Attached files
file | filename |
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8-K/A - 8-K/A - ABIOMED INC | d785876d8ka.htm |
EX-99.1 - EX-99.1 - ABIOMED INC | d785876dex991.htm |
EX-99.3 - EX-99.3 - ABIOMED INC | d785876dex993.htm |
EX-23.1 - EX-23.1 - ABIOMED INC | d785876dex231.htm |
EX-23.2 - EX-23.2 - ABIOMED INC | d785876dex232.htm |
Exhibit 99.2
AIS GmbH Aachen Innovative Solutions
Financial Statements
For the years ended December 31, 2013 and 2012
AIS GmbH Aachen Innovative Solutions
Financial Statements
As of and for the Years Ended
December 31, 2013 and 2012 and
Independent Auditors Report
AIS GmbH Aachen Innovative Solutions
Index of Financial Statements
December 31, 2013 and 2012
Page(s) | ||||
Independent Auditors Report |
3 | |||
Financial Statements: |
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Balance Sheets as of December 31, 2013 and 2012 |
4 | |||
Statements of Operations for the years ended December 31, 2013 and 2012 |
5 | |||
Statements of Stockholders Equity for the years ended December 31, 2013 and 2012 |
6 | |||
Statements of Cash Flows for the years ended December 31, 2013 and 2012 |
7 | |||
Notes to Financial Statements |
8-10 |
2
INDEPENDENT AUDITORS REPORT
To the management of AIS GmbH Aachen Innovative Solutions:
We have audited the accompanying financial statements of AIS GmbH Aachen Innovative Solutions (the Company), which comprise the balance sheets as of December 31, 2013 and 2012, and the related statements of operations, stockholders equity, and cash flows for the years then ended, and the related notes to the financial statements.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AIS GmbH Aachen Innovative Solutions as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche GmbH
Wirtschaftsprüfungsgesellschaft
Düsseldorf, Germany
September 12, 2014
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AIS GmbH Aachen Innovative Solutions
Balance Sheets
(dollars in thousands, except share data)
December 31, | ||||||||
2013 | 2012 | |||||||
ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 52 | $ | 15 | ||||
Accounts receivable, net |
| 237 | ||||||
Prepaid expenses and other current assets |
15 | 3 | ||||||
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Total current assets |
67 | 255 | ||||||
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Total assets |
$ | 67 | $ | 255 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Other liabilities |
$ | | $ | 36 | ||||
Accrued expenses |
5 | 63 | ||||||
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Total current liabilities |
5 | 99 | ||||||
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Total liabilities |
5 | 99 | ||||||
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Commitments and contingencies |
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Shareholders equity: |
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Shared capital |
33 | 33 | ||||||
Retained earnings |
24 | 120 | ||||||
Other comprehensive income |
5 | 3 | ||||||
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Total shareholders equity |
62 | 156 | ||||||
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Total liabilities and stockholders equity |
$ | 67 | $ | 255 | ||||
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See accompanying notes to the financial statements.
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AIS GmbH Aachen Innovative Solutions
Statements of Operations
(dollars in thousands)
Years Ended December 31, | ||||||||
2013 | 2012 | |||||||
Revenue |
$ | 199 | $ | 193 | ||||
Costs and expenses: |
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Research and development expenses |
24 | 23 | ||||||
General and admin expenses |
11 | 5 | ||||||
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35 | 28 | |||||||
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Income from operations |
164 | 165 | ||||||
Other income: |
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Other income, net |
3 | | ||||||
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3 | | |||||||
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Income before income tax provision |
167 | 165 | ||||||
Income tax provision |
53 | 52 | ||||||
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Net income |
$ | 114 | $ | 113 | ||||
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See accompanying notes to the financial statements.
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AIS GmbH Aachen Innovative Solutions
Statements of Stockholders Equity
(dollars in thousands)
Shared capital |
Retained earnings |
Accumulated other comprehensive income |
Total shareholders equity |
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Balance, January 1, 2012 |
$ | 33 | $ | 7 | $ | | $ | 40 | ||||||||
Net income |
| 113 | | 113 | ||||||||||||
Foreign currency translation |
| | 3 | 3 | ||||||||||||
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Balance, December 31, 2012 |
33 | 120 | 3 | 156 | ||||||||||||
Dividends to shareholders |
| (210 | ) | | (210 | ) | ||||||||||
Net income |
| 114 | | 114 | ||||||||||||
Foreign currency translation |
| | 2 | 2 | ||||||||||||
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Balance, December 31, 2013 |
$ | 33 | $ | 24 | $ | 5 | $ | 62 | ||||||||
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See accompanying notes to the financial statements.
6
AIS GmbH Aachen Innovative Solutions
Statements of Cash Flows
(dollars in thousands)
Years Ended December 31, | ||||||||
2013 | 2012 | |||||||
Cash flows from operating activities |
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Net income |
$ | 114 | $ | 113 | ||||
Changes in assets and liabilities: |
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Decrease (increase) in accounts receivable and other assets |
235 | (233 | ) | |||||
(Decrease) increase in accounts payable and other liabilities |
(96 | ) | 91 | |||||
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Net cash flow provided by (used for) operating activities |
253 | (29 | ) | |||||
Cash flow from investing activities |
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Net cash flow provided by investing activities |
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Cash flow from financing activities |
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Dividends to shareholders |
(210 | ) | | |||||
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Net cash flow used for financing activities |
(210 | ) | | |||||
Effect of exchange rate changes on cash |
(6 | ) | 1 | |||||
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Net increase (decrease) in cash and cash equivalents |
37 | (28 | ) | |||||
Cash and cash equivalents at beginning of year |
15 | 43 | ||||||
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Cash and cash equivalents at end of year |
$ | 52 | $ | 15 | ||||
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Cash paid for income taxes |
$ | 109 | $ | 3 |
See accompanying notes to the financial statements.
7
AIS GmbH Aachen Innovative Solutions
Notes to the Financial Statements
As of December 31, 2013 and 2012
Note 1. Nature of Business and Basis of Presentation
AIS GmbH Aachen Innovative Solutions (the Company or AIS) is a limited liability company under German law located in Aachen, Germany. AIS is registered with the trade registry Aachen (registration number HR B 12258) which was initially established on December 18, 2003.
The Company is engaged primarily in the research and development of innovative technologies as well as their potential commercialization.
AIS entered into a licensing agreement (the Licensing Agreement) with ECP Entwicklungsgesellschaft mbH (ECP) on June 28, 2007. AIS owns technical knowledge and intellectual property rights in relation to the prototype development of a catheter-based expandable blood pump. Under this agreement, AIS effectively sold the technical knowledge it owned to ECP whereby ECP has exclusive, unrestricted rights in terms of use anywhere in the world and has the right to transfer to other third parties. In addition, the Agreement also provides ECP with access to certain patent rights. The initial license term ends December 31, 2020, with two renewal options for five years each (until December 31, 2030). AIS and ECP mutually agreed that AIS may also use ECPs own patents and ECPs own technical knowledge for research and development activities free of charge, provided that no business secrets of ECP become public as a result. The Licensing Agreement included various upfront payments for the technical knowledge transferred and minimum license fees and contingent license fees based upon the achievement of certain developmental milestones.
The Company currently does not have any commercial products approved for sale.
The Company maintains its books and records in Euro in accordance with the German Commercial Code, which represents generally accepted accounting principles in Germany, or German GAAP. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, or U.S. GAAP. German GAAP varies in certain significant aspects to U.S. GAAP. All necessary adjustments have been made to prepare the accompanying financial statements on the basis of U.S. GAAP in U.S. dollars.
Note 2. Summary of Significant Accounting Policies
The accompanying financial statements reflect the application of certain significant accounting policies described below.
Cash and Cash Equivalents
Cash and cash equivalents consist solely of cash balances in an operating account.
Accounts Receivable
The accounts receivable balance as of December 31, 2012 relates to the gross license fee for the year ended December 31, 2012 related to the license agreement with ECP and was received during the year ended December 31, 2013. In the year ended December 31, 2013, license fees were received on a quarterly basis and no receivable amounts were outstanding as of December 31, 2013.
The Company continuously monitors the timeliness of collections of its receivables. To date, the Company has not experienced any significant losses due to write-offs of receivables and therefore has not recorded a provision for estimated losses.
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Accrued Expenses
As part of the process of preparing its financial statements, the Company is required to estimate accrued expenses. This process involves identifying services that third parties have performed and estimating the level of service performed and the associated cost incurred on these services as of each balance sheet date in its financial statements. The date at which certain services commence, the level of services performed on or before a given date and the cost of services are often subject to the Companys judgment. The Company makes these judgments and estimates based upon known facts and circumstances.
The other liabilities balance as of December 31, 2012 relates to Value Added Tax, or VAT, liabilities associated with the Licensing Agreement and this liability was paid during the year ended December 31, 2013. During the year ended December 31, 2013, VAT liabilities were paid during the year on a quarterly basis and no amounts payable were outstanding as of December 31, 2013.
Translation of Foreign Currencies
The Companys functional currency is Euro. The reporting currency of the financial statements under U.S. GAAP is the U.S. dollar. The Companys financial statements are translated into U.S. dollars using current rates for all assets and liabilities and appropriate historical and weighted-average rates for the stockholders equity accounts and revenues and expenses. Cumulative translation adjustments are reported as a component of accumulated other comprehensive income in the statement of stockholders equity. Currency transaction gains and losses are included as other income, net in the statements of operations.
No statement of comprehensive income (loss) is included as there is no material activity in comprehensive income.
Income Taxes
The Companys provision for income taxes is comprised of the estimated income tax expense in Germany for the current year. The Company recorded an income tax provision of $53K and $51K for the years ended December 31, 2013 and 2012, respectively.
Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each fiscal year end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Recognition of deferred tax assets is limited to amounts for which, in the opinion of management, realization is considered more likely than not in future periods. The Company has no deferred income taxes or unrecognized tax benefits at December 31, 2013 and 2012.
The accrued expenses balance as of December 31, 2012 includes tax payables for corporation and trade income taxes in Germany. During the year ended December 31, 2013, advance payments based on tax assessments of prior years led to a tax receivable for corporation and trade income taxes at December 31, 2013, included as prepaid expenses and other current assets in the balance sheets.
Revenue Recognition
The Company derives its revenues solely from license fees from the Licensing Agreement. The Company recognizes license revenue on the Licensing Agreement in accordance with the revenue recognition guidance of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification. The Company analyzes each element of its licensing agreement to determine the appropriate revenue recognition.
As discussed in Note 1, AIS entered into the Licensing Agreement on June 28, 2007. AIS owns technical knowledge and intellectual property rights in relation to the prototype development of a catheter-based expandable blood pump. Under this agreement, AIS effectively sold the technical knowledge it owned to ECP whereby ECP has exclusive, unrestricted rights in terms of use anywhere in the world and has the right to transfer to other third parties. In addition, the Agreement also provides ECP with access to certain patent rights. The initial license term ends December 31, 2020, with two renewal options for five years each (until December 31, 2030). AIS and ECP mutually agreed that AIS may also use ECPs own patents and ECPs own technical knowledge for research and development activities free of charge, provided that no business secrets of ECP become public as a result. The Licensing Agreement included various upfront payments for the technical knowledge transferred and minimum license fees and contingent license fees based upon the achievement of certain developmental milestones.
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The Licensing Agreement included an initial fee upon signing the agreement for the transfer of technical knowledge and patents in the amount of approximately $672K (K-EUR 500). The Company recognized revenue from these upfront payments upon execution of the agreement as the payment was in exchange for products delivered or services rendered that represented the culmination of a separate earnings process and no further performance obligation exists under the contract. The initial payments were nonrefundable and there are no other contractual performance conditions subsequent to payment.
In addition, the Licensing Agreement included various annual minimum and contingent payments based upon the achievement of certain developmental milestones. During the years ended December 31, 2013 and 2012, the Company recorded license fee revenue of $199K and $193K, respectively, associated with the Licensing Agreement. The Company has not received any payments to date associated with developmental milestones under the Licensing Agreement as none have been achieved through December 31, 2013.
Risks and Uncertainties
The Company is subject to risks common to companies involved with research and development activities, including, but not limited to, development by its competitors of new technological innovations, uncertainty of unproven markets, the high cost of new product development, dependence on key personnel, protection of proprietary technology and compliance with regulations of government authorities and agencies, such as the U.S. Food and Drug Administration.
Note 3. Dividends to Shareholders
As defined in shareholders resolutions dated April 4, 2013 and October 10, 2013, the shareholders of AIS agreed on dividends to shareholders of the profit carried forward at December 31, 2012 and the expected profit in fiscal 2013. Cash dividends totaling $210K were paid to shareholders during the year ended December 31, 2013.
Note 4. Contractual Arrangement
Under the Licensing Agreement, the Company may be obligated to pay a minimum 4% royalty based on net revenues. In each of the years ended December 31, 2013 and 2012, the Company recorded royalty fees of $8K which represented 4% of the Companys net revenues in each of those years.
Note 5. Subsequent Event
The Company has evaluated subsequent events from the balance sheet date through the date on which the financial statements were issued.
On June 30, 2014, ECP entered into an agreement in which it acquired 100% of the shared capital of the Company. On July 1, 2014, the shared capital in ECP were acquired by Abiomed Europe GmbH which is a subsidiary of Abiomed, Inc. a U.S. based listed corporation. The Company holds certain intellectual property useful to ECPs business, and, prior to being acquired by ECP, had licensed such intellectual property to ECP. The purchase price for the acquisition of the Companys shares was approximately $2.8 million in cash and the acquisition closed immediately prior to Abiomeds acquisition of ECP.
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