65,291
Short-term U.S. Treasury mutual fund securities		359,213		—		(3,010	)		356,203
Short-term government-backed securities		160,288		1		(1,875	)		158,414
Short-term corporate debt securities		33,110		—		(179	)		32,931
Short-term commercial paper		116,738		—		(457	)		116,281
Total short-term marketable securities		669,349		1		(5,521	)		663,829
Long-term U.S. Treasury mutual fund securities		48,631		—		(1,428	)		47,203
Long-term government-backed securities		105,838		—		(3,026	)		102,812
Long-term corporate debt securities		10,185		—		(324	)		9,861
Total long-term marketable securities		164,654		—		(4,778	)		159,876
Total cash equivalents and marketable securities	$	899,296	$	1	$	(10,301	)	$	888,996


	Amortized		Gross Unrealized		Gross Unrealized			Fair Market
	Cost		Gains		Losses			Value
March 31, 2022:	(in thousands)
Money market funds	$	32,955	$	—	$	—		$	32,955
Commercial paper		28,961		—		(3	)		28,958
Total cash equivalents		61,916		—		(3	)		61,913
Short-term U.S. Treasury mutual fund securities		287,010		—		(1,384	)		285,626
Short-term government-backed securities		131,954		1		(554	)		131,401
Short-term corporate debt securities		61,108		36		(113	)		61,031
Short-term commercial paper		148,128		—		(397	)		147,731
Total short-term marketable securities		628,200		37		(2,448	)		625,789
Long-term U.S. Treasury mutual fund securities		89,168		—		(1,796	)		87,372
Long-term government-backed securities		126,150		—		(3,378	)		122,772
Long-term corporate debt securities		10,226		—		(281	)		9,945
Total long-term marketable securities		225,544		—		(5,455	)		220,089
Total cash equivalents and marketable securities	$	915,660	$	37	$	(7,906	)	$	907,791

Gross realized gains and losses on sales of marketable securities were not material for the three months ended June 30, 2022 and 2021.

The securities that the Company invests in are generally deemed to be low risk based on their credit ratings from the major rating agencies. The longer the duration of these securities, the more susceptible they are to changes in market interest rates and bond yields. As interest rates increase, those securities purchased at a lower yield show a mark-to-market unrealized loss. Unrealized losses as of June 30, 2022 are primarily due to changes in interest rates and credit spreads. Accordingly, the Company has not recorded an allowance for credit losses. No marketable securities have been in a continuous material unrealized loss position for greater than twelve months as of June 30, 2022.

Derivative Instruments

In October 2019, the Company entered into an intercompany agreement in which it loaned 85.0 million Euro to Abiomed Europe GMBH, its German subsidiary. In conjunction with this intercompany loan agreement, the Company entered into a cross-currency swap agreement to convert the notional amount of the intercompany loan of 85.0 million Euro to its U.S. dollar equivalent, or $93.5 million. The objective of this cross-currency swap is to hedge the variability of cash flows related to the forecasted interest and principal payments on the Euro denominated fixed rate intercompany loan against changes in the exchange rate between the U.S. dollar and the Euro and has been designated as a cash flow hedge. The Company will make interest payments in Euro and receive interest in U.S. dollars from the counterparty. Upon maturity, the Company will pay the principal amount of the intercompany loan in Euro and receive the U.S. dollar equivalent from the counterparty. The cross-currency swap is carried on the consolidated balance sheets at fair value, and changes to the derivative instrument are recorded as unrealized gains or losses in accumulated other comprehensive income (loss). These amounts are reclassified into the consolidated statements of operations in the same period in which the related hedged item (intercompany loan agreement) affects earnings. The Company does not enter into derivative instruments for any purpose other than cash flow hedging.

The following table summarizes the terms of the cross-currency swap agreement as of June 30, 2022 (amounts in thousands):



	Effective Date	Maturity	Fixed Rate	Aggregate Notional Amount
Pay EUR	October 15, 2019	October 15, 2024	2.75%		EUR 85,000
Receive U.S.$			4.64%		USD 93,457

The following table presents the fair value of the cross-currency swap (amounts in thousands):


Derivatives designated as hedging instruments under ASC 815	Balance Sheet classification	June 30, 2022		March 31, 2022
Cross-currency swap	Other assets (other long-term liabilities)	$	4,508	$	(489	)

The Company has structured its cross-currency swap agreement to be 100% effective and, as a result, there was no net impact to earnings resulting from hedge ineffectiveness. The change in fair value of the cross-currency swap during the three months ended June 30, 2022 was mainly due to fluctuations in the Euro to the U.S. dollar exchange rates.

For the three months ended June 30, 2022 and 2021, the Company recorded income related to the interest rate differential of the cross-currency swap of $0.5 million and $0.4 million, respectively in interest and other income, net, within the condensed consolidated statements of operations.

Fair Value Hierarchy

Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three categories:

Level 1 primarily consists of financial instruments whose values are based on quoted market prices such as exchange-traded instruments and listed equities.

Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including time value, yield curve, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

Level 3 is comprised of unobservable inputs that are supported by little or no market activity. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis:


	Level 1		Level 2		Level 3		Total
June 30, 2022:	(in thousands)
Assets
Money market funds	$	59,296	$	—	$	—	$	59,296
Commercial paper		—		5,995		—		5,995
Short-term U.S. Treasury mutual fund securities		—		356,203		—		356,203
Short-term government-backed securities		—		158,414		—		158,414
Short-term corporate debt securities		—		32,931		—		32,931
Short-term commercial paper		—		116,281		—		116,281
Long-term U.S. Treasury mutual fund securities		—		47,203		—		47,203
Long-term government-backed securities		—		102,812		—		102,812
Long-term corporate debt securities		—		9,861		—		9,861
Investment in Shockwave Medical		56,730		—		—		56,730
Cross-currency swap agreement		—		4,508		—		4,508
Liabilities
Contingent consideration		—		—		18,151		18,151


	Level 1		Level 2		Level 3		Total
March 31, 2022:	(in thousands)
Assets
Money market funds	$	32,955	$	—	$	—	$	32,955
Commercial paper		—		28,958		—		28,958
Short-term U.S. Treasury mutual fund securities		—		285,626		—		285,626
Short-term government-backed securities		—		131,401		—		131,401
Short-term corporate debt securities		—		61,031		—		61,031
Short-term commercial paper		—		147,731		—		147,731
Long-term U.S. Treasury mutual fund securities		—		87,372		—		87,372
Long-term government-backed securities		—		122,772		—		122,772
Long-term corporate debt securities		—		9,945		—		9,945
Investment in Shockwave Medical		61,535		—		—		61,535
Liabilities
Cross-currency swap agreement		—		489		—		489
Contingent consideration		—		—		21,510		21,510

The Company has determined that the estimated fair value of its money market funds and its investment in Shockwave Medical, a publicly traded medical device company, are reported as Level 1 financial assets as they are valued at quoted market prices in active markets. The investment in Shockwave Medical is classified within other assets in the condensed consolidated balance sheets.

The Company has determined that the estimated fair value of its commercial paper, U.S. Treasury mutual fund securities, government-backed securities, corporate debt securities and cross-currency swap agreement are reported as Level 2 financial assets and liabilities as they are based on model-driven valuations in which all significant inputs are observable, or can be derived from or corroborated by observable market data for substantially the full term of the asset or liability.

The Company evaluates transfers between fair value levels at the end of each reporting period. There were no transfers of assets or liabilities between fair value levels during the three months ended June 30, 2022.

Level 3 Assets and Liabilities

Other Investments

The Company periodically makes investments in medical device companies that focus on heart failure and heart pumps and other medical device technologies. The Company measures these equity investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment. The Company monitors any events or changes in circumstances that may have a significant effect on the fair value of investments, either due to impairment or based on observable price changes and records adjustments as needed.

The Company’s other investments are classified as a Level 3 assets and are not included in the fair value table above. The carrying value of the Company’s portfolio of other investments and the change in the balance for the three months ended June 30, 2022 are as follows:



	(in thousands)
Balance, March 31, 2022	$	70,314
Additions		4,591
Change in fair value, net		4,731
Balance, June 30, 2022	$	79,636

Change in fair value, net represents upward and downward adjustments due to observable price changes and related foreign currency fluctuations, which are reflected within interest and other income, net in the Company's condensed consolidated statements of operations.

Contingent Consideration

Contingent consideration represents potential milestones that the Company may pay as additional consideration related to the acquisition of ECP Entwicklungsgesellschaft mbH (“ECP”) in July 2014 and the acquisition of Breethe in April 2020. Changes in fair value of contingent consideration are reflected within research and development expenses in the Company’s condensed consolidated statements of operations. There is no assurance that any of the conditions for the milestone payments will be met.

The components of contingent consideration are as follows:


	June 30, 2022		March 31, 2022
	(in thousands)
ECP	$	11,651	$	12,010
Breethe		6,500		9,500
Total contingent consideration	$	18,151

ABIOMED INC 10-Q