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 ~~December 31, 2017~~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~~ number: 001-09585

ABIOMED, INC.

(Exact name of registrant as specified in its charter)

~~DELAWARE~~Delaware

04-2743260

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

22 CHERRY HILL DRIVE

~~DANVERS, MASSACHUSETTS~~ Danvers, Massachusetts01923

(Address of principal executive offices, including zip code)

~~(978)~~ (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, ~~and posted on its corporate website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ 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		~~Accelerated filer~~	☐
Non-accelerated filer	☐		~~(Do not check if a smaller reporting company)~~	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 ~~January 31, 2018, 44,277,825~~July 29, 2022, 45,460,884 shares of the registrant’s common stock, $.01 par value, were outstanding.

~~ABIOMED, INC. AND SUBSIDIARIES~~

TABLE OF CONTENTS

			~~Page~~
PART I - FINANCIAL INFORMATION:				Page

Item 1.	Condensed Consolidated Financial Statements (unaudited)			3

	Condensed Consolidated Balance Sheets as of ~~December 31, 2017~~June 30, 2022 and March 31, ~~2017~~2022			3

	Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~December 31, 2017~~June 30, 2022 and ~~2016~~2021			4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three ~~and nine~~ months ended ~~December 31, 2017~~June 30, 2022 and ~~2016~~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 ~~nine~~three months ended ~~December 31, 2017~~June 30, 2022 and ~~2016~~2021			67

	Notes to Condensed Consolidated Financial Statements (unaudited)			78

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			2123

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~~Signatures				34

~~NOTE REGARDING COMPANY REFERENCES~~EXPLANATORY NOTES

Pending Trademarks and Registered Marks

Throughout this quarterly report on Form 10-Q ~~(the “Report”~~(“this Report”), ~~“Abiomed,~~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

~~NOTE REGARDING TRADEMARKS~~

~~ABIOMED, IMPELLA, IMPELLA 2.5, IMPELLA 5.0, IMPELLA LD, IMPELLA CP~~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 ~~IMPELLA RP are trademarks of ABIOMED, Inc., and are registered in~~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 ~~certain foreign countries. AB5000~~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 ~~cVAD REGISTRY~~other filings and public conference calls and webcasts. The contents of our website are ~~trademarks of ABIOMED, Inc.~~ not incorporated by reference into this Report.

PART ~~1. FINANCI~~ALI. FINANCIAL INFORMATION

~~ITEM 1:~~

~~FINANCIAL STATEMENTS~~

ITEM 1: Condensed Consolidated Financial Statements

ABIOMED, INC. AND SUBSIDIARIES

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~Condensed Consolidated Balance Sheets (Unaudited)

~~(Unaudited)~~

(in ~~thousands, except share data)~~thousands)


	December 31, 2017			March 31, 2017			June 30, 2022			March 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	50,502		$	39,040		$	180,492		$	132,818
Short-term marketable securities		250,751			190,908			663,829			625,789
Accounts receivable, net		64,862			54,055			91,102			90,608
Inventories		46,891			34,931
Inventories, net								95,373			93,981
Prepaid expenses and other current assets		9,192			8,024			29,563			33,277
Total current assets		422,198			326,958			1,060,359			976,473
Long-term marketable securities		49,485			47,143			159,876			220,089
Property and equipment, net		107,977			87,777			198,478			202,490
Goodwill		34,814			31,045			74,855			76,786
In-process research and development		16,241			14,482
Long-term deferred tax assets, net		75,201			34,723
Other intangibles, net								38,168			39,518
Deferred tax assets								17,096			10,552
Other assets		13,686			8,286			154,804			147,485
Total assets	$	719,602		$	550,414		$	1,703,636		$	1,673,393
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	21,991		$	20,620		$	34,797		$	35,346
Accrued expenses		41,565			37,703			79,011			72,629
Deferred revenue		11,797			10,495			23,624			26,362
Current portion of capital lease obligation		—			799
Other current liabilities								3,330			4,120
Total current liabilities		75,353			69,617			140,762			138,457
Other long-term liabilities		466			3,251			7,792			9,319
Contingent consideration		10,423			9,153			18,151			21,510
Long-term deferred tax liabilities		878			783
Capital lease obligation, net of current portion		—			15,539
Deferred tax liabilities								735			781
Total liabilities		87,120			98,343			167,440			170,067
Commitments and contingencies (Note 10)
Commitments and contingencies (Note 15)
Stockholders' equity:
Class B Preferred Stock, $.01 par value		—			—
Authorized - 1,000,000 shares; Issued and outstanding - none
Common stock, $.01 par value		443			437
Authorized - 100,000,000 shares; Issued - 45,995,445 shares at December 31, 2017 and 45,249,281 shares at March 31, 2017
Outstanding - 44,271,905 shares at December 31, 2017 and 43,673,286 shares at March 31, 2017
Class B Preferred Stock, $.01 par value								—			—
1,000 shares authorized; issued and outstanding - 0ne
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		605,697			565,962			884,965			870,074
Retained earnings (accumulated deficit)		103,610			(46,959	)
Treasury stock at cost - 1,723,540 shares at December 31, 2017 and 1,575,995 shares at March 31, 2017		(66,622	)		(46,763	)
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		(10,646	)		(20,606	)		(38,271	)		(27,160	)
Total stockholders' equity		632,482			452,071			1,536,196			1,503,326
Total liabilities and stockholders' equity	$	719,602		$	550,414		$	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~~Condensed Consolidated Statements of Operations (Unaudited)

~~(Unaudited)~~

(in thousands, except per share data)

For the Three Months Ended December 31,

For the Nine Months Ended December 31,

2017

2016

2017

2016

Revenue:

Product revenue

$

153,989

$

114,624

$

419,202

$

320,541

Funded research and development

33

50

111

83

154,022

114,674

419,313

320,624

Costs and expenses:

Cost of product revenue

24,994

18,987

68,483

51,366

Research and development

17,706

16,349

54,027

50,061

Selling, general and administrative

66,556

53,935

187,233

158,053

109,256

89,271

309,743

259,480

Income from operations

44,766

25,403

109,570

61,144

Other income (expense):

Investment income, net

969

457

2,385

1,068

Other expense, net

(81
)

(34
)

(25
)

(225
)

888

423

2,360

843

Income before income taxes

45,654

25,826

111,930

61,987

Income tax provision

32,208

10,394

36,607

24,770

Net income

$

13,446

$

15,432

$

75,323

$

37,217

Basic net income per share

$

0.30

$

0.36

$

1.71

$

0.86

Basic weighted average shares outstanding

44,247

43,431

44,095

43,125

Diluted net income per share

$

0.29

$

0.34

$

1.65

$

0.83

Diluted weighted average shares outstanding

45,869

44,770

45,731

44,597


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

~~(Unaudited)~~

(in thousands)

For the Three Months Ended December 31,

For the Nine Months Ended December 31,

2017

2016

2017

2016

Net income

$
13,446

$
15,432

$
75,323

$
37,217

Other comprehensive gain (loss):

Foreign currency translation gains (losses)

1,557

(5,873
)

10,406

(6,760
)
Net unrealized losses on marketable securities

(401
)

(269
)

(446
)

(137
)
Other comprehensive gain (loss)

1,156

(6,142
)

9,960

(6,897
)

Comprehensive income

$
14,602

$
9,290

$
85,283

$
30,320


	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 CASH FLOWS~~Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

~~(Unaudited)~~

(in ~~thousands)~~thousands, except share data)

For the Nine Months Ended December 31,

2017

2016

Operating activities:

Net income

$
75,323

$
37,217

Adjustments required to reconcile net income to net cash provided by
operating activities:

Depreciation expense

8,100

4,488

Bad debt expense

(8
)

(12
)
Stock-based compensation

29,170

24,521

Write-down of inventory and other assets

3,212

2,059

Excess tax benefit from stock-based awards

—

(4,595
)
Deferred tax provision

34,740

18,817

Change in fair value of contingent consideration

1,270

612

Changes in assets and liabilities:

Accounts receivable

(10,342
)

(7,555
)
Inventories

(11,974
)

(8,615
)
Prepaid expenses and other assets

(1,033
)

(3,923
)
Accounts payable

2,595

3,542

Accrued expenses and other liabilities

3,874

11,040

Deferred revenue

1,220

265

Net cash provided by operating activities

136,147

77,861

Investing activities:

Purchases of marketable securities

(209,834
)

(177,591
)
Proceeds from the sale and maturity of marketable securities

148,095

144,670

Purchase of other investment

(6,400
)

(149
)
Purchases of property and equipment

(44,168
)

(24,039
)
Net cash used for investing activities

(112,307
)

(57,109
)
Financing activities:

Proceeds from the exercise of stock options

7,626

8,265

Excess tax benefit from stock-based awards

—

4,595

Taxes paid related to net share settlement of vesting of stock awards

(19,860
)

(19,898
)
Proceeds from the issuance of stock under employee stock purchase plan

1,063

769

Principal payments on capital lease obligation

(517
)

(264
)
Net cash used for financing activities

(11,688
)

(6,533
)
Effect of exchange rate changes on cash

(690
)

(1,381
)
Net increase in cash and cash equivalents

11,462

12,838

Cash and cash equivalents at beginning of period

39,040

48,231

Cash and cash equivalents at end of period

$
50,502

$
61,069

Supplemental disclosure of cash flow information:

Cash paid for income taxes

$
845

$
735

Cash paid for interest on capital lease obligation

302

223

Supplemental disclosure of non-cash investing and financing activities:

Property and equipment under capital lease obligation

—

16,784

Property and equipment in accounts payable and accrued expenses

3,836

3,717


	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		0			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		0			(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		0			(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	)		0
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 ~~Business~~Operations

~~Abiomed,~~ABIOMED, Inc. (the “Company” or ~~“Abiomed”~~“ABIOMED”) is a leading provider of ~~mechanical~~medical technology that provides circulatory support ~~devices~~ and ~~offers a continuum of care to heart failure patients.~~oxygenation. The ~~Company develops, manufactures and markets proprietary~~Company's products ~~that~~ are designed to enable the heart to rest ~~heal and recover~~ by improving blood flow and/or performing the pumping ~~function~~ 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 ~~heart~~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 ~~Preparation~~Presentation and ~~Summary~~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, ~~2017~~2022 that has been filed with the ~~Securities and Exchange Commission (the “SEC”).~~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 ~~and nine~~ months ended ~~December 31, 2017~~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, ~~2017~~2022 that has been filed with the SEC.

~~New Accounting Pronouncements Adopted~~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

~~Effective April 1, 2017, the~~The Company ~~adopted the Financial Accounting Standards Board (“FASB”) standard update ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements~~is subject to ~~Employee Share-Based Payment Accounting~~” (“ASU 2016-09”) which simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, recognition of stock compensation award forfeitures, classification of awards as either equity or liabilities, the calculation of diluted shares outstandingadditional risks and ~~classification on the statement of cash flows.~~

~~The following table summarizes the most significant impacts of ASU 2016-09 for the three and nine months ended December 31, 2017:~~

~~Description of Change:~~	~~Impact of Change Upon Adoption on April 1, 2017 and for the~~ ~~Three and Nine Months Ended December 31, 2017:~~	~~Adoption Method:~~
~~The new standard eliminates the requirement that excess tax benefits be realized through a reduction in income taxes payable before a company can recognize them in the statement of operations.~~	As a result, on April 1, 2017, the Company recorded a cumulative-effect adjustment to increase retained earnings and deferred tax assets by $76.4 million for excess tax benefits not previously recognized.	~~Modified-retrospective (required)~~

~~Excess tax benefits related to restricted stock unit vestings or stock option exercises are recorded through the statement of operations.~~	The income tax benefit for the three and nine months ended December 31, 2017, included excess tax benefits of $3.2 million and $24.5 million, respectively. These recognized excess tax benefits resulted from restricted stock units that vested or stock options that were exercised during the three and nine months ended December 31, 2017.	~~Prospective (required)~~

~~Excess tax benefits related to restricted stock unit vestings or stock option exercises are classified as operating cash flows instead of financing cash flows.~~	Increase in cash flow from operating activities and decrease in cash flow from financing activities by approximately $24.5 million for the nine months ended December 31, 2017. The statement of cash flows for the prior period has not been adjusted.	~~Prospective (elected)~~

~~Calculation of diluted weighted average shares outstanding under the treasury method no longer assume that tax benefits related to stock-based awards are used to repurchase common stock.~~	~~The Company excluded the related tax benefits when applying the treasury stock method for computing diluted shares outstanding on a prospective basis as required by ASU 2016-09.~~	~~Prospective (required)~~

~~An accounting policy election can be made to reduce stock-based compensation expense for forfeitures as they occur instead of estimating forfeitures that are expected to occur.~~	The Company made an accounting policy election to account for forfeitures as they occur with the change applied on a modified retrospective basis with a cumulative effect adjustment on April 1, 2017 to increase additional paid-in capital by $1.8 million, increase deferred tax assets by $0.7 million and decrease retained earnings by $1.1 million. The Company elected to make this accounting policy change to simplify the accounting for stock-based compensation and believes this method provides a more accurate reflection of periodic stock based compensation cost. Prior to the adoption of this accounting standard, the Company estimated at grant the likelihood that the award would ultimately vest, and revised the estimate, if necessary, in future periods if the actual forfeiture rate differed.	~~Modified-retrospective (elected)~~

~~Cash payments to tax authorities for shares withheld to meet employee tax withholding requirements on restricted stock units are classified as financing cash flow instead of operating cash flow.~~	No change since the Company has historically presented these amounts as a financing activity. Prior to ASU 2016-09, U.S. GAAP has not specified how these types of transactions should be classified in the statement of cash flows.	~~N/A~~

~~See table below for the changes in beginning stockholders' equity~~uncertainties as a result of ~~this implementation.~~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.

Common Stock

Treasury Stock

Number of shares

Par value

Number of shares

Amount

Additional Paid in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Total Stockholders' Equity

Balance, March 31, 2017

43,673,286

$

437

1,575,995

$

(46,763
)
$

565,962

$

(46,959
)
$

(20,606
)
$

452,071

Cumulative effect of adoption of new accounting standard

1,835

75,246

77,081

Balance, April 1, 2017

43,673,286

$

437

1,575,995

$

(46,763
)
$

567,797

$

28,287

$

(20,606
)
$

529,152

~~Recent~~Recently Adopted Accounting Pronouncements

In ~~May 2014,~~November 2021, the FASB issued ASU ~~2014-09,~~ ~~Revenue from Contracts with Customers~~ ~~to provide updated guidance~~2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” an amendment focused on ~~revenue recognition. This new standard will replace most~~increasing transparency of government assistance including the ~~existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits~~disclosure of (1) the ~~use~~types of ~~either the retrospective or cumulative effect transition method. ASU 2014-09 requires a company to recognize revenue when it transfers promised goods or services to customers in~~assistance, (2) an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies may need to use more judgment and make more estimates than under the currententity’s accounting guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.

The Company is assessing all of the potential impacts of the revenue recognition guidance. Although the Company has not yet completed its assessment of the new revenue recognition guidance, the Company believes that the new revenue recognition guidance generally supports the recognition of revenue at a point-in-time for product sales and over an extended period of time for preventative maintenance service agreements, which is consistent with its current revenue recognition model. The Company does anticipate that the new revenue standard will result in expanded financial statement disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ~~The Company is reviewing and updating its internal controls and processes over revenue recognition in order to prepare~~ for the ~~adoption of~~assistance, and ~~ongoing accounting under~~(3) the ~~new standard.~~ As the Company completes its evaluation of this new accounting standard, new information may arise that could change the Company’s current understanding of the impact to revenue and expense recognized and financial statement disclosures. Additionally, the Company will continue to monitor industry activities and any additional guidance provided by regulators, standards setters, or the accounting profession and adjust the Company’s assessment and implementation plans accordingly, if required. ASU 2014-09 can be applied retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of the ~~change recognized at the date of the initial application.~~assistance on an entity’s financial statements. The Company ~~will apply the new guidance effective April 1, 2018 using the modified retrospective method to contracts that are not completed~~adopted ASU 2021-10 as of April 1, ~~2018. The Company does not expect~~2022, on a prospective basis, and the adoption ~~of this standard, including~~did not have a material impact on the ~~cumulative effect of any adjustment to~~Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Effective

No new accounting pronouncements issued or effective during the ~~opening balance of retained earnings,~~period had, or are expected to have, a material impact ~~to its~~on the consolidated financial statements.

Note 3. Acquisitions

Acquisition of preCARDIA, Inc.

~~In January 2016,~~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 ~~FASB issued ASU 2016-01,~~ ~~Recognition~~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 ~~Measurement~~promoting decongestion to improve overall cardiac and renal function. The Company determined that substantially all of ~~Financial Assets and Financial Liabilities. This guidance changes accounting for financial assets and financial liabilities under~~ the fair value option and includes additional presentation and disclosure requirements for financial instruments. ASU 2016-01 requires certain financial assets to be measured at fair value with changes in fair value recognizedwas concentrated in the ~~statement~~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 ~~operations. ASU 2016-01 eliminates~~$115.2 million. The purchase price included cash consideration of $82.8 million for the ~~available-for-sale classification~~remaining interest in preCARDIA, paid to the selling shareholders and for ~~marketable securities~~transaction costs associated with the acquisition, and $32.4 million representing the Company’s previously owned minority interest in ~~which changes~~preCARDIA. The Company recognized a gain of $21.0 million related to its previously owned minority interest in ~~fair value are currently recorded as a component of other comprehensive income. ASU 2016-01 also impacts~~preCARDIA within the ~~recognition and measurement of equity investments, which are currently carried at cost, but will be measured at fair value in the Company’s~~condensed consolidated statement of ~~operations. ASU 2016-01 is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted with specific application guidance. ASU 2016-01 will become effective~~operations for the three months ended June 30, 2021.

In connection with the acquisition, the Company ~~beginning~~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 ~~fiscal 2019. The Company is evaluating~~a charge of $115.5 million to the ~~impact to its~~condensed consolidated ~~financial statements but ASU 2016-01 could have a significant impact, including additional volatility in other income (expense) within its~~ statement of operations ~~in future periods if~~for the three months ended June 30, 2021. In connection with the acquisition, the Company acquired a license agreement, under which there ~~are measurable changes in fair value~~is a potential payout of ~~equity investments.~~

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases~~. The new guidance significantly impacts lessee accounting and financial statement disclosures. Specifically, this guidance requires lessees to identify arrangements that should be accounted for as leases. Under this guidance, for lease arrangements exceeding a one year term, a right-of-use asset and lease obligation is recorded by the lessee for all leases$5 million based on the ~~balance sheet, whether operating or financing, while the statement~~achievement of operations includes lease expense for operating leases and amortization and interest expense for financing leases. The balance sheet amount recorded at the date of adoption of this guidance must be calculated using the applicable incremental borrowing rate at the date of adoption. Leases with a term of one year or less will be accounted for similar to existing guidance for operating leases. The Company is currently in the process of evaluating its lessee arrangements to determine the impact of ASU 2016-02 on its consolidated financial statements. This evaluation includes a review of the Company’s existing leasing arrangements on its facilities. ASU 2016-02 must be adopted using a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. ASU 2016-02 will become effective for the Company beginning in fiscal 2020.commercial milestone.

Note 3.4. 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 ~~are~~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 ~~for the three and nine months ended December 31, 2017 and 2016~~ were as ~~follows (in thousands, except per share data):~~follows:

For the Three Months Ended December 31,

For the Nine Months Ended December 31,

2017

2016

2017

2016

Basic Net Income Per Share

Net income
$

13,446

$

15,432

$

75,323

$

37,217

Weighted average shares used in computing basic net
income per share

44,247

43,431

44,095

43,125

Net income per share - basic
$

0.30

$

0.36

$

1.71

$

0.86


	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 December 31,

For the Nine Months Ended December 31,

2017

2016

2017

2016

Diluted Net Income Per Share

Net income
$

13,446

$

15,432

$

75,323

$

37,217

Weighted average shares used in computing basic net
income per share

44,247

43,431

44,095

43,125

Effect of dilutive securities

1,622

1,339

1,636

1,472

Weighted average shares used in computing diluted
net income per share

45,869

44,770

45,731

44,597

Net income per share - diluted
$

0.29

$

0.34

$

1.65

$

0.83

For the three ~~and nine~~ months ended ~~December 31, 2017,~~June 30, 2022 and 2021, approximately ~~2,600~~0.2 million and ~~4,800~~1.1 million shares of common stock underlying outstanding securities related to out-of-the-money stock options ~~respectively,~~and performance-based awards where milestones were excluded in the computation of diluted earnings per share because their effect would have been anti-dilutive. Also, approximately 128,000 restricted shares in each of the three and nine months ended December 31, 2017, respectively, related to performance-based and market-based awards for which milestones have not ~~been~~ met were not included in the computation of diluted earnings per ~~share.~~

~~For the three and nine months ended December 31, 2016, approximately~~ ~~28,000~~ ~~and 17,000 shares underlying out-of-the-money stock options, respectively, were excluded in the computation of diluted earnings per~~ share because their ~~effect~~inclusion would ~~have been anti-dilutive. Also, approximately~~ ~~185,000~~ ~~restricted~~be anti-dilutive or such shares are contingently issuable upon meeting performance criteria in ~~each~~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 ~~three~~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 ~~nine~~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 ~~December 31, 2016, respectively, related to performance-based and market-based awards for which milestones have not been met, were not~~June 30, 2022, the Company recognized $13.7 million of revenue that was included in the ~~computation~~deferred revenue balance as of ~~diluted earnings per share.~~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

~~Note 4.~~Cash Equivalents and Marketable Securities ~~and Fair Value Measurements~~

~~Marketable Securities~~

The Company’s cash equivalents and marketable securities ~~are classified as available-for-sale securities and, accordingly, are recorded~~ at ~~fair value. The difference between amortized cost and fair value is included in stockholders’ equity. At December 31, 2017~~June 30, 2022 and March 31, 2017, the Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and contingent consideration. The carrying amounts of accounts receivable and accounts payable are considered reasonable estimates of their fair value, due to the short maturity of these investments.

~~The Company’s marketable securities at December 31, 2017 and March 31, 2017~~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	$	0	$	0		$	59,296
Commercial paper		5,997		0		(2	)		5,995
Total cash equivalents		65,293		0		(2	)		65,291
Short-term U.S. Treasury mutual fund securities		359,213		0		(3,010	)		356,203
Short-term government-backed securities		160,288		1		(1,875	)		158,414
Short-term corporate debt securities		33,110		0		(179	)		32,931
Short-term commercial paper		116,738		0		(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		0		(1,428	)		47,203
Long-term government-backed securities		105,838		0		(3,026	)		102,812
Long-term corporate debt securities		10,185		0		(324	)		9,861
Total long-term marketable securities		164,654		0		(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	$	0	$	0		$	32,955
Commercial paper		28,961		0		(3	)		28,958
Total cash equivalents		61,916		0		(3	)		61,913
Short-term U.S. Treasury mutual fund securities		287,010		0		(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		0		(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		0		(1,796	)		87,372
Long-term government-backed securities		126,150		0		(3,378	)		122,772
Long-term corporate debt securities		10,226		0		(281	)		9,945
Total long-term marketable securities		225,544		0		(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):

Amortized

Gross
Unrealized

Gross
Unrealized

Fair Market

Cost

Gains

Losses

Value

(in $000's)

December 31, 2017:

Short-term U.S. Treasury mutual fund securities

$
21,068

$
—

$
(25
)

$
21,043

Short-term government-backed securities

152,586

—

(343
)

152,243

Short-term corporate debt securities

77,592

3

(130
)

77,465

Long-term government-backed securities

47,587

—

(96
)

47,491

Long-term corporate debt securities

1,997

—

(3
)

1,994

$
300,830

$
3

$
(597
)

$
300,236



	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

Amortized

Gross
Unrealized

Gross
Unrealized

Fair Market

Cost

Gains

Losses

Value

(in $000's)

March 31, 2017:

Short-term U.S. Treasury mutual fund securities

$
45,199

$
—

$
(13
)

$
45,186

Short-term government-backed securities

90,199

1

(87
)

90,113

Short-term corporate debt securities

55,465

—

(31
)

55,434

Long-term U.S. Treasury mutual fund securities

1,998

—

(3
)

1,995

Long-term government-backed securities

43,484

5

(18
)

43,471

Long-term corporate debt securities

1,853

—

(1
)

1,852

$
238,198

$
6

$
(153
)

$
238,051

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: Quoted market prices in active markets for identical assets or liabilities.~~

~~Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.~~

~~Level 3: Unobservable inputs that are not corroborated by market data.~~

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 ~~table presents~~tables present the Company’s ~~financial instruments recorded~~assets and liabilities measured at fair value ~~in the condensed consolidated balance sheets, classified according to the three categories described above:~~on a recurring basis:

	Level 1		Level 2		Level 3		Total
December 31, 2017:	(in $000's)
									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	$	—	$	21,043	$	—	$	21,043		—		356,203		—		356,203
Short-term government-backed securities		—		152,243		—		152,243		—		158,414		—		158,414
Short-term corporate debt securities		—		77,465		—		77,465		—		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		—		47,491		—		47,491		—		102,812		—		102,812
Long-term corporate debt securities		—		1,994		—		1,994		—		9,861		—		9,861
Investment in Shockwave Medical										56,730		—		—		56,730
Cross-currency swap agreement										—		4,508		—		4,508
Liabilities
Contingent consideration		—		—		10,423		10,423		—		—		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

Level 1

Level 2

Level 3

Total

March 31, 2017:

(in $000's)

Assets

Short-term U.S. Treasury mutual fund securities

$
—

$
45,186

$
—

$
45,186

Short-term government-backed securities

—

90,113

—

90,113

Short-term corporate debt securities

—

55,434

—

55,434

Long-term U.S. Treasury mutual fund securities

—

1,995

—

1,995

Long-term government-backed securities

—

43,471

—

43,471

Long-term corporate debt securities

—

1,852

—

1,852

Liabilities

Contingent consideration

—

—

9,153

9,153

The Company has determined that the estimated fair value of its ~~investments~~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, ~~and~~ corporate debt securities and cross-currency swap agreement are reported as Level 2 financial assets and liabilities as they are ~~not exchange-traded instruments.~~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 ~~financial liabilities consisted~~other investments are classified as a Level 3 assets and are not included in the fair value table above. The carrying value of ~~contingent~~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 ~~potentially payable~~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	$	21,510

ECP

In July 2014, the Company acquired ECP and AIS GmbH Aachen Innovative Solutions (“AIS”)~~, in July 2014. The Company acquired ECP~~ for ~~$13.0~~$13.0 million in cash, with additional potential payouts totaling ~~$15.0~~$15.0 million based on the achievement of ~~certain clinical~~CE Mark approval in the European Union and ~~regulatory and~~a revenue-based ~~milestones~~milestone related to the development of the future Impella ECPTM expandable catheter pump technology. These potential milestone payments may be made, at the Company’s option, by a combination of cash or ~~Abiomed~~ABIOMED common stock.

The Company uses a combination of an income approach, based on various revenue and cost assumptions and ~~applying~~the application of a probability to each outcome, and a Monte-Carlo valuation ~~model. For~~model, both of which consider significant unobservable inputs. As it relates to the ~~clinical and regulatory~~CE Mark approval milestone, p~~robabilities~~probabilities were applied to each potential scenario and the resulting values were discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn out itself, the related projections, and the overall business. The r~~evenue-based~~revenue-based milestone is valued using a Monte-Carlo valuation model, which simulates estimated future revenues during the earn out-period using ~~management's~~management’s best estimates. ~~Projected~~

Key unobservable inputs include the discount rate used to present value the projected revenues and cash flows (ranging from 4.7% to 16.5%), the probability of achieving the various technical, regulatory and commercial milestones (estimated to range from 10% to 55%) and projected revenues based on a Monte-Carlo valuation (94%) which are based on ~~our~~the Company’s most recent internal operational budgets and long-range strategic plans.

~~This liability~~Breethe

In April 2020, the Company acquired Breethe for $55.0 million in cash, with additional potential payouts up to a maximum of $55.0 million payable based on the achievement of certain technical, regulatory and commercial milestones.

The Company uses a combination of an income approach, based on various revenue and cost assumptions and the application of a probability to each outcome, and a Monte-Carlo valuation model, both of which consider significant unobservable inputs. As it relates to the regulatory milestones, probabilities were applied to each potential scenario and the resulting values were discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn out itself, the related projections, and the overall business. The commercial milestones are valued using a Monte-Carlo valuation model, which simulates estimated future revenues during the earn out-period using management’s best estimates.

Key unobservable inputs include the discount rates used to present value the projected revenues and cash flows (ranging from 4.7% to 12.6%), the probability of achieving the various technical, regulatory and commercial milestones (estimated to range from 10% to 50%) and projected revenues based on a Monte-Carlo valuation (12%) which are based on the Company’s operational forecasts and long-range strategic plans.

Contingent consideration is ~~reported~~classified as a Level 3 liability as the estimated fair value of the contingent consideration related to the ~~acquisition~~acquisitions of ECP ~~requires~~and Breethe require significant management judgment or ~~estimation and is calculated using the following valuation methods:~~

estimation.

Fair Value at December 31, 2017 (in $000's)

Valuation Methodology

Significant Unobservable Input

Weighted Average (range, if applicable)

Clinical and regulatory milestone

$
5,654

Probability
weighted income approach

Projected fiscal year of milestone payments

2019 to 2022

Discount rate

2.8% to 3.3%

Probability of occurrence

Probability adjusted level of 40% for the base case scenario and 12% to 30% for various upside and downside scenarios

Revenue-based milestone

4,769

Monte Carlo simulation model

Projected fiscal year of milestone payments

2023 to 2035

Discount rate

18%

Expected volatility for forecasted revenues

50%

$
10,423

The following table summarizes the change in fair value, as determined by Level 3 inputs of the contingent consideration for the three ~~and nine~~ months ended ~~December 31, 2017 and 2016:~~June 30, 2022:

For the Three Months Ended December 31,

For the Nine Months Ended December 31,

2017

2016

2017

2016

(in $000's)

(in $000's)

Level 3 liabilities, beginning balance

$
9,835

$
7,749

$
9,153

$
7,563

Additions

—

—

—

—

Payments

—

—

—

—

Change in fair value

588

426

1,270

612

Level 3 liabilities, ending balance

$
10,423

$
8,175

$
10,423

$
8,175



	(in thousands)
Balance, March 31, 2022	$	21,510
Change in fair value		(3,359	)
Balance, June 30, 2022	$	18,151

The change in fair value of the contingent consideration was primarily due to estimates related to development timelines and the passage of time on the fair value measurement of ~~milestones related to~~milestones.

The significant unobservable inputs used in the ~~ECP acquisition. Adjustments associated with the change in~~ fair value of the Company’s contingent consideration are ~~included in research~~the discount rate and ~~development expenses~~forecasted financial information, including the probability of achievement. Significant increases (decreases) in the ~~Company’s condensed consolidated statements of operations.~~discount rate would have resulted in a significantly lower (higher) fair value measurement. Significant increases ~~or decreases~~(decreases) in ~~any of~~ the ~~probabilities of success or changes in expected timelines for achievement of any of these milestones could result~~forecasted financial information would have resulted in a significantly higher ~~or lower~~(lower) fair value measurement. As of June 30, 2022 and March 31, 2022, the present value of expected payments related to the Company’s contingent consideration was $18.2 million and $21.5 million, respectively. The undiscounted value of the ~~liability. The fair value~~payments, assuming that all contingencies are met, would be $67.5 million as of ~~the contingent consideration at each reporting date is updated by reflecting the changes in fair value reflected in the Company’s statement of operations.~~ ~~There is no assurance that any of the conditions for the milestone payments will be met.~~

~~Other Investments~~

The Company periodically makes investments in private medical device companies that focus on heart failure, heart pump and other medical device technologies. The aggregate carrying amount of the Company’s other investments was $12.6 million and $7.2 million at December 31, 2017both June 30, 2022 and March 31, ~~2017, respectively,~~2022.

Note 7. Inventories, net

The components of inventories, net are as follows:


	June 30, 2022		March 31, 2022
	(in thousands)
Raw materials and supplies	$	30,970	$	28,326
Work-in-progress		38,707		34,788
Finished goods		25,696		30,867
Inventories, net	$	95,373	$	93,981

The Company’s inventories relate to its Impella® andAbiomed Breethe OXY-1 System™ (“Breethe OXY-1”) product platforms. Finished goods and ~~is classified within other assets in the unaudited condensed consolidated balance sheets. During the nine months ended December 31, 2017, the Company made investments~~work-in-process inventories consist of ~~$6.4 million in private medical device companies. These investments are accounted for using the cost method~~direct material, labor and are evaluated for impairment and measured at fair value only if there are identified events or changes in circumstances that may have a significant adverse effect on the fair value of these investments.overhead.

Note 5.8. Property and Equipment, net

The components of property and equipment, net are as follows:


	December 31, 2017			March 31, 2017			June 30, 2022			March 31, 2022
	(in $000's)						(in thousands)
Land	$	7,550		$	4,046		$	10,391		$	10,643
Building and building improvements		61,086			10,900			153,191			152,374
Capital lease asset		—			16,784
Leasehold improvements		2,173			34,854			1,787			1,810
Machinery and equipment		38,336			27,989
Machinery, equipment and computer software								104,845			104,407
Furniture and fixtures		7,503			3,899			15,443			15,420
Construction in progress		15,958			9,257			18,862			19,898
Total cost		132,606			107,729			304,519			304,552
Less accumulated depreciation		(24,629	)		(19,952	)		(106,041	)		(102,062	)
	$	107,977		$	87,777
Property and equipment, net							$	198,478		$	202,490

~~In October 2017, the Company entered into a purchase~~Depreciation expense related to property and ~~sale agreement to acquire the Company’s headquarters that it had been leasing in Danvers, Massachusetts. The total acquisition cost~~equipment was $6.1 million and $6.4 million for the ~~land~~three months ended June 30, 2022 and building was approximately $16.5 million, with $3.0 million being recorded to land and $13.0 million being recorded to building and building improvements. In addition, the Company reclassified $32.6 million in leasehold improvements to building and building improvements due to the termination of the lease agreement upon the property acquisition.2021, respectively.

In December 2016, the Company entered into a purchase and sale agreement to acquire its existing European headquarters in Aachen, Germany, consisting of 33,000 square feet of space. The Company acquired the property in February 2017. The original acquisition cost for the land and building was approximately $12.6 million, with $4.0 million being recorded to land and $8.6 million being recorded to the building and building improvements.16

Note 6.9. Goodwill and ~~In-Process Research and Development~~Other Intangible Assets, net

Goodwill

The carrying amount of goodwill ~~at December 31, 2017~~as of June 30, 2022 and March 31, ~~2017~~2022 was ~~$34.8~~$74.9 million and ~~$31.0~~$76.8 million, respectively, and has been recorded in connection with the Company’s acquisition of Impella Cardiosystems AG, in May 2005, ~~and~~ ECP ~~and AIS~~ in July ~~2014.~~ 2014 and Breethe in April 2020. The carrying value of goodwill ~~activity is~~and the change in the balance for the three months ended June 30, 2022 are as follows:


	(in thousands)
Balance, March 31, 2022	$	76,786
Foreign currency translation		(1,931	)
Balance, June 30, 2022	$	74,855

(in $000's)

Balance at March 31, 2017

$
31,045

Foreign currency translation impact

3,769

Balance at December 31, 2017

$
34,814

The Company evaluates goodwill ~~and in-process research and development (“IPR&D”) assets~~ at least annually aton October 31, as well as whenever events or changes in circumstances suggest that the carrying amount may not be recoverable. The Company has no0 accumulated impairment losses on ~~goodwill or IPR&D assets.~~goodwill.

Other Intangible Assets, net

Other intangible assets, net consists of the following:


	June 30, 2022
	Weighted Average Amortization Period (in years)	Cost		Accumulated Amortization			Net Carrying Value
		(in thousands)
Finite-lived intangible assets
Developed technology	13.4	$	27,000	$	(3,000	)	$	24,000

Indefinite-lived intangible assets
In-process research and development			14,168		—			14,168
Total		$	41,168	$	(3,000	)	$	38,168


	March 31, 2022
	Weighted Average Amortization Period (in years)	Cost		Accumulated Amortization			Net Carrying Value
		(in thousands)
Finite-lived intangible assets
Developed technology	13.6	$	27,000	$	(2,550	)	$	24,450

Indefinite-lived intangible assets
In-process research and development			15,068		—			15,068
Total		$	42,068	$	(2,550	)	$	39,518

The ~~carrying amount~~Company’s finite-lived intangible asset represents developed technology associated with the estimated fair value of ~~IPR&D assets at December 31, 2017 and~~theBreethe OXY-1 System. During the year ended March 31, ~~2017 was $16.2 million~~2021, the Company reclassified the in-process research and ~~$14.5 million, respectively,~~development (“IPR&D”) asset to developed technology upon receiving U.S. Food and ~~was recorded in conjunction with~~Drug Administration or FDA 510(k) clearance of the Breethe OXY-1 System and began amortizing the intangible asset on a straight-line basis over an estimated useful life of 15 years.

The Company’s IPR&D asset represents the estimated fair value of the Impella ECPTM related to the acquisition of ECP and AIS, in July 2014. The estimated fair value of the IPR&D ~~assets~~asset at the acquisition date was determined using a probability-weighted income approach, which discounts expected future cash flows to present value. The projected cash flow estimates for the future Impella ECP^TM expandable catheter pump ~~technology~~ were based on certain key assumptions, including estimates of future revenue and expenses, taking into account the stage of development of the technology at the acquisition date and the time and resources needed to complete development.

The Company ~~used a discount rate~~evaluates the other intangible assets at least annually on October 31, as well as whenever events or changes in circumstances suggest that the carrying amount may not be recoverable. The Company has 0 accumulated impairment losses on other intangible assets. The change in the IPR&D balance for the three months ended June 30, 2022, related to the impact of ~~21% and cash flows that have been probability adjusted to reflect the risks~~foreign currency translation.

Note 10. Other Assets

The components of ~~product commercialization, which the Company believes~~other assets are ~~appropriate and representative of market participant assumptions.~~as follows:


	June 30, 2022		March 31, 2022
	(in thousands)
Investment in Shockwave Medical	$	56,730	$	61,535
Other investments (Note 6)		79,636		70,314
Operating lease right of use assets		8,365		9,518
Other intangible assets and other assets		10,073		6,118
Total other assets	$	154,804	$	147,485

Investment in Shockwave Medical

The ~~carrying~~fair value of the Company’s ~~IPR&D assets~~investment in Shockwave Medical, a publicly-traded medical device company, was $56.7 million and $61.5 million as of June 30, 2022 and March 31, 2022, respectively. During the ~~change in the balance for the nine~~three months ended ~~December~~June 30, 2022 and 2021, the Company recorded a loss of $4.8 million and a gain of $17.6 million, respectively in interest and other income, net.

Operating Lease Right of Use Assets

The Company has lease agreements for real estate including corporate offices and warehouse space, vehicles and certain equipment. The balance of operating lease right-of-use assets included in other assets was $8.4 million and $9.5 million as of June 30, 2022 and March 31, ~~2017 are as follows:~~2022, respectively

Other Long-Term Assets

The Company’s other long-term assets is comprised primarily of license manufacturing rights to certain technology from third parties and prepayments related to the Company’s clinical trial activities.

(in $000's)

Balance at March 31, 2017

$
14,482

Foreign currency translation impact

1,759

Balance at December 31, 2017

$
16,241

Note 7.11. Accrued Expenses

Accrued expenses consist of the following:


	December 31, 2017		March 31, 2017		June 30, 2022		March 31, 2022
	(in $000's)				(in thousands)
Employee compensation	$	26,077	$	23,290	$	42,665	$	50,649
Sales and income taxes		4,612		3,180		14,555		1,931
Professional, legal and accounting fees		3,294		2,019
Research and development		2,271		2,349		8,486		7,337
Marketing		2,254		1,827		2,231		2,289
Warranty		1,010		717		1,912		1,935
Accrued capital expenditures		—		2,300
Professional, legal and accounting fees						1,656		1,479
Other		2,047		2,021		7,506		7,009
	$	41,565	$	37,703	$	79,011	$	72,629

Employee compensation consists primarily of accrued bonuses, accrued commissions and accrued employee ~~benefits~~benefits. Other includes returns reserve, allowance for rebates and discounts and other miscellaneous accrued expenses.

Note 12. Stockholders’ Equity

Class B Preferred Stock

The Company has authorized 1,000,000 shares of Class B Preferred Stock, $.01 par value, of which the board of directors can set the designation, rights and privileges. NaN shares of Class B Preferred Stock have been issued or are outstanding.

Stock Repurchase Program

In August 2019, the Company’s Board of Directors authorized a stock repurchase program for up to $200.0 million of shares of its common stock. Under this stock repurchase program, the Company is authorized to repurchase shares through open market purchases, privately negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1

trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The stock repurchase program has no time limit and may be suspended for periods or discontinued at ~~December 31, 2017~~any time. The Company is funding the stock repurchase program with its available cash and ~~March 31, 2017.~~marketable securities. The remaining authorization under the stock repurchase program was $89.3 million as of June 30, 2022.

The following table provides stock repurchase activities during the quarter:


	For the Three Months Ended June 30,
	2022		2021
Shares repurchased		60,282		0
Average price per share	$	240.79		0
Value of shares repurchased (in millions)	$	14.5		0

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows (in thousands):


	Three Months Ended June 30, 2022
	Foreign Currency Translation Losses			Unrealized Gains (Losses) on Derivative Instrument			Net Unrealized Losses on Marketable Securities, net of tax			Total
Balance, March 31, 2022	$	(20,562	)	$	125		$	(6,723	)	$	(27,160	)
Other comprehensive loss		(8,729	)		(384	)		(1,998	)		(11,111	)
Balance, June 30, 2022		(29,291	)		(259	)		(8,721	)		(38,271	)


	Three Months Ended June 30, 2021
	Foreign Currency Translation (Losses) Gains			Unrealized Gains (Losses) on Derivative Instrument			Net Unrealized Gains (Losses) on Marketable Securities, net of tax			Total
Balance, March 31, 2021	$	(14,718	)	$	1,904		$	1,369		$	(11,445	)
Other comprehensive income (loss)		83			(217	)		(632	)		(766	)
Balance, June 30, 2021		(14,635	)		1,687			737			(12,211	)

Note 8.13. Stock-Based Compensation

The following table summarizes stock-based compensation expense by financial statement line item in the Company’s condensed consolidated statements of operations for each of the three ~~and nine~~ months ended ~~December 31, 2017~~June 30, 2022 and ~~2016:~~2021:

	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
		2017		2016		2017		2016	For the Three Months Ended June 30,
	(in $000's)				(in $000's)				2022		2021
Cost of product revenue	$	489	$	234	$	1,221	$	754
									(in thousands)
Cost of revenue									$	1,396	$	1,030
Research and development		1,673		900		4,217		4,793		2,798		2,109
Selling, general and administrative		9,070		5,340		23,732		18,974		9,168		9,469
	$	11,232	$	6,474	$	29,170	$	24,521	$	13,362	$	12,608

Stock Options

The following table summarizes the stock option activity for the ~~nine~~three months ended ~~December 31, 2017:~~June 30, 2022:



						Weighted									Weighted
				Weighted		Average		Aggregate					Weighted		Average		Aggregate
				Average		Remaining		Intrinsic					Average		Remaining		Intrinsic
	Options			Exercise		Contractual		Value		Options			Exercise		Contractual		Value
	(in thousands)			Price		Term (years)		(in thousands)		(in thousands)			Price		Term (years)		(in thousands)
Outstanding at beginning of period		1,646		$	32.09		5.46				595		$	178.54		5.55
Granted		152			140.41						2			275.58
Exercised		(371	)		20.54						(18	)		84.37
Cancelled and expired		(55	)		100.57						(1	)		284.46
Outstanding at end of period		1,372		$	44.49		5.42	$	196,132		578		$	181.61		5.37	$	50,807
Exercisable at end of period		1,048		$	24.03		4.42	$	171,235		503		$	168.81		4.89	$	50,099
Options vested and expected to vest at end of period		1,347		$	43.85		5.37	$	193,386		578		$	181.61		5.37	$	50,807

~~The aggregate intrinsic value of~~Stock options ~~exercised was $46.1 million for the nine months ended December 31, 2017. The total fair value of options that vested during the nine months ended December 31, 2017 was $4.8 million.~~

generally vest and become exercisable annually over three years. The remaining unrecognized stock-based compensation expense for unvested stock option awards ~~at December 31, 2017~~as of June 30, 2022, was approximately ~~$10.6~~$6.5 million and the ~~estimated~~ weighted-average period over which this cost ~~will~~is expected to be recognized is ~~2.4~~1.8 years.

The aggregate intrinsic value of stock options exercised was $3.7 million for the three months ended June 30, 2022. The total cash received as a result of employee stock option exercises for the three months ended June 30, 2022, was approximately $1.5 million.

The Company estimates the fair value of each stock option granted at the grant date using the Black-Scholes option valuation model. The weighted average grant-date fair values and weighted average assumptions used in the calculation of fair value of options granted ~~during the three and nine months ended December 31, 2017 and 2016 was~~were as follows:


	For the Three Months Ended June 30,
	2022			2021
Weighted average grant-date fair value	$	121.69		$	103.03

Valuation assumptions:
Risk-free interest rate		3.01	%		0.79	%
Expected option life (years)		5.54			4.20
Expected volatility		43.51	%		44.28	%

For the Three Months Ended December 31,

For the Nine Months Ended December 31,

2017

2016

2017

2016

Weighted average grant-date fair value

$
70.14

$
48.15

$
51.20

$
42.21

Valuation assumptions:

Risk-free interest rate

2.13
%

1.37
%

1.86
%

1.32
%
Expected option life (years)

4.08

4.17

4.07

4.14

Expected volatility

42.2
%

48.5
%

43.6
%

49.5
%

Restricted Stock Units

The following table summarizes activity of restricted stock units for the ~~nine~~three months ended ~~December 31, 2017:~~June 30, 2022:


									Weighted
									Average
						Number of			Grant Date
	Number of Shares			Weighted Average Grant Date Fair Value		Shares			Fair Value
	(in thousands)			(per share)		(in thousands)			(per share)
Restricted stock units at beginning of period		1,056		$	80.50		307		$	274.32
Granted		295		$	136.80
Granted (1)							258			266.07
Vested		(363	)	$	53.16		(106	)		282.80
Forfeited		(94	)	$	98.08		(3	)		272.26
Restricted stock units at end of period		894		$	108.35		456		$	267.00

(1) Includes 19,000 performance-based awards granted due to greater than 100% target vesting.

The weighted average grant-date fair value for restricted stock units granted during the three months ended June 30, 2022 was $266.1. The total fair value of restricted stock units vested during the three months ended June 30, 2022 was $29.9 million.

Restricted stock units generally vest annually, over three years. The remaining unrecognized compensation expense for outstanding restricted stock units, including ~~performance~~performance-based and market-based awards, as of ~~December 31, 2017~~June 30, 2022 was ~~$38.5~~$100.1 million and the estimated weighted-average period over which this cost ~~will~~is expected to be recognized is ~~2.0~~ 2.4 years.

~~Performance-Based Awards~~

~~In May 2017,~~20

As of June 30, 2022, the Company recognized compensation expense based on the probable outcomes related to the prescribed performance targets on the outstanding awards. The remaining unrecognized compensation expense for outstanding performance-based ~~awards of~~and market-based restricted stock units ~~for~~as of June 30, 2022 was $33.7 million and the ~~potential issuance of approximately 159,000 shares of common~~weighted-average period over which this cost is expected to be recognized is 2.2 years.

Performance-Based Awards

The Company grants performance-based restricted stock ~~were issued~~units to certain executive officers and employees, which vest upon achievement of prescribed ~~service~~service-based milestones by the award recipients and the achievement of prescribed performance milestones by the ~~Company. As~~Company, as defined in the respective agreements.

Market-Based Awards

The Company grants market-based restricted stock units to certain executive officers and employees. These restricted stock units vest upon achievement of ~~December 31, 2017,~~prescribed service-based milestones, relative total shareholder return (“TSR”) goals by the Company and the achievement of prescribed performance milestones by the Company, as defined in the respective agreements.

The Company used a Monte-Carlo simulation model to estimate the grant-date fair value of the TSR restricted stock units. The fair value related to these awards is ~~recognizing~~recorded as compensation expense ~~based on~~over the ~~probable~~vesting term, regardless of the actual TSR outcome ~~related~~reached.

The table below sets forth the assumptions used to ~~the prescribed performance targets on~~value the outstanding ~~awards.~~market-based restricted stock units and the estimated grant-date fair value:


	May 2021			May 2020
Risk-free interest rate		0.3	%		0.2	%
Expected volatility		44.8	%		35.5	%
Dividend yield		—			—
Remaining performance period (years)	2.8				2.9
Estimated fair value per share	$	292.40		$	349.28
Target performance (number of shares)		25,172			15,425

Note 9.14. Income Taxes

On December 22, 2017, the Tax Cut and Jobs Act, or the Tax Reform Act, was signed into law. The Tax Reform Act included significant changes to existing law, including among other items, a reduction to the U.S. federal statutory corporate tax rate from 35% to 21% effective January 1, 2018. ASC 740, ~~Income Taxes (Topic 740)~~, or ASC 740, requires that the effects of changes in tax laws or rates be recognized in the period in which the law is enacted. Those effects, both current and deferred, are reported as part of the tax provision, regardless of income in which the underlying pretax income (expense) or asset (liability) was or will be reported.

T~~he Company’s estimated fiscal 2018 blended U.S. federal statutory corporate income tax rate of 31.5% was applied in the computation of~~ ~~the income tax provision for the three and nine months ended December 31, 2017~~. The blended U.S. federal statutory corporate tax rate of 31.5% represents the weighted average rate between the pre-enactment U.S. federal statutory corporate tax rate of 35% prior to the January 1, 2018 effective date and the post-enactment U.S. federal statutory corporate tax rate of 21% thereafter.

The Company’s income tax provision was ~~$32.2~~$15.3 million and ~~$36.6~~$17.2 million for the three ~~and nine~~ months ended ~~December 31, 2017, respectively,~~June 30, 2022 and ~~$10.4 million and $24.8 million for the three and nine months ended December 31, 2016,~~2021, respectively. The Company’s effective tax rate was ~~70.6%~~21.9% and ~~32.7%~~183.7% for the three ~~and nine~~ months ended ~~December 31, 2017, respectively,~~June 30, 2022 and ~~40.2%~~2021, respectively. The effective tax rate differs from the statutory federal income tax rate of 21.0% primarily due to state and ~~40.0%~~foreign income taxes and permanent differences offset by credits and excess tax benefits for the three ~~and nine~~ months ended ~~December 31, 2016, respectively.~~ ~~Consistent with guidance issued~~June 30, 2022 and a non-deductible charge for in-process research and development related to the preCARDIA acquisition offset by ~~the SEC, which provides~~excess tax benefits related to share-based compensation for ~~a measurement period of one year from the enactment date to finalize the accounting for effects of the Tax Reform Act, the Company provisionally recorded an income tax expense of~~ ~~$22.0~~ ~~million during~~ the three ~~and nine~~ months ended ~~December 31, 2017,~~ due to the re-measurement of its net deferred tax assets due to the lower U.S. federal statutory corporate tax rate. This provisional estimate reflects estimable current year impacts of the Tax Reform Act on the Company’s estimated annual effective tax rate and discrete items resulting directly from the enactment of the Tax Reform Act based on the information available, prepared, or analyzed (including computations) in reasonable detail. Any adjustments to this provisional estimate will be recorded as adjustments to income tax expense in the period in which those adjustments become estimable and/or are finalized, if necessary.

As ~~discussed in “Note 2. Basis of Presentation and Summary of Significant Accounting Policies,” the~~June 30, 2021. The Company ~~also~~ recognized excess tax benefits associated with stock-based awards of ~~$3.2~~$1.0 million and ~~$24.5~~$3.6 million as an income tax benefit for three and nine months ended December 31, 2017, respectively. These recognized excess tax benefits resulted from restricted stock units that vested or stock options that were exercised during the three and nine months ended December 31, 2017.

~~The significant differences between the statutory income tax rate and effective income tax rate~~ for the three ~~and nine~~ months ended ~~December 31, 2017~~June 30, 2022 and ~~2016 were as follows:~~2021, respectively.

For the Three Months Ended December 31,

For the Nine Months Ended December 31,

2017

2016

2017

2016

Statutory income tax rate

31.5

%

35.0

%

31.5

%

35.0

%
Increase resulting from:

Excess tax benefits from stock-based awards

(7.0
)

—

(21.9
)

—

Credits

(2.1
)

(1.2
)

(2.1
)

(1.2
)

State taxes, net

3.7

3.3

3.7

3.3

Permanent differences

1.7

2.7

1.7

2.7

Effect of the Tax Reform Act on net deferred tax assets

42.1

—

19.6

—

Other

0.7

0.4

0.2

0.2

Effective tax rate

70.6

%

40.2

%

32.7

%

40.0

%

The ~~recently enacted Tax Reform Act allows for a 100% deduction for~~Company is subject to the ~~repatriation~~examination of ~~foreign subsidiary earnings~~ ~~with minimal U.S.~~its income tax ~~consequences other than the one-time deemed repatriation toll charge. Since most of the Company’s cash~~

and cash equivalents are held by foreign subsidiaries which are disregarded entities for domestic tax purposes, any repatriation of such funds to the U.S. would likely have a nominal tax impact, if any.

The Company and its subsidiaries are subject to U.S. federal income tax, as well as income tax of multiple state and foreign jurisdictions. Fiscal years 2012 through 2017 remain open to examination in Germany and Abiomed Europe GmbH, the Company’s main operating subsidiary in Germany, is currently being audited for fiscal years 2012 through 2015. In July 2017, the Company was notifiedreturns by the Internal Revenue Service ~~or IRS, that it has selected~~and other tax authorities. The outcome of these audits cannot be predicted with certainty. The Company’s most recent completed income tax audits were in the U.S., relating to fiscal year 2016 and in Germany, which covered fiscal years 2016 through 2019. These tax audits did not materially impact the Company’s federal tax return for fiscal 2016 for examination. In September 2017, the Company was notified by German tax authorities that our ECP subsidiary in Germany will be audited for the year ended December 31, 2014 and the three months ended March 31, 2015.financial statements. All other tax years remain subject to examination by the IRS, state and ~~state~~foreign tax authorities, because the Company has net operating loss and tax credit carryforwards which may be utilized in future years to offset taxable income, those years may also be subject to review by relevant taxing authorities if the carryforwards are utilized.authorities.

Note ~~10. Commitments~~15. Commitments and Contingencies

~~Commitments~~

~~Leases~~

The Company’s corporate headquarters is located in Danvers, Massachusetts. This facility encompasses most of the Company’s U.S. operations, including research and development, manufacturing, sales and marketing and general and administrative departments. In October 2017, the Company entered into a purchase and sale agreement to purchase its corporate headquarters for approximately $16.5 million and terminated its existing lease arrangement (See Note 5).

In February 2017, the Company entered into a lease agreement for an additional 21,603 square feet of office space in Danvers, Massachusetts, which expires on July 31, 2022. In December 2017, the Company entered into an amendment to this lease to extend the lease term through August 31, 2025 and to add an additional 6,607 square feet of space in which rent would begin around June 1, 2018. The amendment also allows the Company a right of first offer to purchase the property from January 1, 2018 through August 31, 2035, if the lessor decides to sell the building or receives an offer to purchase the building from a third-party buyer. The annual rent expense for the lease is estimated to be $0.4 million.

In September 2016, the Company entered into a lease agreement in Berlin, Germany which commenced in May 2017 and expires in May 2024. The annual rent expense for the lease is estimated to be $0.3 million.

~~In October 2016, t~~he Company entered into a lease agreement for an office in Tokyo, Japan and expires in September 2021. The office houses administrative, regulatory, and training personnel in connection with the Company’s commercial launch in Japan. The annual rent expense for the lease is estimated to be $0.9 million.

~~Contingencies~~

From time to time, the Company is involved in legal and administrative proceedings and claims of various types. In some actions, the claimants seek damages, as well as other relief, which, if granted, would require significant expenditures. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in liability to the Company and the amount of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its consolidated financial statements.

In April 2014, the Company received an administrative subpoena from the Boston regional office of the United States Department of Health and Human Services, or HHS, Office of Inspector General requesting materials relating to the Company’s reimbursement of employee expenses and remuneration to healthcare providers from July 2012 through December 2012, in connection with a civil investigation under the False Claims Act (the “FCA Investigation”). Subsequently, the Company received Civil Investigative Demands from the U.S. Attorney’s Office for the District of Massachusetts that collectively sought additional information relating to this matter for the time period of January 1, 2011 through September 14, 2016. 21

Maquet Matters

The Company continues to cooperate with the government in this investigation and is exploring ways to resolve this matter with the government. The Company is not able to predict what action, if any, might be taken in the future as a result of the investigation, or the potential impact on its financial position.

~~Thoratec Corporation, or Thoratec, a subsidiary of Abbott Laboratories,~~ has ~~challenged a number of Company owned~~been litigating certain patents in Europe in connection with the launch of their HeartMate PHP medical device, or PHP, in Europe. These actions relate to Thoratec’s ability to manufacture and sell their PHP product in Europe. These actions do not relate to the Company’s ability to manufacture or sell its Impella line of devices.

~~In December 2014, Thoratec filed a nullity suit in the German Federal Patent Court against a German “pigtail” patent~~ owned by the Company with a flexible extension feature, and auxiliary pigtail, basket and funnel features. The validity hearing was held in November 2016 and the Federal Patent Court found the patent invalid. The Company is appealing this decision.

In August 2015, Thoratec filed a nullity action in the German Federal Patent Court against two Company owned patents covering a “magnetic clutch” feature. These magnetic clutch patents were acquired by the Company in July 2014, in connection with its acquisition of ECP and AIS. The validity hearing for the magnetic clutch patents was held in June 2017. The Company’s patents were upheld in an amended form to focus on the structure and interaction of the magnets in the clutch. The Federal Patent Court found certain unamended claims to be invalid. The Company is appealing the decision with respect to the unamended claims.

In September 2015, the Company filed counterclaims in the magnetic clutch action in Germany asserting that the PHP product infringes the two magnetic clutch patents, a European pigtail patent, and the German pigtail patent. The infringement trial has been stayed, pending resolution of the German nullity actions.

In February 2017, Thoratec filed an opposition in the European Patent Office against a Company owned patent acquired in connection with the acquisition of ECP and AIS relating to a housing structure for an expandable pump. The Company filed an initial response to the opposition in July 2017. In December 2017, Thoratec filed an opposition in the European Patent Office against a Company owned patent acquired in connection with the acquisition of ECP and AIS relating to a pump having a shaft cap with an atraumatic ball. The Company’s due date for responding to the opposition is May 27, 2018.

~~In December 2015, the Company received a letter from~~ Maquet Cardiovascular LLC ~~or Maquet, a subsidiary of the Getinge Group, asserting that the Company’s Impella devices infringe certain claims having guidewire, lumen and sensor features, which were~~(“Maquet”) in two ~~Maquet patents and one~~separate cases pending ~~patent application~~ in the U.S. and elsewhere, and attached a draft litigation complaint and encouraged the Company to take a license from Maquet. In January 2016, the Company responded to Maquet stating that it believed that the cited claims were invalid and that its Impella devices did not infringe the cited patents. In May 2016, Maquet notified the Company that its pending U.S. patent application had been issued as a U.S. patent, repeated their earlier assertion and encouraged the Company to discuss taking a license from Maquet. The three patents expire September 2020, December 2020 and October 2021. In May 2016, the Company filed suit in U.S. District Court for the District of Massachusetts (“D. Mass” or ~~D. Mass., against Maquet seeking~~“the Court”) since 2016.

In May 2016, the Company filed a declaratory judgment action (the “2016 Action”) alleging that ~~the Company’s Impella devices do~~it does not infringe Maquet’s ~~cited patent rights.~~

~~In August 2016, Maquet sent a letter~~patent. Following the claim construction (“Markman”) order issued in November 2018, and prior to the ~~Company identifying four new U.S. continuation patent filings with claims that Maquet alleges are infringed by~~close of discovery, both parties filed series of motions. On September 30, 2021, the Court granted the Company’s ~~Impella devices. Of~~Motion for Summary Judgement (“MSJ”) for non-infringement of the ~~four U.S. continuation applications, one issued as~~two claims remaining in this case. Maquet moved for reconsideration of the MSJ order, which the Court denied on November 30, 2021. The Court has not entered a patent on January 17, 2017, one issued as a patent on February 7, 2017, one issued as a patent on March 21, 2017, and one issued as a patent on October 17, 2017. These four issued patents will expire in September 2020.

~~In September 2016, Maquet filed a response~~final judgement; therefore, the case is not yet appealable to the Company’s suit in D. Mass., including various counterclaims alleging that the Company’s Impella 2.5, Impella CP, Impella 5.0, and Impella RP heart pumps infringe certain claims of the three original issued U.S. patents. On June 15,Federal Circuit.

In November 2017, Maquet filed a motion for leave to amend its infringement counterclaims to add the first three additional U.S. continuation patents mentioned above and to file various false advertising, unfair competition claims under state law and under the Lanham Act, and a trademark cancellation in the pending case. Maquet’s amended complaint and counterclaim, like those it originally filed, seek injunctive relief and monetary damages in the form of a reasonable royalty, with three times the amount for alleged willful infringement. The amended complaint admits that Maquet’s currently commercially available products do not embody the claims of the asserted patents. On July 21, 2017, the Court granted the motion in part, allowing the three additional continuation patents to be added to the case, and denied the motion to add the false advertising claims, Lanham Act claims, and the trademark cancellation claims. On October 26, 2017, Maquet filed an amended answer, adding a new counterclaim alleging infringement of an additional seventh patent. Maquet did not seek leave to amend the pleadings and did not first consult with the Company concerning this addition. On November 11, 2017, after Maquet refused to withdraw the patent, the Company filed a motion to strike the seventh patent of Maquet’s counterclaims on the grounds that Maquet did not seek leave to add the patent and had amended its pleadings after the deadline set by the Court. On November 15, 2017, Maquet informed the Court that it would agree to voluntarily withdraw the seventh patent. In response on November 22, 2017, Maquet filed a second lawsuitaction in D. Mass alleging that the Company’s Impella 2.5®, Impella CP®, and Impella 5.0® heart pumps infringe certain claims of ~~the seventh patent. In the complaint Maquet seeks injunctive relief and monetary damages~~another patent in the ~~form of a reasonable royalty, with three times the amount for alleged willful infringement. Discovery is ongoing~~same family (the seventh patent overall between both cases). The Parties submitted Markman briefs and ~~the~~argued their respective positions in November 2019. A Markman ~~Hearing~~order has not yet issued, and discovery remains ongoing.

The asserted patents in both cases expired on ~~claim interpretation has been rescheduled for March 13, 2018.~~September 1, 2020.

With regard to the first six Maquet patents mentioned above, in March and April 2017 the Company filed requests for inter partes review, or IPR, at the U.S. Patent & Trademark Office’s Patent Trial and Appeals Board, or PTAB, asserting that the claims are invalid in view of prior art blood pump technology. In September and October 2017, the PTAB denied institution on these IPR requests filed by the Company. In September 2017, the Company filed additional IPRs and the institution decisions are expected in March 2018.

~~The Company cannot estimate what the potential outcome of these claims will be at this time. Discovery is ongoing and the hearing on claim interpretation is scheduled for March 2018.~~

The Company is unable to estimate the potential liability with respect to the legal matters noted above. There are numerous factors that make it difficult to meaningfully estimate possible loss or range of loss at this stage of the legal proceedings, including ~~that~~ the ~~FCA Investigation~~significant number of legal and ~~patent disputes with Thoratec and Maquet remain either in relatively early stages, or there are significant~~ factual ~~and legal~~ issues still to be resolved ~~and information obtained or rulings made during any lawsuits or investigations that could affect~~in the ~~methodology for calculation.~~Maquet patent disputes.

Note ~~11.~~16. Segment and ~~Enterprise Wide Disclosures~~Geographic Information

~~The Company operates in one business segment—the research, development~~Segment Information

Operating segments are components of an enterprise for which separate financial information is available and ~~sale of medical devices to assist or replace~~is evaluated regularly by the ~~pumping function of the failing heart. The~~ Company’s chief operating ~~decision maker~~decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM (determined to be the Chief Executive Officer) ~~does not manage any part of~~reviews the ~~Company separately,~~business, makes investment and ~~the~~resource allocation ~~of resources~~decisions, and ~~assessment of~~assesses operating performance ~~are~~ based on the Company’s consolidated operating results. ~~International sales (sales~~The Company operates as 1 reportable segment.

Geographic Information

Sales outside the U.S. ~~and primarily in Europe)~~ accounted for ~~11%~~18% of total ~~product~~ revenue infor each of the three ~~and nine~~ months ended ~~December 31, 2017, respectively,~~June 30, 2022 and ~~9% of total product revenue in each of the three and nine months ended December 31, 2016, respectively.~~ ~~Most of the Company’s~~2021.

Geographic information about long-lived assets, ~~are located~~net excluding goodwill and other intangible assets is as follows:


	June 30, 2022		March 31, 2022
	(in thousands)
United States	$	146,573	$	147,403
Europe		55,832		59,368
Japan		4,438		5,237
Total	$	206,843	$	212,008

Note 17. Employee Benefit Plans

The Company sponsors voluntary 401(k) retirement savings plans for eligible employees in the U.S. ~~except for~~and Japan. The Company matches the contributions of participating employees on the basis of percentages specified in each plan. Total expense related to the Company's matching contributions to the plans was $~~31.7~~1.4 million and ~~$23.2~~$1.2 million ~~at December 31, 2017~~for the three months ended June 30, 2022 and ~~March 31, 2017, respectively, which are located primarily in Germany.~~2021, respectively.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~ITEM 2:~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~ ~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

Forward Looking Statements

This Report, ~~contains~~including the documents incorporated by reference in this Report, includes forward-looking statements within the meaning of ~~Section 27A of~~ the Private Securities Litigation Reform Act of ~~1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Any~~1995. All statements, other than ~~one conveying solely~~statements of historical facts, ~~is a~~may be forward-looking ~~statement.~~statements. These forward-looking statements may be accompanied by such words ~~such~~ as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “should,” “likely,” “will” and other words and terms of similar meaning. ~~These forward-looking statements address various matters including, among others, future actions related to ongoing investigations~~

The following discussion and litigation and expenditures related thereto; the development and commercialization of new and existing products and anticipated costs, including research and development, sales and marketing and training costs associated with product development and commercialization; the anticipated launch dates of technological improvements in existing products and studies in pipeline products; expected capital expenditures for the fiscal year ending March 31, 2018; commercial plans for our products into new markets such as Japan; expected enrollment in our prospective feasibility study; demand and expected shipments of our products; anticipated shifts in the revenue mix associated with our products; our ability to increase revenue from our Impella® line of products and the sufficiency of revenue to fund future operations; the impact of market factors such as changes in interest rates, currency exchange rates on our securities and the fair valueanalysis of our financial ~~instruments; awards~~condition and results of ~~performance and market-based restricted stock units; and the impact of ASU 2016-09 on~~operations should be read in conjunction with our condensed consolidated financial statements and ~~disclosures. Each forward-looking statement~~the accompanying notes included in this ~~Report is~~Report. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs, which are subject to risks, uncertainties and ~~uncertainties that could cause~~assumptions. Our actual results tocould differ materially from those expressed or implied by such ~~statement, including, among others: our inability to predict the outcome of investigations and litigation and associated expenses; possible delays~~statements. The forward-looking statements in ~~our research and development programs; our ability to obtain regulatory approvals and market our products,~~this Report are based on certain risks and uncertainties, ~~related to regulatory processes; greater government scrutiny and regulation of the medical device industry and our ability to respond to changing laws and regulations affecting our industry,~~ including, ~~any reforms~~but not limited to, the ~~regulatory approval process administered by the U.S Food and Drug Administration, or FDA, and changing enforcement practices related thereto; the inability to manufacture products~~risk factors described in ~~commercial quantities at an acceptable cost; the acceptance by physicians and hospitals~~“Part I, Item 1A. Risk Factors” of our ~~products; the impact of competitive products and pricing; uncertainties associated with future capital needs and the risks identified under Item 1A of Part I of our Annual Report~~annual report on Form 10-K for the year ended March 31, ~~2017, as well as~~2022 and the following: the impact of public health threats and epidemics, including the COVID-19 pandemic; the impact of prolonged economic downturns on our operations and financial conditions; fluctuations in foreign currency exchange rates and inflation; climate change; corporate social responsibility and sustainability matters; our dependence on Impella® products for most of our revenues; our ability to successfully compete against our existing or potential competitors; the acceptance of our products by cardiac surgeons and interventional cardiologists, especially those with significant influence over medical device selection and purchasing decisions; the effect of long sales and training cycles associated with expansion into new hospital cardiac centers; the potential for reduced market acceptance of our products and reduced revenue due to lengthy clinician training process; our ability to effectively manage our growth; our ability to anticipate demand for, and successfully commercialize, our products; the impact of unsuccessful clinical trials or procedures relating to products under development; our ability to develop new circulatory assist products and our development efforts; our ability to develop additional and high-quality manufacturing capacity to support continued demand for our products; our dependence on third-party payers to provide reimbursement to our customers of our products; our suppliers’ failure to provide the components we require; our reliance on distributors to sell our products in international markets; our success in expanding our direct sales activities into international markets; our ability to sustain profitability at levels achieved in recent years; the unpredictability of fluctuations in our operating results; our ability to develop and commercialize new products or acquire desirable companies, products or technologies; inventory write-downs and other ~~information we file~~costs due to product quality issues; risks and liabilities associated with acquisitions of other companies or businesses, including our ability to integrate acquired businesses into our operations; the impact of consolidation in the healthcare industry on our prices; our ability to attract and retain key personnel; our ability to obtain and maintain governmental and other regulatory approvals and market and sell our products in certain jurisdictions; regulatory or enforcement actions and product liability suits relating to off-label uses of our products; the increased risk of material product liability claims and impact on our reputation and financial results; our ability to maintain compliance with regulatory requirements and continuing regulatory review; the impact of mandatory or voluntary product recalls; changes in healthcare policy and reimbursement systems in the U.S. and abroad; our ability to comply with healthcare “fraud and abuse” laws and any related penalties for non-compliance; our failure to comply with the ~~Securities~~U.S. Foreign Corrupt Practices Act and ~~Exchange Commission. Readers are cautioned not~~other anti-corruption laws, export control laws, import and customs laws, trade and economic sanctions laws and other laws governing our operations; our or our vendors’ ability to ~~place considerable reliance~~achieve and maintain high manufacturing standards; the economic effects of “Brexit” and related impacts to relationships with our existing and future customers; our potential “ownership change” for U.S. federal income tax purposes and our limited utilization of net operating losses and income tax credit carryforwards from prior tax years; our ability to maintain compliance with, and the impact on us of changes in, tax laws; our ability to comply with, and the impact of any ~~forward-looking statements contained~~related costs or regulatory actions with respect to, environmental, health and safety requirements; our failure to protect our intellectual property, both domestically and internationally, or develop or acquire additional intellectual property; claims that our current or future products infringe or misappropriate the proprietary rights of others; compliance with laws protecting the confidentiality of patient health information; disruptions of critical information systems or material breaches in ~~this Report, which speak only as~~the security of our systems; risks relating to our shares of common stock, including market price volatility and the ~~date~~potential for dilution to our stockholders’ ownership interests through the sale of this Report. We undertake no obligation to update or revise these forward-looking statements whether as a result of new information, future events or otherwise, unless required by law. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.additional securities.

~~Overview~~

Overview

We are a ~~leading~~ provider of ~~temporary mechanical~~medical devices that provide circulatory support ~~devices,~~ and ~~we offer a continuum of care to heart failure patients.~~oxygenation. We develop, manufacture and market proprietary products that are designed to enable the heart to rest ~~heal~~ and recover by improving blood flow ~~to the coronary arteries and end-organs~~ and/or ~~temporarily assisting~~performing the pumping function of the ~~heart.~~heart and provide sufficient oxygenation to those in respiratory failure. Our products are used in the cardiac catheterization lab, or cath lab, by interventional cardiologists ~~the electrophysiology lab, the hybrid lab~~ and in the heart surgery suite by ~~heart surgeons. A physician may use our devices~~cardiac surgeons for patients who are in need of hemodynamic support prophylactically ~~urgently~~ or emergently before, during or after angioplasty or heart surgery procedures. We believe that heart recovery is the optimal clinical outcome for a patient experiencing heart failure because it enhances the potential for the patient to go home with ~~the patient’s~~their own ~~native~~ heart, facilitating the restoration of quality of life. In addition, we believe that, for the care of such patients, heart recovery is often the most cost-effective solution for the healthcare system.

COVID-19 Pandemic

We are 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 our business and markets, including our workforce and the operations of our 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, we believe we are likely to continue to experience variable impacts on our business. To ensure the health and safety of our global employees, we continue to offer onsite COVID-19 testing and vaccinations in order to maintain a safe working environment. Our proactive testing and vaccination programs have reduced exposure with early detection and enabled our manufacturing facilities to operate at full capacity.

The depth and extent to which the COVID-19 pandemic may directly or indirectly impact our 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, our 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. We continue to closely monitor the impact of COVID-19 on all aspects of our business and geographies, including any impact on our customers, including the ongoing hospital labor shortages, employees, suppliers, vendors, business partners and distribution channels, as well as on procedures and the demand for our products by keeping apprised of local, regional, and global COVID-19 surges (including new variants of the virus).

While we cannot reliably estimate the extent to which the COVID-19 pandemic may impact patient utilization and revenues of our products, our focus is to continue increasing patient utilization of our Impella devices in the U.S. and growing our business internationally, with a continued focus on Europe and Japan. As of the date of issuance of these financial statements, the extent to which the COVID-19 pandemic may materially adversely affect our financial condition, liquidity or results of operations is uncertain.

Macroeconomic Conditions

Our revenues and results of operations may be susceptible to fluctuations in macroeconomic conditions, including inflation and slowing economic growth and contractions, fluctuations in the rate of exchange between the U.S. dollar and foreign currencies, changes in customer and consumer sentiment and demand, increasing prices for raw materials, transportation and labor costs, disruptions in the manufacturing, supply and distribution operations of us and our suppliers. The nature and extent of the impact of these factors among others varies by region and remains uncertain and unpredictable.

Acquisition of preCARDIA

We acquired 100% interest in preCARDIA on May 28, 2021. preCARDIA is a developer of a proprietary catheter and controller that will complement Abiomed’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. We acquired preCARDIA for a purchase price of $115.2 million. The acquisition was accounted for as an asset acquisition as substantially all of the fair value of the acquisition related to the acquired in-process research and development asset. 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 statements of operations for the three months ended June 30, 2021. In addition, we recognized a gain of $21.0 million related to our previously owned minority interest within the condensed consolidated statements of operations for the three months ended June 30, 2021. In connection with the acquisition, we acquired a license agreement, under which there is a potential payout of $5 million based on the achievement of a commercial milestone.

Our Existing Products

Our strategic focus and the primary driver ~~of the majority~~ of our revenue growth is the market penetration of our family of ~~Impella®~~Impella® heart pumps. The Impella device portfolio, which includes the Impella ~~2.5® Impella CP®~~2.5®, Impella ~~RP®~~CP®, Impella ~~LD®~~5.0®, Impella LD®, Impella 5.5® and Impella ~~5.0®~~RP® devices, has supported ~~numerous~~thousands of patients worldwide. ~~We expect that all of~~

As we continue to innovate our product and service revenue in the near future will be from our Impella devices. Revenues from our non-Impella devices, largely focused on the AB5000 device used in the heart surgery suite, have been decreasing over the past several years andportfolio, we ~~are no longer selling the AB5000 as we have strategically shifted~~expect to continue to transition our sales ~~and marketing efforts towards our~~focus to newer generations of Impella devices ~~and~~over time. In the ~~cath lab.~~

~~In March 2015,~~catheterization lab, we ~~received a Pre-Market Approval, or PMA,��~~expect to continue shifting sales focus from ~~the FDA for use of~~ the Impella 2.5 device ~~during elective and urgent high-risk percutaneous coronary intervention, or PCI, procedures. In December 2016, the FDA expanded this PMA approval in the U.S.~~ to ~~include~~ the Impella CP ~~device. With these PMA indications,~~device and in the surgical suite, from the Impella ~~2.5 and~~5.0 device to the Impella ~~CP devices provide the only minimally invasive treatment options indicated for use during high-risk PCI procedures in the U.S. In April 2016, the FDA approved~~5.5 device. Accordingly, we expect that a PMA supplement for our Impella 2.5, Impella CP, Impella 5.0 and Impella LD devices to provide treatment for ongoing cardiogenic shock that occurs following a heart attack or open heart surgery. The intentgreater concentration of our ~~Impella system therapy is to reduce~~

~~ventricular work and to provide the circulatory support necessary to allow heart recovery and early assessment of residual myocardial function.~~

~~In September 2017, we received a PMA~~product revenues will be from the FDA for the Impella RP® heart pump. This latest approval follows the prior FDA Humanitarian Device Exemption (HDE) received in January 2015 and adds the Impella RP heart pump to our platform of PMA approved devices. The Impella RP heart pump is indicated for providing temporary right ventricular support for up to 14 days in patients with a body surface area ≥1.5 m², who develop acute right heart failure or decompensation following left ventricular assist device implantation, myocardial infarction, heart transplant, or open-heart surgery. With this approval, the Impella RP heart pump is the only percutaneous temporary ventricular support device that is FDA-approved as safe and effective for right heart failure as stated in the indication.

~~Our Impella 2.5, Impella 5.0, Impella LD,~~ Impella CP and Impella ~~RP devices also have CE Mark approval and Health Canada approval, which allows us to market these~~5.5 devices in the ~~European Union~~future.

Below is a summary of our existing products and ~~Canada.~~

~~In September 2016, we~~the countries where they have received Pharmaceuticals and Medical Devices Agency, or PMDA, approval from the Japanese Ministry of Health, Labour & Welfare, or MHLW, for our Impella 2.5 and Impella 5.0 heart pumps to provide treatment of drug-resistant acute heart failure in Japan. In July 2017, we received approval from the MHLW for reimbursement for the Impella 2.5 and 5.0 heart pumps. Reimbursement in Japan for the Impella 2.5 and 5.0 is equivalent to our average Impella sales price in the U.S. and we commenced commercialization in Japan during the three months ended September 30, 2017. The first Japanese patient was treated with the Impella device in October 2017 and we are conducting a controlled Impella device launch at a limited number of hospitals. We do not expect to have any material revenue in Japan during fiscal 2018.

In May 2017, we announced the enrollment of the first patient in the FDA approved prospective multi-center feasibility study, STEMI Door to Unloading with Impella CP system in acute myocardial infarction. The trial focuses on the feasibility and safety of unloading the left ventricle using the Impella CP heart pump prior to primary PCI in patients presenting with ST segment elevation myocardial infarction, or STEMI, without cardiogenic shock with the hypothesis that this will potentially reduce infarct size. The study, which received FDA approval in October 2016, will enroll up to 50 patients at 10 sites. We expect to complete enrollment in fiscal 2019.

regulatory approval. We expect to continue to make additional ~~PMA supplement~~regulatory submissions for our ~~Impella portfolio of devices~~products for additional ~~indications.~~indications and in additional countries.

~~Our Existing Products~~

Impella 2.5®

The Impella 2.5 device is a percutaneous ~~micro~~ heart pump with an integrated motor and sensors. The ~~device~~technology is designed primarily for use by interventional cardiologists to support patients in the cath lab who may require assistance to maintain circulation. The Impella 2.5 heart pump can be quickly inserted via the femoral artery to reach the left ventricle of the heart, where it is directly deployed to draw blood out of the ventricle and deliver it to the circulatory system. This function is intended to reduce ventricular work and provide blood flow to vital organs. The Impella 2.5 heart pump is introduced with normal interventional cardiology procedures and can pump up to 2.5 liters of blood per minute.

The Impella 2.5 device received 510(k) clearance from the FDA in June 2008 for partial circulatory support for up to six hours. In March 2015, we received a PMA from the FDA for the use of the Impella 2.5 device during elective and urgent high-risk PCI procedures. With this PMA indication, the Impella 2.5 device became the first FDA approved hemodynamic support device for use during high-risk PCI procedures. Under this first PMA, the Impella 2.5 is a temporary (up to six hours) ventricular support device indicated for use during high-risk PCI performed in elective or urgent hemodynamically stable patients with severe coronary artery disease and depressed left ventricular ejection fraction, when a heart team, including a cardiac surgeon, that has determined high-risk PCI is the appropriate therapeutic option. Use of the Impella 2.5 device in these patients may prevent hemodynamic instability that may occur during planned temporary coronary occlusions and may reduce periprocedural and post-procedural adverse events. The product labeling allows for the clinical decision by physicians to leave the Impella 2.5 device in place beyond the intended duration of up to six hours should unforeseen circumstances arise.

In April 2016, the FDA approved a supplement to our March 2015 PMA approval for the use of our Impella 2.5, Impella CP, Impella 5.0 and Impella LD devices to provide treatment for ongoing cardiogenic shock. This PMA supplement covers a set of indications related to the use of the Impella devices in patients suffering cardiogenic shock following acute myocardial infarction or cardiac surgery and allows for a longer duration of support.

Pursuant to the April 2016 PMA approval, the Impella 2.5, Impella CP, Impella 5.0 and Impella LD catheters, in conjunction with the Automated Impella Controller, or AIC, were approved as temporary ventricular support devices intended for short term use (≤ 4 days for the Impella 2.5 and Impella CP, and ≤ 6 days for the Impella 5.0 and LD) and indicated for the treatment of ongoing cardiogenic shock that occurs immediately (< 48 hours) following acute myocardial infarction or open heart surgery as a result of isolated left ventricular failure that is not responsive to optimal medical management and conventional treatment measures. The intent of the Impella system therapy is to reduce ventricular work and to provide the circulatory support necessary to allow heart recovery and early assessment of residual myocardial function. Optimal medical management and convention treatment measures include volume loading and use of pressors and inotropes, with or without an intraortic balloon pump, or IABP.

~~The~~Our Impella 2.5 device has ~~CE Mark approval in Europe for up to five days of use~~received FDA and ~~is approved for use in up to 40 countries. The Impella 2.5 device also has Health Canada approval~~PMDA approvals which allows us to market ~~the device in Canada.~~

In September 2016, we received PMDA approval from the Japanese MHLW for our Impella 2.5 and Impella 5.0 heart pumps to provide treatment of drug-resistant acute heart failure in Japan. In July 2017, we received approval from the MHLW for reimbursement for the Impella 2.5 and 5.0 heart pumps. Reimbursement in Japan for the Impella 2.5 and 5.0 is equivalent to our average Impella sales priceit in the U.S. and ~~we commenced commercialization~~Japan, respectively. The technology is also approved for use in Japan during the three months ended September 30, 2017. The first Japanese patient was treated with the Impella device in October 2017 and we are conducting a controlled Impella device launch at a limited number of hospitals. We do not expect to have any significant revenue in Japan during fiscal 2018.multiple other countries.

Impella CP®

~~In September 2012, we announced that the Impella CP device received 510(k) clearance from the FDA.~~ The Impella CP device provides blood flow of ~~approximately one liter more~~up to 4.3 liters of blood per minute ~~than the Impella 2.5 device~~ and is primarily used by either interventional cardiologists to support patients in the cath lab or by cardiac surgeons in the heart surgery suite.

~~In April 2016, the FDA approved the PMA supplement for certain of our devices, including our Impella CP device to provide treatment for ongoing cardiogenic shock.~~

In December 2016, we received PMA approval from the FDA for the use of the Impella CP device during elective and urgent high-risk PCI procedures, identical to the indication for use for the Impella 2.5 device. This approval allows the Impella CP to be used as a temporary (≤ 6 hours) ventricular support system indicated for use during high risk PCI procedures performed in elective or urgent hemodynamically stable patients with severe coronary artery disease and depressed left ventricular ejection fraction, when a heart team, including a cardiac surgeon, has determined that high risk PCI is the appropriate therapeutic option. The product labeling allows for the clinical decision by physicians to leave the Impella CP device in place beyond the intended duration of up to six hours should unforeseen circumstances arise.

The primary endpoints of the feasibility study will focus on safety, including Adverse Cardiovascular and Cerebrovascular Events, or MACCE, at 30 days. All patients will undergo cardiac magnetic resonance imaging to assess infarct size as a percent of left ventricular mass at 30 days post-PCI. Patients will be randomized to Impella CP placement with immediate primary PCI, or to Impella CP placement with 30 minutes of unloading prior to primary PCI. The hypothesis of this novel approach to treating STEMI patients, based on extensive mechanistic research, is that unloading the left ventricle prior to PCI reduces myocardial work load, oxygen demand and also initiates a cardio-protective effect at the myocardial cell level, which may alleviate myocardial damage caused by reperfusion injury at the time of revascularization. This feasibility study will help refine the protocol and lay the groundwork for a future pivotal study with more sites and patients and will be designed for statistical significance.

We are currently developing optical sensor technology which is intended to provide enhanced monitoring capability, reduce setup time and improve ease of use for physicians. The optical sensor technology is approved under CE Mark in Europe and we anticipate beginning to incorporate the technology into our Impella CP devices in fiscal 2019.

~~The~~Our Impella CP device has received FDA, CE Mark, ~~approval~~PMDA approvals which allows us to market it in ~~Europe for up to five days of use~~the U.S., European Union and Japan, respectively. The technology is also approved for use in ~~up to 40~~multiple other countries.

Impella 5.0® and Impella LD®

The Impella 5.0 and Impella LD devices are percutaneous ~~micro~~ heart pumps with integrated motors and sensors for use primarily in the heart surgery suite. These devices are designed to support patients who require higher levels of circulatory support as compared to the Impella ~~2.5.~~

The Impella 5.0 device can be inserted into the left ventricle via femoral cut down or through the axillary artery. The Impella 5.0 device is passed into the ascending aorta, across the valve and into the left ventricle. The Impella LD device is similar to the Impella 5.0 device, but it is implanted directly into the ascending aorta through an aortic graft. Both of these procedures are normally performed with the assistance of heart surgeons in the surgery suite. The Impella 5.02.5 and Impella ~~LD devices can pump up to five liters of blood per minute, potentially providing full circulatory support.~~CP devices.

The Impella 5.0 and Impella LD devices originally received 510(k) clearance in April 2009, for circulatory support for up to six hours. In April 2016, the FDA approved the PMA supplement for certain of our devices, including the Impella 5.0 and Impella LD devices to provide treatment for ongoing cardiogenic shock following a heart attack or open heart surgery.

~~The~~Our Impella 5.0 and Impella LD devices have received FDA, CE Mark, PMDA approvals which allow us to market them in the U.S., European Union and Japan, respectively. The technology is also approved for use in multiple other countries.

Impella 5.5®

The Impella 5.5 device is designed to be a percutaneous heart pump with integrated motors and sensors. The Impella 5.5 device delivers peak flows of greater than six liters per minute. The Impella 5.5 device has a motor housing that is thinner and 45% shorter than the Impella 5.0 device and it improves ease of pump insertion through the vasculature.

In September 2019, the Impella 5.5 device received PMA approval from the FDA for safety and efficacy in the therapy of cardiogenic shock for up to 14 days in the U.S. The Impella 5.5 device was introduced in the U.S. through a controlled rollout at hospitals with established heart recovery protocols beginning in fiscal year 2020. In April 2018, the Impella 5.5 device received CE Mark approval in Europe ~~for up~~and was introduced in Europe through a controlled rollout, similar to ~~ten days’ duration and are approved for use in over 40 countries.~~

the U.S. In ~~July 2017, we received approval from the MHLW for reimbursement for~~November 2021, the Impella ~~2.5~~5.5 device received PMDA approval and ~~5.0 heart pumps. Reimbursement~~we began a controlled rollout in Japan ~~for the Impella 2.5 and 5.0 is equivalent~~in fiscal year 2022, similar to ~~our average Impella sales price in~~ the U.S. and we commenced commercialization in Japan during the three months ended September 30, 2017. The first Japanese patient was treated with the Impella device in October 2017 and we are conducting a controlled Impella launch at a limited number of hospitals. We do not expect to have any material revenue in Japan during fiscal 2018.Europe.

Impella RP®

The Impella RP device is a percutaneous catheter-based axial flow pump that is designed to allow for greater than four liters of blood flow per minute and is intended to provide the flow and pressure needed to compensate for right side heart failure. Our Impella RP device has received FDA and CE Mark approval which allows us to market this technology in the U.S. and European Union. The Impella RP device is the first percutaneous ~~single access~~ heart pump designed for right heart support to receive FDA approval. The Impella RP device is approved to provide support of the right heart during times of acute failure for certain patients who have received a left ventricle assist device or have suffered heart failure due to ~~acute myocardial infarction, or~~ AMI, a failed heart transplant, or following open heart surgery.

~~In November 2012,~~ Additionally, we have adapted the Impella RP device received U.S. investigational device exemption, or IDE, approval from the FDA for use in RECOVER RIGHT, a pivotal clinical study in the U.S. This was a study of 30 patients who presented signs of right side heart failure, required hemodynamic support, and were capable of being treated in the catheterization lab or cardiac surgery suite. The study was completed in March 2014 and collected safety and effectiveness data on the percutaneous usedesign of the Impella RP device to be implanted through the internal jugular vein in the neck; we believe this approach is the preferred method for heart surgeons as it allows for patient ambulation. We anticipate making a regulatory submission for this technology in fiscal year 2023.

Impella SmartAssist®

The Impella SmartAssist platform includes optical sensor technology for improved pump positioning and ~~was submitted~~the use of algorithms that enable improved native heart assessment during the weaning process. The Impella SmartAssist platform is currently available for our Impella CP, Impella 5.5 and Impella RP heart pumps. The Impella SmartAssist platform received FDA, CE Mark and PMDA approvals which allows us to market it in the U.S., European Union and Japan, respectively. The technology is also approved for use in multiple other countries.

Impella Connect®

Impella Connect is a cloud-based technology that enables secure, remote viewing of the Automated Impella Controller, or AIC, for physicians and hospital staff. We began a controlled rollout of Impella Connect at certain hospital sites during fiscal year 2020 and have transitioned most of our customers to this technology. We continue to introduce this technology to hospitals outside the U.S.

Abiomed Breethe OXY-1 System™

The Breethe OXY-1 System is a portable external respiratory assistance device that we acquired as part of our acquisition of Breethe, in April 2020 in connections with our efforts to expand our product portfolio to support the needs of patients, such as those suffering from cardiogenic shock or respiratory failure, whose lungs can no longer provide sufficient oxygenation. The Breethe OXY-1 System takes venous blood from the patient, removes carbon dioxide and adds oxygen much like a human lung, and returns the oxygenated blood safely back to the patient. In October 2020, the Breethe OXY-1 System received 510(k) clearance from the FDA ~~in support~~for an all-in-one, compact cardiopulmonary bypass system. We have conducted a controlled launch of ~~an HDE submission. An HDE is similar to~~the Breethe OXY-1 System at a ~~PMA application but is intended for patient populations~~limited number of ~~8,000 or less per year~~hospitals in the U.S. and have seen positive results regarding survival, blood compatibility, durability of the Pump Lung Unit (“PLU”), hemodynamic flow rates and ease of patient ambulation. Based on our early patient study, we identified areas of improvement around the electronics of the console and implemented a voluntary recall at the seven hospitals where the Breethe OXY-1 Systems were placed in fiscal year 2022. Until the corrective action is ~~subject~~completed, we are not expanding the number of patients or centers under the controlled launch. The console upgrades require 510(k) clearance from the FDA. We expect to ~~certain profit~~resume commercialization of the Breethe OXY-1 System under a controlled rollout in the second half of fiscal year 2023.

Our Product Pipeline

Impella ECP™

The Impella ECP device is designed for blood flow of greater than three and a half liters per minute. It is intended to be delivered on a standard sized (9 French) catheter and will include an expandable inflow in the left ventricle. The Impella ECP device has achieved initial FDA safety milestones, including completion of the first stage in its FDA early feasibility study (“EFS”). The prospective, multi-center, single arm EFS is designed to allow us, study investigators, and the FDA to make qualitative assessments about the safety and feasibility of the use ~~restrictions.~~of the Impella ECP device in high-risk percutaneous coronary intervention (“PCI”) patients. In ~~January 2015,~~fiscal year 2021, we received ~~HDE~~ approval from the FDA to expand the EFS for the Impella RPECP device ~~from the FDA.~~

and we continue to enroll patients in this study. In ~~September 2017,~~August 2021, we received ~~a PMA from~~Breakthrough Device designation by the FDA for the Impella ~~RP heart pump. This latest approval follows~~ECP device, which is provided pursuant to the ~~prior FDA HDE received in January 2015~~FDA’s Breakthrough Device Program, a program intended to help patients receive more timely access to certain medical technologies by providing a speedier development, assessment and ~~adds~~review process for such technologies. The protocol of a single arm pivotal high-risk PCI study for the Impella ~~RP heart pump~~ECP device, as part of an investigational device exemption (“IDE”), has been approved by the FDA. We have supported over 25 patients in our early feasibility study and began patient enrollment under a pivotal-like protocol in March 2022. We expect to ~~our platform of PMA approved devices.~~transition to a pivotal trial in fiscal year 2023. The Impella RP heart pump is indicated for providing temporary right ventricular support for up to 14 days in patients with a body surface area ≥1.5 m², who develop acute right heart failure or decompensation following left ventricular assistECP device implantation, myocardial infarction, heart transplant, or open-heart surgery. With this approval, the Impella RP heart pump is the only percutaneous temporary ventricular support device that is FDA-approved as safe and effective for right heart failure as stated in the indication.

In April 2014, the Impella RP device received CE Mark approval which allows for commercial sales of the Impella RP device in the European Union and other countries that require a CE Mark approval for commercial sales.

~~Our Product Pipeline~~

~~Impella 5.5™~~

~~The Impella 5.5~~^TM ~~device is designed to be a percutaneous micro heart pump with integrated motors and sensors. The Impella 5.5~~^TM device is designed to be smaller, provide months of hemodynamic support and is expected to allow for greater than five liters of blood flow per minute. We anticipate conducting a first-in-man trial outside of the U.S. in calendar year 2018. The Impella 5.5^TM ~~pump~~ is still in development and has not been approved for commercial use or sale.

Impella ~~ECP™~~BTR™

The Impella ~~ECP~~^TM ~~pump~~BTR device is designed to be a percutaneous, weanable, smart heart pump with integrated motors and sensors. The Impella BTR device is designed to allow for greater than six liters of blood flow per minute, provide up to one year of ~~greater than three liters per minute. It~~hemodynamic support and include a wearable driver designed for hospital discharge. The Impella BTR device is expected to and intended to ~~be delivered on a standard sized catheter~~allow for heart recovery with adjunctive therapies for advanced heart-failure patients. In December 2021, we received conditional approval for an IDE early feasibility study for the Impella BTR device and ~~will include an expandable inflow~~began enrollment in ~~the left ventricle. We anticipate conducting a first-in-man trial outside of the U.S. in calendar~~early fiscal year ~~2018.~~2023. The Impella ~~ECP~~^TM ~~pump~~BTR device is still in development and has not been approved for commercial use or sale.

preCARDIA™

The preCARDIA system is a minimally invasive, catheter-mounted superior vena cava therapy system designed to rapidly treat acutely decompensated heart failure (“ADHF”) related volume overload by effectively reducing cardiac filling pressures and promoting decongestion to improve overall cardiac and renal function. The preCARDIA system allows for straightforward placement in the ICU by physicians and hemodynamic monitoring by medical staff. Prior to the acquisition of preCARDIA, the preCARDIA system received Breakthrough Device Designation by the FDA. In ~~July 2014,~~January 2022, we ~~acquired all~~announced results of the issued shares of ECP Entwicklungsgesellschaft mbH, or ECP, a German limited liability company based in Berlin, Germany, for $13.0 million in cash, with additional potential payments up to a maximum of $15.0 million based on the achievement of certain technical, regulatory and commercial milestones. In connection with our acquisition of ECP, ECP acquired allfirst-in-human early feasibility study of the ~~issued shares~~preCARDIA system. The multicenter, prospective, single-arm VENUS-HF early feasibility study examined 30 patients with ADHF

who were assigned preCARDIA therapy for 12 or 24 hours. The primary endpoint was a composite of AIS GmbH Aachen Innovative Solutions, or AIS, a German limited liability company, for $2.8 million in cash which was provided by us. AIS, based in Aachen, Germany, holds certain intellectual property useful to ECP’s business, and, prior to being acquired by ECP, had licensed such intellectual property to ECP.

~~Impella BTR™~~

major adverse events through 30 days. The ~~Impella BTR~~^TM ~~device is designed~~results support additional study of the preCARDIA system. In the third quarter of fiscal year 2022, the FDA authorized the preCARDIA early feasibility study to be ~~a percutaneous micro heart pump with integrated motors and sensors.~~expanded by 30 additional patients. The ~~Impella BTR~~^TM ~~device is designed to be smaller, provide up to one year of hemodynamic support and is expected to allow for greater than five liters of blood flow per minute. The Impella BTR~~^TM ~~device also includes a wearable driver designed for hospital discharge. The Impella BTR~~^TM ~~pump~~preCARDIA system is still in development and has not been approved for commercial use or sale.

Critical Accounting Policies and Estimates

~~There~~Other than the accounting policy changes discussed in “Note 2. Basis of Presentation and Summary of Significant Accounting Policies” to our condensed consolidated financial statements, which is incorporated herein by reference, there have been no significant changes in our critical accounting policies during the three ~~and nine~~ months ended ~~December 31, 2017,~~June 30, 2022, as compared to the critical accounting policies disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2017.~~2022.

~~Recent Accounting Pronouncements~~

Information regarding recent accounting pronouncements is included in “Note 2. Basis of Preparation and Summary of Significant Accounting Policies” to our condensed consolidated financial statements and is incorporated herein by reference.

Results of Operations for the Three Months Ended June 30, 2022 compared with the Three Months Ended June 30, 2021

Revenue

The following table ~~sets forth certain condensed consolidated statements of operations data for the periods indicated as a percentage of total revenue:~~disaggregates our revenue by products and services:

For the Three Months Ended December 31,

For the Nine Months Ended December 31,

2017

2016

2017

2016

Revenue:

Product revenue

100.0

%

100.0

%

100.0

%

100.0

%

Costs and expenses as a percentage of total revenue:

Cost of product revenue

16.2

16.6

16.3

16.0

Research and development

11.5

14.3

12.9

15.6

Selling, general and administrative

43.2

46.9

44.7

49.3

Total costs and expenses

70.9

77.8

73.9

80.9

Income from operations

29.1

22.2

26.1

19.1

Income tax provision and other

20.4

8.7

8.1

7.5

Net income as a percentage of total revenue

8.7

%

13.5

%

18.0

%

11.6

%


	For the Three Months Ended June 30,
	2022					2021					Change
	Amount (in thousands)		% of Total revenue			Amount (in thousands)		% of Total revenue			Amount (in thousands)		%
Product revenue	$	264,472		95	%	$	241,474		96	%	$	22,998		10	%
Service and other revenue		12,677		5	%		11,111		4	%		1,566		14	%
Total revenue	$	277,149		100	%	$	252,585		100	%	$	24,564		10	%

~~Three and nine months ended December 31, 2017 compared with the three and nine months ended December 31, 2016~~The following table disaggregates our revenue by geographic location:

~~Revenue~~


	For the Three Months Ended June 30,
	2022					2021					Change
	Amount (in thousands)		% of Total revenue			Amount (in thousands)		% of Total revenue			Amount (in thousands)		%
United States	$	226,520		82	%	$	207,143		82	%	$	19,377		9	%
Europe		33,836		12	%		32,237		13	%		1,599		5	%
Japan		13,235		5	%		11,284		4	%		1,951		17	%
Rest of world		3,558		1	%		1,921		1	%		1,637		85	%
Outside the U.S.		50,629		18	%		45,442		18	%		5,187		11	%
Total revenue	$	277,149		100	%	$	252,585		100	%	$	24,564		10	%

~~Our revenues are comprised of the following:~~The following table disaggregates our product revenue by geographic location:

For the Three Months Ended December 31,

For the Nine Months Ended December 31,

2017

2016

2017

2016

(in $000's)

(in $000's)

Impella product revenue

$
147,989

$
109,235

$
402,583

$
304,759

Service and other revenue

6,000

4,791

16,619

13,945

Other products

-

598

-

1,837

Total product revenue

153,989

114,624

419,202

320,541

Funded research and development

33

50

111

83

Total revenue

$
154,022

$
114,674

$
419,313

$
320,624


	For the Three Months Ended June 30,
	2022					2021					Change
	Amount (in thousands)		% of Total revenue			Amount (in thousands)		% of Total revenue			Amount (in thousands)		%
United States	$	215,567		78	%	$	197,459		78	%	$	18,108		9	%
Europe		32,569		12	%		31,229		12	%		1,340		4	%
Japan		12,778		5	%		10,865		4	%		1,913		18	%
Rest of world		3,558		1	%		1,921		1	%		1,637		85	%
Outside the U.S.		48,905		18	%		44,015		17	%		4,890		11	%
Total product revenue	$	264,472		95	%	$	241,474		96	%	$	22,998		10	%

~~Impella product~~Product revenue encompasses Impella 2.5, Impella CP, Impella 5.0, Impella LD, Impella 5.5, Impella RP and Impella ~~RP device sales.~~AIC product sales and related accessories. Service and other revenue represents revenue earned on service maintenance contracts and ~~preventive~~preventative maintenance calls. ~~Other product revenue primarily includes sales~~The following is a discussion of ~~the AB5000 that we no longer actively market.~~

~~Total revenue~~our revenues for the three months ended ~~December 31, 2017~~June 30, 2022.

Total Revenue

Total revenue increased ~~$39.3~~by $24.6 million, or ~~34%~~10%, ~~to $154.0 million~~ from ~~$114.7 million for~~the three months ended ~~December 31, 2016. Total revenue for~~June 30, 2021 to the ~~nine~~three months ended ~~December 31, 2017 increased $98.7 million, or 31%, to $419.3 million from $320.6 million for nine months ended December 31, 2016.~~June 30, 2022. The increase in total revenue ~~was primarily due to higher Impella product revenue~~ from ~~increased utilization in the U.S and Europe.~~

~~Impella product revenue for~~ the three months ended ~~December 31, 2017 increased by $38.8 million, or 36%,~~June 30, 2021 to ~~$148.0 million from $109.2 million for~~the three months ended ~~December 31, 2016. Impella~~June 30, 2022 was driven by an increase in both product revenue ~~for~~and service and other revenue, as further described below, despite the ~~nine~~unfavorable impact of foreign exchange fluctuations due to the strengthening of the U.S. dollar.

Product Revenue

Product revenue increased by $23.0 million, or 10%, from the three months ended ~~December 31, 2017~~June 30, 2021 to the three months ended June 30, 2022. U.S. product revenue increased by ~~$97.8~~$18.1 million, or ~~32%~~9%, ~~to $402.6 million~~ from ~~$304.8 million for~~ the ~~nine~~three months ended ~~December 31, 2016. Most of~~June 30, 2021 to the ~~increase in Impella~~three months ended June 30, 2022. Outside the U.S., product revenue ~~was~~increased by $1.6 million, or 85%, from the three months ended June 30, 2021 to the three months ended June 30, 2022.

Product revenue increased ~~device~~in the three months ended June 30, 2022, primarily due to sales mix and higher patient utilization in the U.S., Germany and Japan as compared to the three months ended June 30, 2021 as we ~~focus on increasing utilization~~experienced varying levels of recovery across our ~~disposable catheter products through continued investment in our field organization~~product lines and ~~physician training programs. Impella product revenue outside~~geographic locations from the challenges caused by the COVID-19 pandemic, partially offset by the unfavorable impact of foreign exchange fluctuations due to the strengthening of the U.S. ~~also increased primarily due to increased utilization in Germany. We expect product~~dollar.

Service and other revenue from our Impella devices to continue to increase due to our recent PMAs in the U.S. for our Impella devices, including the PMA approval on the Impella RP device received in September 2017, continued utilization for high risk PCI procedures and ongoing cardiogenic shock, our continued controlled launch of Impella devices outside of the U.S. with a focus on Germany and Japan.

Service and other revenue ~~for~~increased by $1.6 million, or 14%, from the three months ended ~~December 31, 2017 increased by $1.2 million, or 25%,~~June 30, 2021 to ~~$6.0 million from $4.8 million for~~the three months ended ~~December 31, 2016. Service and other revenue for the nine months ended December 31,~~

~~2017 increased by $2.7 million, or 19%, to $16.6 million from $13.9 million for the nine months ended December 31, 2016.~~June 30, 2022. The increase in service revenue was primarily due to an increase in ~~preventative maintenance~~ service ~~contracts.~~contracts sold. We have expanded the number of Impella AIC consoles at many of our existing higher volume customer sites and continue to sell additional consoles to new customer sites. We expect revenue growth for service revenue to be ~~slower than our product revenue growth in the near future~~consistent with recent history as most ~~of these using~~customer sites in the U.S. have service contracts ~~that normally~~which typically have ~~three year~~three-year terms.

~~The decrease in other~~Cost of Revenue


	For the Three Months Ended June 30,
	2022					2021					Change
	Amount (in thousands)		% of Total revenue			Amount (in thousands)		% of Total revenue			Amount (in thousands)		%
Cost of revenue	$	52,626		19	%	$	45,188		18	%	$	7,438		16	%

Cost of revenue ~~was due to a decline in AB5000 disposable sales. We are no longer actively marketing the AB5000 revenue~~ ~~device and we do not expect to have any other product revenue in the near future. We have transitioned our sales focus in the surgical suite~~increased by $7.4 million, or 16%, from the ~~AB5000~~three months ended June 30, 2021 to ~~Impella 5.0, Impella LD and Impella RP~~ ~~devices~~.

~~Costs and Expenses~~

~~Cost of Product Revenue~~

~~Cost of product revenue~~ the three months ended June 30, 2022. Gross margin was 81.0% for the three months ended ~~December 31, 2017 increased by $6.0 million, or 32%, to $25.0 million from $19.0 million~~June 30, 2022 and 82.1% for the three months ended ~~December 31, 2016. Gross margin was 84% for~~June 30, 2021.

Cost of product revenue increased due to our investment in direct labor and overhead as we continue to expand the manufacturing capacity of our facilities in the U.S. and Germany, resulting in a corresponding decrease to gross margin.

Operating Expenses


	For the Three Months Ended June 30,
	2022					2021					Change
	Amount (in thousands)		% of Total revenue			Amount (in thousands)		% of Total revenue			Amount (in thousands)			%
Research and development	$	40,477		15	%	$	37,708		15	%	$	2,769			7	%
Selling, general and administrative		117,996		43	%		103,484		41	%		14,512			14	%
Acquired in-process research and development		-		0	%		115,490		46	%		(115,490	)		(100	)%
Total operating expenses	$	158,473		57	%	$	256,682		102	%	$	(98,209	)		(38	)%

Research and Development Expenses

Research and development expenses increased by $2.8 million, or 7%, from the three months ended ~~December 31, 2017 and 83% for~~June 30, 2021 to the three months ended ~~December 31, 2016.~~

Cost of product revenue for the nine months ended December 31, 2017 increased by $17.1 million, or 33%, to $68.5 million from $51.4 million for the nine months ended December 31, 2016. Gross margin was 84% for each of the nine months ended December 31, 2017 and 2016, respectively.

The increase in cost of product revenue was related to higher demand for our Impella devices and higher production volume and costs to support growing demand for our Impella devices. The increase in gross margin for the three months ended December 31, 2017 was due to the shipment of more Impella pumps and higher manufacturing production during the quarter as compared to the prior year.

~~Research and Development Expenses~~

Research and development expenses for three months ended December 31, 2017 increased by $1.4 million, or 9%, to $17.7 million from $16.3 million for three months ended December 31, 2016. Research and development expenses for the nine months ended December 31, 2017 increased $3.9 million, or 8%, to $54.0 million from $50.1 million for the nine months ended December 31, 2016.June 30, 2022. The increase in research and development expenses was primarily due to increases in regulatory and quality hiring, ongoing product development initiatives onrelating to our existing and pipeline products, including the development of the Impella ECP™, preCARDIA, Impella BTR™ and ~~new technologies in development such as Impella ECP~~^TM~~, Impella 5.5~~^TM ~~and Impella BTR~~^TM ~~as we expanded~~Breethe OXY-1 System™ devices, the expansion of our engineering organization, ~~increased~~continued investment in our clinical ~~spending primarily related to our~~trials, most notably the STEMI ~~trial~~DTU and ~~continued~~PROTECT IV studies, and our focus on clinical,

technological and quality initiatives for our ~~existing Impella devices.~~products. The increase in research and development expenses was partially offset by a $3.4 million gain related to the change in fair value of our contingent consideration for the three months ended June 30, 2022.

We expect research and development expenses to continue to increase ~~for the remainder of fiscal 2018~~ as we continue to increase engineering, product development and clinical spending related to our ~~cVAD Registry™, STEMI trial and incur additional costs as we continue to focus on engineering~~ initiatives to improve our existing products, ~~and~~ develop new ~~technologies.~~technologies and conduct clinical studies.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ~~for~~increased by $14.5 million, or 14%, from the three months ended ~~December 31, 2017 increased by $12.7 million, or 24%,~~June 30, 2021 to ~~$66.6 million from $53.9 million for~~the three months ended December 31, 2016. Selling, general and administrative expenses for the nine months ended December 31, 2017 increased by $29.1 million, or 18%, to $187.2 million from $158.1 million for the nine months ended December 31, 2016.June 30, 2022. The increase in selling, general and administrative expenses was primarily due to ~~the~~increases in commercial hiring, ~~of additional field sales~~marketing, travel and clinical ~~personnel in the U.S.~~training and Germany, increased spending on sales and marketing initiatives as we continue to educate physicians on the benefits of hemodynamic support after receiving PMAs in the U.S. for Impella 2.5, Impella CP, Impella 5.0, Impella LD and Impella RP devices, higher stock-based compensation expense, higher legal expenses related to the FCA Investigation, ongoing patent litigation and other legal matters discussed in “Note 10. Commitments and Contingencies—Litigation,” to our condensed consolidated financial statements and higher professional fees to support the growth of our business. education initiatives.

We ~~expect~~aim to continue to ~~increase our expenditures on~~invest strategically in hiring and sales and marketing activities, with a particular ~~investments in field sales~~focus on training and ~~clinical personnel with cath lab expertise~~education to drive utilization of our Impella devices and recovery awareness for acute heart failure patients.

Acquired In-Process Research and Development Expenses

We ~~also plan to increase our marketing, service and training investments as~~acquired 100% interest in preCARDIA on May 28, 2021, for a ~~result~~purchase price of ~~recent PMA approvals in~~$115.2 million. In connection with the ~~U.S. for our Impella devices and as~~acquisition, we ~~continue our expansion in Japan and other new markets outside~~acquired net assets of ~~the U.S. We also expect to continue to incur significant legal expenses for the foreseeable future~~$115.2 million, which included $115.5 million related to the ~~FCA Investigation~~fair value of the in-process research and ~~patent~~development asset and $0.3 million for net liabilities assumed. The acquisition was accounted for as an asset acquisition as substantially all of the fair value of the acquisition related ~~matters.~~ to the acquired in-process research and development asset. 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 statements of operations for the three months ended June 30, 2021.

Interest and other income, net


	Three Months Ended June 30,
	2022		2021		Change
	Amount (in thousands)		Amount (in thousands)		Amount (in thousands)			%
Interest and other income, net	$	3,772	$	39,935		(36,163	)		(91	)	%

Interest and other income, net decreased by $36.2 million, or 91%, from the three months ended June 30, 2021 to the three months ended June 30, 2022. This decrease was primarily due to the recognition of a $4.8 million loss from our investment in Shockwave Medical for the three months ended June 30, 2022 compared to a $17.6 million gain for the three months ended June 30, 2021 and the recognition of a $21.0 million gain related to the Company's previously owned minority interest in preCARDIA for the three months ended June 30, 2021. These amounts were partially offset by a $4.7 million gain related to changes in fair value of our investments in medical technology companies, a $2.1 million gain related to foreign currency fluctuations and a $0.5 million increase in interest income related to marketable securities for the three months ended June 30, 2022.

Income ~~Tax Provision~~tax provision


	Three Months Ended June 30,
	2022		2021		Change
	Amount (in thousands)		Amount (in thousands)		Amount (in thousands)			%
Income tax provision	$	15,268	$	17,175		(1,907	)		(11	)	%

~~Our~~The income tax provision decreased by $1.9 million, or 11%, from the three months ended June 30, 2021 to the three months ended June 30, 2022. Our effective income tax rate was ~~$32.2 million~~21.9% and ~~$36.6 million~~183.7% for the three ~~and nine~~ months ended ~~December 31, 2017, respectively,~~June 30, 2022 and $10.4 million and $24.8 million for the three and nine months ended December 31, 2016, respectively. Our effective tax rate was 70.6% and 32.7% for the three and nine months ended December 31, 2017, respectively, and 40.2% and 40.0% for the three and nine months ended December 31, 2016,2021, respectively. The ~~increase~~decrease in the effective income tax rate for the three ~~and nine~~ months ended ~~December 31, 2017 was~~June 30, 2022 is primarily due to ~~the~~ ~~$22.0 million provisional income tax expense estimate from the re-measurement of our net deferred tax assets due~~a non-deductible charge for in-process research and development related to the Tax Reform Act, as discussed in “Note 9. Income Taxes.” As discussed in “Note 2. Basis of Presentation and Summary of Significant Accounting Policies,” we also recognized excess tax benefits associated with stock-based awards of $3.2 million and $24.5 million as an income tax benefit for three and nine months ended December 31, 2017, respectively. These recognized excess tax benefits resulted from restricted stock unitspreCARDIA acquisition that ~~vested or stock options that were exercised~~occurred during the three and nine months ended December 31, 2017, respectively. These recognized excess tax benefits resulted from restricted stock units that vested or stock options that were exercised during the three and nine months ended December 31, 2017.

~~Net Income~~

~~For~~ the three months ended December 31, 2017, net income was $13.4 million, or $0.30 per basic share and $0.29 per diluted share, compared to $15.4 million, or $0.36 per basic share and $0.34 per diluted share for three months ended December 31, 2016. For the nine months ended December 31, 2017, net income was $75.3 million, or $1.71 per basic share and $1.65 per diluted share, compared to $37.2 million, or $0.86 per basic share and $0.83 per diluted share for the nine months ended December 31, 2016. As discussed above, the enactment of the Tax Reform Act resulted in a decrease in net income of $22.0 million, or $0.50 per basic and $0.48 per diluted share for the three and nine months ended December 31, 2017. As discussed above, the adoption of ASU 2016-09 resulted in an increase in net income of $0.07 per basic and diluted share for the three months ended December 31, 2017 and $0.56 per basic share and $0.54 per diluted share for the nine months ended December 31, 2017.June 30, 2021.

~~Our net income for fiscal 2018 was also driven by higher Impella product revenue due to greater utilization of our Impella devices in the U.S. and Germany.~~

Liquidity and Capital Resources

~~At December 31, 2017,~~As of June 30, 2022, our total cash, cash equivalents and short and long-term marketable securities totaled ~~$350.7 million,~~$1.0 billion, an increase of ~~$73.6~~$25.5 million compared to ~~$277.1~~$978.7 million at March 31, ~~2017.~~2022. The ~~increase~~change in our total cash, cash equivalents and short and long-term marketable securities was primarily due ~~primarily~~ to positive cash flows from operations, ~~in the nine months ended December 31, 2017.~~cash provided by investing activities, net of cash used for purchases of property, equipment and other investments, and net cash used for financing activities related to equity activity.

~~Following is a~~29

A summary of our cash flow ~~activities:~~activities is as follows:

For the Nine Months Ended December 31,

2017

2016

Net cash provided by operating activities

$
136,147

$
77,861

Net cash used for investing activities

(112,307
)

(57,109
)
Net cash used for financing activities

(11,688
)

(6,533
)
Effect of exchange rate changes on cash

(690
)

(1,381
)
Net increase in cash and cash equivalents

$
11,462

$
12,838


	For the Three Months Ended June 30,
	2022			2021
Net cash provided by operating activities	$	68,103		$	55,359
Net cash provided by (used for) investing activities		8,114			(109,055	)
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 Provided by Operating Activities

For the ~~nine~~three months ended ~~December 31, 2017,~~June 30, 2022, net cash provided by operating activities consisted of net income of ~~$75.3~~$54.6 million, ~~adjustments for~~plus non-cash items of ~~$76.5~~$14.2 million ~~and~~less cash used infor working capital of ~~$15.7~~$0.7 million. ~~The increase~~As discussed above, the change in net income was primarily due to ~~higher~~an increase in operating expenses partially offset by an increase in revenue ~~from increased utilization of our Impella devices.~~for the three months ended June 30, 2022 compared to the three months ended June 30, 2021. Adjustments for non-cash items consisted primarily of ~~$29.2~~$13.4 million of stock-based compensation expense, ~~a $34.7~~$6.6 million ~~change~~of depreciation and amortization expense, $6.4 million in deferred tax provision, ~~due to the revaluation of our net deferred tax assets related to the Tax Reform Act, $8.1 million of depreciation expense on property and equipment and $3.2~~$2.6 million in inventory and other ~~asset write-downs.~~write-downs, $0.6 million in accretion on marketable securities and a $0.3 million net change in fair value of our investments in Shockwave Medical and other private medical technology companies. The ~~change~~decrease in cash from changes in working capital ~~included~~is primarily due to a ~~$10.3 million increase in accounts receivable associated with higher revenue, $12.0~~$6.5 million increase in inventory to support growing ~~demand for our Impella devices,~~sales volume, a ~~$6.5~~$2.4 million decrease in deferred revenue and a $1.9 million increase in accounts receivable due to timing of collections partially offset by a $7.0 million increase in accounts payable, ~~and~~ accrued expenses and other liabilities and a ~~$1.2 increase~~$3.1 million decrease in ~~deferred revenue.~~prepaid expenses and other assets.

For the ~~nine~~three months ended ~~December 31, 2016,~~June 30, 2021, cash provided by operating activities consisted of net ~~income~~loss of ~~$37.2~~$26.5 million, ~~adjustments for~~plus non-cash items of ~~$45.9~~$108.7 million ~~and~~offset by cash used in working capital of ~~$5.2~~$26.8 million. ~~The increase in net income was primarily due to higher revenue from increased utilization of our Impella devices.~~ Adjustments for non-cash items consisted primarily

of ~~$24.5~~$115.5 million for acquired preCARDIA in-process research and development, a $21.0 million gain related to our previously owned minority interest in preCARDIA recognized upon the acquisition of preCARDIA in May 2021, a $17.6 million net change in fair value of our investments in Shockwave Medical and other private medical technology companies, $12.6 million of stock-based compensation expense, ~~an $18.8~~$6.9 million ~~change~~of depreciation and amortization expense, $6.3 million in deferred tax provision, ~~$4.6 million in excess tax benefits on stock-based awards, $4.5 million of depreciation expense on property, plant and equipment and $2.1~~$3.5 million in inventory ~~write-downs.~~and other write-downs, and $0.9 million in accretion on marketable securities. The ~~change~~decrease in cash from changes in working capital included a ~~$7.6~~$20.8 million decrease in accounts payable, accrued expenses and other liabilities and a $8.8 million decrease in accounts receivable due to timing of collections offset by a $8.7 million increase in ~~accounts receivable associated with our higher revenue, an $8.6~~prepaid expenses and other assets and a $5.8 million increase in inventory due to ~~support growing~~the mix of customer demand and production.

Cash Provided by (Used for) Investing Activities

For the three months ended June 30, 2022, net cash provided by investing activities included $19.5 million in sales and maturities (net of purchases) of marketable securities, offset by $6.8 million used for the purchase of property and equipment primarily related to continued expansion of manufacturing capacity, office space and research development facilities in Danvers and Aachen, Germany and $4.6 million for our ~~Impella devices, $14.6 million increase~~investment in ~~accounts payable and accrued expenses and a $0.3 million increase in deferred revenue.~~private medical technology companies.

~~Cash Used for Investing Activities~~

For the ~~nine~~three months ended ~~December 31, 2017,~~June 30, 2021, net cash used for investing activities ~~primarily consisted of $61.7~~included $15.2 million in purchases (net of maturities) from the sale of marketable securities and ~~$44.2~~$7.2 million for the purchase of property and equipment primarily related to ~~the purchase of our corporate headquarters building in Danvers, Massachusetts during the three months ended December 31, 2017 and the~~ continued expansion of manufacturing capacity, office space and research development facilities in Danvers and Aachen, Germany. We also ~~have~~ made ~~$6.4~~a $3.9 million ~~of investments~~investment in private medical technology companies during the first quarter of fiscal ~~2018.~~2022.

For the nine months ended December 31, 2016, net cash used for investing activities primarily consisted of $32.9 million in purchases (net of maturities) of marketable securities and $24.0 million for the purchase of property and equipment mostly related to expansion of manufacturing capacity and office space in Danvers, Massachusetts and Aachen, Germany.

Capital expenditures for fiscal ~~2018~~year 2023 are estimated to range from $40 million to $50 million, ~~to $60 million. Most~~including, as part of the ~~significant~~long-term development of our business, additional capital expenditures ~~were~~ for ~~software development projects and expanding research facilities,~~ manufacturing capacity and building ~~improvements~~expansions in our Danvers ~~Massachusetts,~~and Aachen ~~Germany, Berlin, Germany~~facilities and ~~Tokyo, Japan locations.~~information systems development projects.

Cash ~~Provided by~~Used for Financing Activities

For the ~~nine~~three months ended ~~December 31, 2017,~~June 30, 2022, net cash used for financing activities included ~~$19.9~~$14.5 million for repurchases of our common stock and $11.0 million in payments in lieu of issuance of common stock for payroll withholding taxes upon vesting of certain equity awards. These amounts were offset by $1.5 million in proceeds from the exercise of stock options.

For the three months ended June 30, 2021, net cash used for financing activities included $9.6 million in payments in lieu of issuance of common stock for payroll withholding taxes upon vesting of certain equity awards and $0.5 million in principal payments on capital lease obligation. The capital lease obligation previously recorded was removed as a result of the acquisition of our headquarters in October 2017. These amounts were offset by ~~$7.6~~$2.1 million in proceeds from the exercise of stock ~~options~~options.

Operating Capital and ~~$1.1~~Liquidity Requirements

Our sources of cash liquidity are primarily from existing cash and cash equivalents, marketable securities and cash flows from operations. As of June 30, 2022, our cash, cash equivalents, and short and long-term marketable securities totaled $1.0 billion, an increase of $25.5 million compared to $978.7 million as of March 31, 2022. Marketable securities as of June 30, 2022 consisted of $823.7 million held in ~~proceeds from~~funds that invest in U.S. Treasury securities, government-backed securities, corporate debt securities and commercial paper.We generated operating cash flows of $68.1 million and $55.4 million for the ~~issuance of stock under the employee stock purchase plan.~~

~~For the nine~~three months ended ~~December 31, 2016, net cash used~~June 30, 2022 and 2021, respectively. At June 30, 2022, we had no debt outstanding. We believe that our sources of liquidity are sufficient to fund the current requirements of working capital, capital expenditures, and other financial commitments for ~~financing activities included $19.9 million~~at least the next twelve months.

We primarily fund our operations from product sales. Our primary liquidity requirements are to fund the following: expansion of our commercial and operational infrastructures; expansion of our manufacturing capacity and office space; the procurement and production of inventory to meet customer demand for our Impella devices; funding of new product and business development initiatives, such as the recent acquisitions of preCARDIA and Breethe; ongoing commercial launch in Japan and expansion into potential new markets; increased clinical spending; legal expenses related to ongoing patent litigation and other legal matters; purchases of our common stock through our share repurchase programs; payments in lieu of issuance of common stock for payroll withholding taxes upon vesting of certain equity awards and ~~$0.3 million in principal payments on~~provide for general working capital lease obligation. These amounts were offset by $8.3 million in proceeds from the exercise of stock options, $4.6 million in excess tax benefits on stock-based awards and $0.8 million in proceeds from the issuance of stock under the employee stock purchase plan.needs.

~~Operating Capital and Liquidity Requirements~~

We believe that our ~~revenue from product sales together with existing resources will be~~sources of liquidity are sufficient to fund ~~our operations~~the current requirements of working capital, capital expenditures, and other financial commitments for at least the next twelve ~~months, exclusive of activities involving any future acquisitions of products or companies that complement or augment our existing line of products.~~

Our primary liquidity requirements are to fund the expansion of our commercial and operational infrastructure, increase our manufacturing capacity, incur additional capital expenditures as we expand our office space and manufacturing capacity in Danvers and Aachen, increase our inventory levels in order to meet growing customer demand for our Impella devices, fund new product development initiatives, continue our commercial launch in Japan and expand to potential new markets, increase clinical spending, legal expenses related to the FCA Investigation and ongoing patent litigation, payments in lieu of issuance of common stock for payroll withholding taxes upon vesting of certain equity awards and to provide for general working capital needs. To date, we have primarily funded our operations through product sales and the sale of equity securities.

months. Our liquidity is influenced by our ability to sell our products in a competitive industry and our customers’ ability to pay for our products. Factors that may affect liquidity primarily include our ability to penetrate the market for our products, our ability to maintain or reduce the length of the selling cycle for our products, our capital expenditures, ~~investments in collaborative arrangements with other partners,~~ and our ability to collect cash from customers after our products are sold. We ~~also expect to continue to incur legal expenses for the foreseeable future related to the FCA Investigation, ongoing patent litigation and other legal matters. We~~ continue to review our short-term and long-term cash needs on a regular basis. ~~At December 31, 2017 we had~~

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There have been no ~~long-term debt outstanding.~~

~~Marketable securities at December 31, 2017~~material changes to our quantitative and qualitative disclosures about market risk as compared to the quantitative and qualitative disclosures about market risk described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017 consisted of $300.2 million and $238.1 million held in investment funds that invest in U.S. Treasury, government-backed and corporate debt securities, respectively. We are not a party to any interest rate swaps, currency hedges or derivative contracts of any type and have no exposure to commercial paper or auction rate securities markets.2022.

Cash and cash equivalents held by our foreign subsidiaries totaled $13.7 million and $8.2 million at December 31, 2017 and March 31, 2017, respectively. Our operating income outside the U.S. is deemed to be permanently reinvested in foreign jurisdictions. The recently enacted Tax Reform Act allows for a 100% deduction for the repatriation of foreign subsidiary earnings ~~with minimal U.S. income tax consequences other than the one-time deemed repatriation toll charge~~. Since most of our cash and cash equivalents are held by foreign subsidiaries which are disregarded entities for domestic tax purposes, any repatriation of such funds to the U.S. would likely have a nominal tax impact, if any.

~~ITEM 3:~~

~~QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK~~

~~Primary Market Risk Exposures~~

Our cash, cash equivalents and marketable securities are subject to interest rate risk and will fall in value if market interest rates increase. If market interest rates were to increase immediately and uniformly by 10% from levels at December 31, 2017, we believe the decline in fair market value of our investment portfolio would be immaterial.

~~Currency Exchange Rates~~

We have foreign currency exposure to exchange rate fluctuations and particularly with respect to the Euro, British pound sterling and Japanese yen. Therefore, our investment in our subsidiaries is sensitive to fluctuations in currency exchange rates. The effect of a change in currency exchange rates on our net investment in international subsidiaries is reflected in the accumulated other comprehensive (loss) income component of stockholders’ equity. If rates of exchange for the Euro, British pound and Japanese yen were to have depreciated immediately and uniformly by 10% relative to the U.S. dollar from levels at December 31, 2017, the result would have been a reduction of stockholders’ equity of approximately $9.7 million.

~~Fair Value of Financial Instruments~~

At December 31, 2017, our financial instruments consist primarily of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and contingent consideration. The carrying amounts of accounts receivable and accounts payable are considered reasonable estimates of their fair value, due to the short maturity of these instruments. The estimated fair values of the financial instruments have been determined by us using available market information and appropriate valuation techniques. Considerable judgment is required, however, to interpret market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

~~ITEM 4.~~

~~CONTROLS AND PROCEDURES~~

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the ~~Securities~~ Exchange Act, ~~of 1934, as amended, or the Exchange Act),~~ as of ~~December 31, 2017.~~June 30, 2022. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of ~~December 31, 2017,~~June 30, 2022, these disclosure controls and procedures ~~are~~were effective to provide reasonable assurance that material information required to be disclosed by us, including our consolidated subsidiaries, in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in ~~the Securities and Exchange Commission~~SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~Evaluation of~~ Changes in Internal Control over Financial Reporting

During the ~~third~~first quarter of our fiscal year ending March 31, ~~2018,~~2023, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act), that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PARTPART II — OTHER INFORMATION

~~Item 1.~~

~~Legal Proceedings~~

ITEM 1. LEGAL PROCEEDINGS

We are from time to time involved in various legal actions, the outcomes of which are not within our complete control and may not be known for prolonged periods of time. In some actions, the claimants seek damages, as well as other relief, which, if granted, would require significant ~~expenditures. We record a liability in~~expenditures and could impair our ~~condensed consolidated financial statements for these actions when a loss is known or considered probable~~business and the amount can be reasonably estimated. We review these estimates each accounting period as additional information is known and adjust the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the condensed consolidated financial statements.results of operations. Material legal proceedings are discussed in ~~“Note 10.~~“Note 15. Commitments and ~~Contingencies—~~Contingencies” to our condensed consolidated financial statements and ~~are~~such information is incorporated herein by reference.

~~Item 1A.~~

~~Risk Factors~~

ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. In addition to the other information set forth in this Report, you should carefully consider the factors discussed in ~~Part~~"Part I, ~~“Item~~Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, ~~2017,~~2022, which could materially affect our business, financial condition or future results. As of the date of this Report there has been no material change in any of the risk factors described in our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2017, as supplemented by our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.~~2022.

~~Item 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)

Not applicable

(b)

Not applicable

(c)

The following table provides information about our repurchases of shares of our common stock during the three months ended June 30, 2022. During that period, we did not act in concert with any affiliate or any other person to acquire any of our common stock and, accordingly, we do not believe that purchases by any such affiliate or other person (if any) are reportable in the following table.

~~(a) Not applicable.~~


Period	Total Number of Shares Repurchased (1)		Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Approximate Dollar Value Maximum of Shares that May Yet Be Purchased Under the Plans or Programs (in $000's) (2)
April 1-30, 2022		—		—		—	$	103,811
May 1-31, 2022		—		—		—		103,811
June 1-30, 2022		60,282		240.79		60,282		89,295
Total		60,282	$	240.79		60,282	$	89,295

~~(b) Not applicable.~~(1) The Company’s policy is to consider shares to have been repurchased upon the settlement date of the transaction, which is typically three days subsequent to the trading date.

~~(c) Not applicable.~~(2) In August 2019, the Company’s Board of Directors authorized a stock repurchase program for up to $200.0 million of shares of its common stock. The remaining authorization under this program was $89.3 million as of June 30, 2022. The amount reflected under the column captioned “Approximate Dollar Value Maximum of Shares that May Yet Be Purchased Under the Plans or Programs (in $000's)” reflects the approximate dollar value maximum at the end of the applicable month for the 2019 Share Repurchase Program. On August 3, 2022, the Company’s Board of Directors authorized an additional stock repurchase program for up to $200 million of shares of its common stock (the “2022 Share Repurchase Program”). The 2019 Share Repurchase Program and 2022 Share Repurchase Program have no time limit and may be suspended for periods or discontinued at any time.

~~Item 3.~~

~~Defaults Upon Senior Securities~~

~~None~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

~~Item 4.~~

~~Mine Safety Disclosures~~

~~Not applicable.~~ITEM 4. MINE SAFETY DISCLOSURES

None.

~~Item 5.~~

~~Other Information~~

~~None~~ITEM 5. OTHER INFORMATION

None.

~~Item 6.~~

~~Exhibits~~

Exhibit No.

Description

Filed with
This
Form 10-Q

Incorporated by Reference

Form

Filing Date

Exhibit No.

    2.1

Agreement on the Sale and Transfer of all shares in ECP Entwicklungsgellschaft mbH

8-K

July 7, 2014
(File No. 001-09585)

2.1

    2.2

Agreement on the Sale and Transfer of all shares in AIS GmbH Aachen Innovation Solutions

8-K

July 7, 2014
(File No. 001-09585)

2.2

    3.1

Restated Certificate of Incorporation.

S-3

September 29, 1997

3.1

    3.2

Restated By-Laws, as amended.

10-K

May 27, 2004
(File No. 001-09585)

3.2

    3.3

Certificate of Designations of Series A Junior Participating Preferred Stock.

S-3

September 29, 1997

3.3

    3.4

Amendment to the Company’s Restated Certificate of Incorporation to increase the authorized shares of common stock from 25,000,000 to 100,000,000.

8-K

March 21, 2007
(File No. 001-09585)

3.4

  10.1

Lease agreement for additional space in Danvers, Massachusetts dated February 2, 2017

X

  10.2

Lease agreement amendment for additional space in Danvers, Massachusetts dated December 14, 2017

X

  31.1

Principal Executive Officer Certification pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

  31.2

Principal Financial Officer Certification pursuant to Securities Exchange Act Rule 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

  32.1

Principal Executive Officer and Principal Financial Officer Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

  101

The following financial information from the ABIOMED, Inc. Quarterly Report on Form 10-Q for the quarter ended December 31, 2017, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets as of December 31, 2017 and March 31, 2017; (ii) Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2017 and 2016; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended December 31, 2017 and 2016; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2017 and 2016; and (v) Notes to Condensed Consolidated Financial Statements.

X

~~ABIOMED, INC. AND SUBSIDIARIES~~

~~PART II. OTHER INFORMATION~~ITEM 6. EXHIBITS

~~SIGNATURES~~

Exhibit No.

Description

Filed with

This Form 10-Q

Incorporated by Reference

Form

Filing Date

Exhibit No.

3.1

Restated Certificate of Incorporation

S-3

September 29, 1997

3.1

3.2

Amended & Restated By-Laws, as Amended and Restated May 26, 2022

3.3

Amendment to the Company’s Restated Certificate of Incorporation to increase the authorized shares of common stock from 25,000,000 to 100,000,000

8-K

March 21, 2007
(File No. 001-09585)

3.4

10.1*

Form – Performance-Based RSU Agreement (Executive Officer) under the Second Amended and Restated 2015 Omnibus Incentive Plan

10.2*

Form – Time-Based RSU Agreement (Executive Officer) under the Second Amended and Restated 2015 Omnibus Incentive Plan

31.1

Rule 13a—14(a)/15d—14(a) certification of principal executive officer

31.2

Rule 13a—14(a)/15d—14(a) certification of principal accounting officer

32.1

Section 1350 certification

101

The following financial information from the ABIOMED, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in inline Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2022 and March 31, 2022; (ii) Condensed Consolidated Statements of Operations (Unaudited) for the three months ended June 30, 2022 and 2021; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three months ended June 30, 2022 and 2021; (iv) Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the three months ended June 30, 2022 and 2021 (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended June 30, 2022 and 2021; and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

104

Cover page from the ABIOMED, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 formatted in iXBRL and contained in Exhibit 101

* Management contract or compensatory plan, contract or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


		ABIOMED, Inc.

Date: ~~February 6, 2018~~August 4, 2022		/s/ ~~IAN W. MCLEOD~~TODD A. TRAPP
		~~Ian W. McLeod~~Todd A. Trapp
		Executive Vice President and ~~Corporate Controller~~Chief Financial Officer
		(Interim Principal Financial and Accounting Officer)Authorized Signatory)

	Common Stock					Treasury Stock
	Number of shares			Par value		Number of shares			Amount				Additional Paid in Capital			Accumulated Deficit				Accumulated Other Comprehensive Income (Loss)				Total Stockholders' Equity

Balance, March 31, 2017		43,673,286	$		437		1,575,995	$		(46,763	)	$		565,962	$		(46,959	)	$		(20,606	)	$		452,071
Cumulative effect of adoption of new accounting standard														1,835			75,246								77,081
Balance, April 1, 2017		43,673,286	$		437		1,575,995	$		(46,763	)	$		567,797	$		28,287		$		(20,606	)	$		529,152

	(in $000's)
Balance at March 31, 2017	$	31,045
Foreign currency translation impact		3,769
Balance at December 31, 2017	$	34,814

Exhibit No.	Description	Filed with This Form 10-Q	Incorporated by Reference
Exhibit No.	Description	Filed with This Form 10-Q	Form	Filing Date	Exhibit No.

2.1	Agreement on the Sale and Transfer of all shares in ECP Entwicklungsgellschaft mbH		8-K	July 7, 2014 (File No. 001-09585)	2.1

2.2	Agreement on the Sale and Transfer of all shares in AIS GmbH Aachen Innovation Solutions		8-K	July 7, 2014 (File No. 001-09585)	2.2

3.1	Restated Certificate of Incorporation.		S-3	September 29, 1997	3.1

3.2	Restated By-Laws, as amended.		10-K	May 27, 2004 (File No. 001-09585)	3.2

3.3	Certificate of Designations of Series A Junior Participating Preferred Stock.		S-3	September 29, 1997	3.3

3.4	Amendment to the Company’s Restated Certificate of Incorporation to increase the authorized shares of common stock from 25,000,000 to 100,000,000.		8-K	March 21, 2007 (File No. 001-09585)	3.4

10.1	Lease agreement for additional space in Danvers, Massachusetts dated February 2, 2017	X

10.2	Lease agreement amendment for additional space in Danvers, Massachusetts dated December 14, 2017	X

31.1	Principal Executive Officer Certification pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X

31.2	Principal Financial Officer Certification pursuant to Securities Exchange Act Rule 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X

32.1	Principal Executive Officer and Principal Financial Officer Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X

101	The following financial information from the ABIOMED, Inc. Quarterly Report on Form 10-Q for the quarter ended December 31, 2017, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets as of December 31, 2017 and March 31, 2017; (ii) Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2017 and 2016; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended December 31, 2017 and 2016; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2017 and 2016; and (v) Notes to Condensed Consolidated Financial Statements.	X