FORM 10-Q

United States

Securities and Exchange Commission

Washington, D. C. 20549

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended:   February 29, 2012

OR

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 0-14820

IMMUCOR, INC.

(Exact name of registrant as specified in its charter)

Georgia	22-2408354
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3130 Gateway Drive   Norcross, Georgia 30071
(Address of principal executive offices)  (Zip Code)

Registrant's telephone number:  (770) 441-2051

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 x       No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 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 x      No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company o
(do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o      No  x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of March 30, 2012: Common Stock, $0.00 Par Value – 100

IMMUCOR, INC. AND SUBSIDIARIES

QUARTERLY FINANCIAL STATEMENTS

INDEX

PART I.                FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets as of February 29, 2012 (Successor) (unaudited) and as of May 31, 2011 (Predecessor)
	Unaudited Condensed Consolidated Statements of Operations for the three months ended February 29, 2012 (Successor) and February 28, 2011 (Predecessor)
	Unaudited Condensed Consolidated Statements of Operations for the periods August 20, 2011 to February 29, 2012 (Successor), June 1, 2011 to August 19, 2011 (Predecessor) and the nine months ended February 28, 2011 (Predecessor)
	Unaudited Condensed Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss) for the period June 1, 2011 to August 19, 2011 (Predecessor) and August 20, 2011 to February 29, 2012 (Successor)
	Unaudited Condensed Consolidated Statements of Cash Flows for the periods August 20, 2011 to February 29, 2012 (Successor), June 1, 2011 to August 19, 2011 (Predecessor) and for the nine months ended February 28, 2011 (Predecessor)
	Notes to Condensed Consolidated Financial Statements (unaudited)
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures about Market Risk
Item 4.	Controls and Procedures
PART II.                OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 5.	Other Information
Item 6.	Exhibits
SIGNATURES

2

ITEM 1. Financial Statements

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

	Successor			Predecessor
	February 29, 2012			May 31, 2011
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	28,005		$	302,603
Trade accounts receivable, net of allowance for doubtful accounts of $323 and $2,157 at February 29, 2012 and May 31, 2011, respectively		67,798			63,324
Inventories		34,745			32,914
Deferred income tax assets, current portion		6,507			15,884
Prepaid expenses and other current assets		5,854			11,164
Total current assets		142,909			425,889
PROPERTY AND EQUIPMENT, Net		65,548			58,216
GOODWILL		960,219			93,767
INTANGIBLE ASSETS, Net		749,367			54,133
DEFERRED FINANCING COSTS, Net		39,986			-
OTHER ASSETS		682			1,122
Total assets	$	1,958,711		$	633,127
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	11,454		$	10,790
Accrued expenses and other current liabilities		51,178			20,331
Income taxes payable		11,981			8,294
Deferred revenue, current portion		2,983			7,495
Current portion of long term debt, net of debt discounts		3,960			-
Total current liabilities		81,556			46,910
LONG TERM DEBT, NET OF DEBT DISCOUNTS		987,215			-
DEFERRED REVENUE		501			6,080
DEFERRED INCOME TAX LIABILITIES		245,386			9,264
OTHER LONG-TERM LIABILITIES		2,312			2,001
Total liabilities		1,316,970			64,255
COMMITMENTS AND CONTINGENCIES (Note 16)		-			-
SHAREHOLDERS' EQUITY:
Successor: Common stock, $0.00 par value, 100 shares authorized, issued and outstanding as of February 29, 2012		-			-
Predecessor: Common stock, $0.10 par value, 120,000,000 shares authorized, 70,367,219 issued and outstanding as of May 31, 2011		-			7,037
Additional paid-in capital		706,547			45,729
(Accumulated deficit) Retained earnings		(41,752	)		499,152
Accumulated other comprehensive (loss) income		(23,054	)		16,954
Total shareholders' equity		641,741			568,872
Total liabilities and shareholders' equity	$	1,958,711		$	633,127

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

3

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands)

(Unaudited)

	Successor			Predecessor
	Three Months Ended February 29, 2012			Three Months Ended February 28, 2011
NET SALES	$	81,370		$	83,349
COST OF SALES (exclusive of amortization shown separately below)		28,588			24,330
GROSS MARGIN		52,782			59,019
OPERATING EXPENSES:
Research and development		3,775			3,733
Selling and marketing		9,608			8,430
Distribution		4,496			3,982
General and administrative		13,396			7,936
Amortization of intangibles		12,394			1,071
Total operating expenses		43,669			25,152
INCOME FROM OPERATIONS		9,113			33,867
NON-OPERATING INCOME (EXPENSE):
Interest income		-			174
Interest expense		(24,143	)		(29	)
Other, net		(60	)		(94	)
Total non-operating income (expense)		(24,203	)		51
(LOSS) INCOME BEFORE INCOME TAXES		(15,090	)		33,918
(BENEFIT) PROVISION FOR INCOME TAXES		(5,959	)		11,232
NET (LOSS) INCOME	$	(9,131	)	$	22,686

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

4

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands)

(Unaudited)

	Successor			Predecessor
	August 20, 2011 through February 29, 2012			June 1, 2011 through August 19, 2011			Nine Months Ended February 28, 2011
NET SALES	$	175,795		$	74,910		$	248,536
COST OF SALES (exclusive of amortization shown separately below)		78,170			22,955			71,465
GROSS MARGIN		97,625			51,955			177,071
OPERATING EXPENSES:
Research and development		9,544			4,895			12,039
Selling and marketing		20,653			10,510			26,793
Distribution		9,721			3,952			11,954
General and administrative		25,355			38,175			25,025
Amortization expense		26,504			931			3,234
Certain litigation expenses		22,000			-			-
Total operating expenses		113,777			58,463			79,045
(LOSS) INCOME FROM OPERATIONS		(16,152	)		(6,508	)		98,026
NON-OPERATING INCOME (EXPENSE):
Interest income		6			142			520
Interest expense		(52,386	)		-			(48	)
Other, net		600			2,673			(35	)
Total non-operating income (expense)		(51,780	)		2,815			437
(LOSS) INCOME BEFORE INCOME TAXES		(67,932	)		(3,693	)		98,463
(BENEFIT) PROVISION FOR INCOME TAXES		(26,180	)		2,681			33,295
NET (LOSS) INCOME	$	(41,752	)	$	(6,374	)	$	65,168

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

5

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)

(Unaudited, amounts in thousands)

	Common Stock						Additional Paid-In			Retained Earnings/ Accumulated			Accumulated Other Comprehensive Income			Total Shareholders’
	Shares			Amount			Capital			Deficit			(Loss)			Equity
Predecessor:
BALANCE, May 31, 2011		70,367		$	7,037		$	45,729		$	499,152		$	16,954		$	568,872
Shares issued under employee stock plan		415			41			485			-			-			526
Share-based compensation expense		-			-			16,233			-			-			16,233
Stock repurchases and retirements		(103	)		(10	)		(448	)		-			-			(458	)
Comprehensive loss:
Foreign currency translation adjustments		-			-			-			-			(2,153	)		(2,153	)
Net loss		-			-			-			(6,374	)		-			(6,374	)
Total comprehensive loss																	(8,527	)
BALANCE, August 19, 2011		70,679		$	7,068		$	61,999		$	492,778		$	14,801		$	576,646

*Accumulated Other Comprehensive Income balance primarily consists of foreign currency translation adjustments and has no tax effect.

Successor:
BALANCE, August 20, 2011	-	$	-	$	-	$	-		$	-		$	-
Capital contribution from parent, net of costs	100		-		706,233		-			-			706,233
Share-based compensation expense	-		-		314		-			-			314
Comprehensive loss:
Net loss	-		-		-		(41,752	)		-			(41,752	)
Foreign currency translation adjustments	-		-		-		-			(21,877	)		(21,877	)
Cash flow hedges, net of tax	-		-		-		-			(1,177	)		(1,177	)
Total comprehensive loss													(64,806	)
BALANCE, February 29, 2012	100	$	-	$	706,547	$	(41,752	)	$	(23,054	)	$	641,741

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

6

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, amounts in thousands)

	Successor			Predecessor
	August 20, 2011 through February 29, 2012			June 1, 2011 through August 19, 2011			Nine Months Ended February 28, 2011
OPERATING ACTIVITIES:
Net (loss) income	$	(41,752	)	$	(6,374	)	$	65,168
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		36,187			4,321			13,411
Non-cash interest expense		3,795			-			-
Loss on retirement of fixed assets		338			135			712
Provision for doubtful accounts		323			185			396
Share-based compensation expense		314			16,233			4,509
Deferred income taxes		(32,156	)		(3,974	)		5,142
Excess tax benefit from share-based compensation		-			-			(104	)
Changes in operating assets and liabilities:
Accounts receivable, trade		(3,887	)		(3,938	)		(1,646	)
Income taxes		(631	)		3,317			(5,183	)
Inventories		15,262			(3,242	)		(5,027	)
Other assets		(621	)		6,459			1,293
Accounts payable		4,232			(4,023	)		(168	)
Deferred revenue		(547	)		(920	)		(2,250	)
Accrued expenses and other liabilities		14,481			17,409			(2,587	)
Cash provided by (used in) operating activities		(4,662	)		25,588			73,666
INVESTING ACTIVITIES:
Purchases of property and equipment		(3,286	)		(2,265	)		(5,533	)
Acquisition of Immucor, Inc.		(1,939,387	)		-			-
Cash used in investing activities		(1,942,673	)		(2,265	)		(5,533	)
FINANCING ACTIVITIES:
Proceeds from long-term debt		991,406			-			-
Proceeds from capital contributions, net of costs		706,233			-			-
Payment of debt issuance costs		(42,474	)		-			-
Repayments of long-term debt		(1,538	)		-			-
Repurchase of common stock		-			(458	)		(351	)
Proceeds from exercise of stock options		-			524			677
Excess tax benefit from share-based compensation		-			-			104
Cash provided by financing activities		1,653,627			66			430
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		(1,250	)		(3,029	)		3,466
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(294,958	)		20,360			72,029
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		322,963			302,603			202,649
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	28,005		$	322,963		$	274,678
SUPPLEMENTAL INFORMATION:
Income taxes paid, net of refunds	$	6,501		$	3,414		$	33,318
Interest paid		38,828			-			-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Movement from inventory to property and equipment of instruments placed on rental agreements		8,740			1,618			8,657

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

7

IMMUCOR, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business

Immucor, Inc. (“Immucor” and, together with its wholly owned subsidiaries, the “Company”) develops, manufactures and sells a complete line of reagents and automated systems used primarily by hospitals, donor centers and reference laboratories in a number of tests performed to detect and identify certain properties of human blood for the purpose of blood transfusion. The Company operates facilities in the United States, Canada, Western Europe and Japan.  The unaudited condensed consolidated financial statements include the accounts of the Company.

Basis of Presentation

The Company was acquired on August 19, 2011 through a merger transaction with IVD Acquisition Corporation (“Merger Sub”), a wholly owned subsidiary of IVD Intermediate Holdings B, Inc. (the “Parent”). The Parent is a wholly owned indirect subsidiary of IVD Holdings, Inc. which was formed by investment funds affiliated with TPG Capital, L.P. (“TPG Capital”). The acquisition was accomplished through a merger of the Merger Sub with and into the Company, with the Company being the surviving company (the “Acquisition”). As a result of the merger, the Company became a wholly owned subsidiary of Parent. Prior to August 19, 2011, the Company operated as a public company with common stock traded on the NASDAQ Stock Market.

The Company continued as the same legal entity after the Acquisition, however, a new accounting basis was established upon accounting for the merger as a business combination. The accompanying unaudited condensed consolidated statements of operations, cash flows and equity are presented for the quarter ended February 29, 2012 and the year to date ended February 29, 2012, which is presented in two periods: the Predecessor fiscal 2012 period (June 1, 2011 to August 19, 2011) and the Successor fiscal 2012 period (August 20, 2011 to February 29, 2012), which relate to the period preceding the Acquisition and the period succeeding the Acquisition. Although the accounting policies followed by the Company are consistent for the Predecessor and Successor periods, financial information for such periods has been prepared under two different historical-cost bases of accounting and is therefore not comparable. The results of the periods presented are not necessarily indicative of the results that may be achieved for the year ending May 31, 2012, or any other period.

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, and the Securities and Exchange Commission’s (“SEC”) instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been recorded in the interim periods presented. These unaudited, condensed consolidated financial statements should be read in conjunction with the Company’s audited, consolidated financial statements and related notes for the year ended May 31, 2011, included in the Company’s Registration Statement on Form S-4 filed on November 22, 2011.

Basis of Consolidation

The condensed consolidated financial statements include the accounts of Immucor and all its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

2. ACQUISITION

The Company was acquired on August 19, 2011 (the “Acquisition Date”) through the Acquisition described in Note 1.

The Acquisition has been accounted for as a purchase business combination. Acquisition-related transaction costs include investment banking, legal and accounting fees, and other external costs directly related to the Acquisition. Transaction costs paid at closing totaled $88.3 million and include $42.5 million that was capitalized as debt issuance costs and $16.9 million which was incurred by the Company and included in general and administrative expense in the Predecessor fiscal 2012 period. The remaining $28.9 million was incurred by the Parent but paid by the Company out of equity proceeds. These costs have been reflected on the balance sheet as a reduction of the capital contribution from the Parent. In addition, the Company paid $2.0 million of transaction costs prior to closing that is also included in general and administrative expense in the Predecessor fiscal 2012 period.

8

Sources and Uses of Funds

The sources and uses of funds in connection with the Acquisition are summarized below (in thousands):

Sources:
Proceeds from Term Loan	$	596,550
Proceeds from Notes		394,856
Proceeds from equity contributions		735,187
Company cash used in transaction		301,053
	$	2,027,646
Uses:
Equity purchase price	$	1,939,387
Transaction costs		88,259
	$	2,027,646

Preliminary Purchase Price Allocation

The Acquisition was recorded under the acquisition method of accounting by the Parent and pushed-down to the Company by allocating the purchase consideration of $1.9 billion to the cost of the assets acquired, including intangible assets, based on their estimated fair values at the Acquisition Date. The allocation of purchase price is based on management’s judgment after evaluating several factors, including, but not limited to, valuation assessments of tangible and intangible assets. The excess of the total purchase price over the fair value of assets acquired and the liabilities assumed of $974.4 million is recorded as goodwill. The goodwill arising from the Acquisition consists largely of the commercial potential of the Company and the value of the assembled workforce.

The following sets forth the Company’s preliminary purchase price allocation (in thousands):

Cash on hand	$	322,963
Accounts receivable		66,781
Inventories		60,000
Property and equipment		64,683
Intangible assets		779,860
Goodwill		974,426
Current liabilities		(55,863	)
Deferred revenue		(4,107	)
Deferred tax assets and liabilities - net		(273,270	)
Other assets and liabilities - net		3,914
Total purchase price allocation:	$	1,939,387

The Company has not yet finalized its evaluation of the fair value of the assets acquired and liabilities assumed and will finalize the purchase price allocation relating to the Acquisition in the near future. Thus, the provisional measurements of fair value reflected are subject to change once this analysis is finalized. The final valuation could change the allocation of the purchase price, primarily as it relates to deferred income taxes, with a corresponding offset to goodwill.

9

The Company has acquired intangible assets, not including goodwill, totaling approximately $779.9 million in the Acquisition. The amortization of these intangibles is not deductible for tax purposes and hence the Company has recorded a deferred tax liability of approximately $290.8 million to offset the future book amortization related to these intangibles. None of the goodwill of approximately $974.4 million resulting from the Acquisition is deductible for tax purposes.

Identifiable Intangible Assets

In performing the purchase price allocation, the Company considered, among other factors, the intended future use of acquired assets, analyses of historical financial performance and estimates of future performance. The following table sets forth the components of intangible assets as of the Acquisition Date (in thousands):

Intangible Asset	Fair Value		Useful Life
Customer relationships	$	455,000		20
Existing technology and trade names		266,000		11
Corporate trade name		40,000		15
Below market leasehold interests		860		5
In-process research and development		18,000		n/a
	$	779,860

Customer relationships represent the fair value of the existing customer base.

Existing technologies relate to the serology instrument platforms (Galileo, NEO, and Echo); the Company’s proprietary Capture reagent technology; and the molecular immunohematology testing technology.

Corporate trade name represents the Immucor® company brand. Immucor is well recognized by customers as a company that provides an extensive selection of quality products including products that are not available elsewhere in the marketplace.

Below market leasehold interests represents the Company’s interest in the current leases, which provide for payments below comparable leases obtainable contemporaneously with the Acquisition.

Useful lives of the amortizable intangible assets were based on estimated economic useful lives and are being amortized using the straight-line method.

In-process research and development relates primarily to the molecular immunohematology business. The other projects valued relate to technological improvements for the serology instrument platforms, and generally are applicable to the current NEO and Echo instruments, and thus will be able to yield a cash flow impact relatively quickly upon approval and launch. In-process research and development is not amortized, but will be evaluated on a periodic basis to determine which projects remain in process.

10

Pro forma Financial Information

The financial information in the table below summarizes the results of operations of the Company on a pro forma basis, as though the Acquisition had occurred at June 1, 2010. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the Acquisition had taken place at the beginning of the earliest period presented. Such pro forma financial information is based on the historical financial statements of the Company. This pro forma financial information is based on estimates and assumptions, which have been made solely for purposes of developing such pro forma information, including, without limitation, purchase accounting adjustments. The pro forma financial information presented below also includes depreciation and amortization based on the valuation of the Company’s tangible assets and identifiable intangible assets, interest expense and management fee resulting from the Acquisition. The pro forma financial information presented below (in thousands) does not reflect any synergies or operating cost reductions that may be achieved.

	Three Months Ended						Nine Months Ended
	February 29, 2012			February 28, 2011			February 29, 2012			February 28, 2011
	(in thousands)						(in thousands)
Revenue	$	81,370		$	83,349		$	250,705		$	248,536
Net loss	$	(9,131	)	$	(441	)	$	(47,245	)	$	(4,225	)

3. RELATED PARTY TRANSACTIONS

In connection with the Acquisition, the Company entered into a management services agreement with TPG Capital pursuant to which TPG Capital received on the closing date an aggregate transaction fee of $18 million in cash, of which $8.0 million was capitalized as deferred debt issue costs relating to the commercial banking services that TPG Capital provided in conjunction with negotiating the debt arrangements. In addition, pursuant to such agreement, and in exchange for on-going consulting and management advisory services that will be provided to the Company, TPG Capital will receive an aggregate annual monitoring fee of $3 million that is prepaid quarterly. In the Successor quarter ended February 29, 2012, $1.0 million was recorded for monitoring fees and expenses and is included in selling, general and administrative expenses in the consolidated statement of operations. During the Successor fiscal 2012 period, approximately $1.8 million was recorded for monitoring fees and expenses and is included in general and administrative expenses in the consolidated statement of operations.

4. INVENTORIES

Typically inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value). However, in relation to the Acquisition on August 19, 2011, a fair value adjustment of $25.4 million increased inventory to net realizable value, which was greater than replacement cost.  As of February 29, 2012, all of the fair value adjustment has been expensed through cost of sales in the Successor fiscal 2012 period and inventories are again stated at the lower of cost (first-in, first-out basis) or market (net realizable value).

	Successor		Predecessor
	February 29, 2012		May 31, 2011
	(in thousands)		(in thousands)
Raw materials and supplies	$	10,627	$	9,506
Work in process		4,522		4,012
Finished goods		19,596		19,396
	$	34,745	$	32,914

11

5. GOODWILL

	Successor
	February 29, 2012
	(in thousands)
Beginning balance, August 20, 2011	$	-
Additions:
Acquisition of Immucor, Inc.		974,426
Foreign currency translation adjustment		(14,207	)
Ending balance, February 29, 2012	$	960,219

	Predecessor
	August 19, 2011
	(in thousands)
Beginning balance, May 31, 2011	$	93,767
Foreign currency translation adjustment		298
Ending balance, August 19, 2011	$	94,065

6. OTHER INTANGIBLE ASSETS

		Successor							Predecessor
		February 29, 2012							May 31, 2011
	Weighted Average Life	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
		(in thousands)							(in thousands)
Intangible assets subject to amortization:
Customer lists	20 yrs	$	450,888	$	(12,011	)	$	438,877	$	5,215	$	(2,117	)	$	3,098
Existing technology / trade names	11 yrs		266,000		(12,983	)		253,017		-		-			-
Corporate trade name	15 yrs		40,000		(1,421	)		38,579		-		-			-
Below market leasehold interests	5 yrs		860		(92	)		768		-		-			-
Deferred licensing costs	6 yrs		126		-			126		1,013		(579	)		434
Distribution rights	10 yrs		-		-			-		4,492		(3,359	)		1,133
Non-compete agreements	5 yrs		-		-			-		1,650		(935	)		715
Developed product technology	17 yrs		-		-			-		51,097		(8,597	)		42,500
Trademarks / tradenames	17 yrs		-		-			-		1,615		(281	)		1,334
Total amortizable assets			757,874		(26,507	)		731,367		65,082		(15,868	)		49,214
Intangible assets not subject to amortization:
In-process research and development			18,000		-			18,000		-		-			-
Deferred licensing costs			-		-			-		4,919		-			4,919
Total non-amortizable assets			18,000		-			18,000		4,919		-			4,919
Total other intangible assets		$	775,874	$	(26,507	)	$	749,367	$	70,001	$	(15,868	)	$	54,133

12

A portion of the Company’s customer list is held in functional currencies outside the U.S.  Therefore, the stated cost as well as the accumulated amortization is affected by the fluctuation in foreign currency exchange rates.  Amortization of intangible assets was $12.4 million for the Successor quarter ended February 29, 2012 and $1.1 million for the Predecessor quarter ended February 28, 2011.  Amortization of intangible assets amounted to $26.5 million in the Successor fiscal 2012 period and $0.9 million in the Predecessor fiscal 2012 period compared with $3.2 million in the Predecessor fiscal 2011 period. The following table presents our estimate of amortization expense for each of the next five fiscal years and thereafter (in thousands):

Year Ending May 31:
2012	$	38,936
2013		49,739
2014		49,739
2015		49,739
2016		49,739
Thereafter		493,475
	$	731,367

7. LONG-TERM DEBT

Long-term debt consists of the following:

	Successor			Predecessor
	February 29, 2012			May 31, 2011
	(in thousands)			(in thousands)
Term loan facility, net of $17,359 debt discounts	$	596,103		$	-
Revolving credit facility		-			-
Notes, net of $4,928 debt discounts		395,072			-
		991,175			-
Less current portion		(3,960	)		-
Long-term debt, net of current portion	$	987,215		$	-

Senior Secured Credit Facilities, Security Agreement and Guaranty

In connection with the Acquisition on August 19, 2011, the Company entered into a credit agreement and related security and other agreements for (1) a $615 million senior secured term loan facility (the “Term Loan Facility”) and (2) a $100 million senior secured revolving loan facility (the “Revolving Facility,” and together with the Term Loan Facility, the “Senior Credit Facilities”) with certain lenders, Citibank, N.A., as administrative agent and collateral agent and the other agents party thereto. In addition to borrowings upon prior notice, the Revolving Facility includes borrowing capacity in the form of letters of credit and borrowings on same-day notice, referred to as swingline loans, in each case, up to $25.0 million, and is available in U.S. dollars, GBP, Euros, Yen, Canadian dollars and in such other currencies as the Company and the administrative agent under the Revolving Facility may agree (subject to a sublimit for such non-U.S. currencies). The credit agreement governing the Senior Credit Facilities provides that, subject to certain conditions, the Company may request additional tranches of term loans and/or increase commitments under the Revolving Facility and/or the Term Loan Facility and/or add one or more incremental revolving credit facility tranches (provided there are no more than three such tranches with different maturity dates outstanding at any time) in an aggregate amount not to exceed (a) $150.0 million plus (b) an unlimited amount at any time, subject to compliance on a pro forma basis with a senior secured first lien net leverage ratio of no greater than 3.75:1.00 (with amounts alternatively consisting of debt securities and debt that is secured on a junior lien basis to the liens securing the Senior Credit Facilities or is unsecured subject to compliance with a senior secured net leverage ratio of no greater than 4.00:1.00). Availability of such additional tranches of term loans or revolving credit facilities and/or increased commitments is subject to, among other conditions, the absence of any default under the credit agreement governing the Senior Credit Facilities and the receipt of commitments by existing or additional financial institutions.

Beginning on December 30, 2011, and on the last business day of each calendar quarter, the Company is required to make scheduled quarterly payments each equal to 0.25% of the original principal amount of the loans under the Term Loan Facility, or $1.5 million, with the balance due and payable on the seventh anniversary of the closing date. The Company is also required to repay loans under the Term Loan Facility based on annual excess cash flows as defined in the credit agreement governing the Term Loan Facility and upon the occurrence of certain other events set forth in the Term Loan Facility. The initial maturity date for the Revolving Credit Facility is five years from the closing date.

13

Borrowings under the Senior Credit Facilities bear interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either (a) in the case of borrowings in U.S. dollars, a base rate determined by reference to the highest of (1) the prime rate of Citibank, N.A., (2) the federal funds effective rate plus 0.50% and (3) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (b) in the case of borrowings in U.S. dollars or another currency, a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, which, in the case of the Term Loan Facility only, shall be no less than 1.50%. The applicable margin for borrowings under the Senior Credit Facilities is currently 4.75% with respect to base rate borrowings and 5.75% with respect to LIBOR borrowings. The applicable margin for borrowings under the Senior Credit Facility is subject to a 0.25% step-down, when the Company’s senior secured net leverage ratio at the end of a fiscal quarter is less than or equal to 3:00 to 1:00. The interest rate on the term loan was 7.25% as of February 29, 2012.

All obligations under the Senior Credit Facilities are unconditionally guaranteed by the Parent and certain of the Company’s existing and future wholly owned domestic subsidiaries (such subsidiaries collectively, the “Subsidiary Guarantors”), and are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Parent and Subsidiary Guarantors, including, in each case subject to customary exceptions and exclusions:

• a first-priority pledge of all of the Company’s capital stock directly held by Parent and a first-priority pledge of all of the capital stock directly held by the Company and Subsidiary Guarantors (which pledge, in the case of the capital stock of each (a) domestic subsidiary that is directly owned by the Company or by any Subsidiary Guarantor and that is a disregarded entity for United States federal income tax purposes and that has no material assets other than equity interests in one or more foreign subsidiaries that are controlled foreign corporations for United States federal income tax purposes or (b) foreign subsidiary, is limited to 65% of the stock of such subsidiary); and

• a first-priority security interest in substantially all of the Parent’s, the Company’s and the Subsidiary Guarantor’s other tangible and intangible assets. Parent has no material operations or assets other than the capital stock of the Company.

The Senior Credit Facilities include restrictions on the Company’s ability and the ability of certain of its subsidiaries to, among other things, incur or guarantee additional indebtedness, pay dividends (including to Parent) on, or redeem or repurchase capital stock, make certain acquisitions or investments, materially change its business, incur or permit to exist certain liens, enter into transactions with affiliates or sell its assets to, or merge or consolidate with or into, another company or prepay or amend subordinated or unsecured debt.

Although the Parent is not generally subject to the negative covenants under the Senior Credit Facilities, the Parent is subject to a passive holding company covenant that limits its ability to engage in certain activities other than (i) owning equity interests in the Company and holding cash or property received by the Company, (ii) maintaining its legal existence and engaging in administrative matters related to being a holding company, (iii) performing its obligations under the Senior Credit Facilities, the Senior Notes due 2019 (“Notes”) and other financings not prohibited by the Senior Credit Facilities, (iv) engaging in public offerings of its securities and other equity issuances and financing activities permitted under the Senior Credit Facilities, (v) providing indemnifications to officers and directors and (vi) engaging in activities incidental to the activities described above.

In addition, the credit agreement governing the Senior Credit Facilities requires the Company to comply with a maximum senior secured net leverage ratio financial maintenance covenant, to be tested on the last day of each fiscal quarter. A breach of this covenant is subject to certain equity cure rights. The credit agreement governing the Senior Credit Facilities also contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default, including upon change of control and a cross-default to any other indebtedness with an aggregate principal amount of $20 million or more. If an event of default occurs under the Senior Credit Facilities, the lenders may declare all amounts outstanding under the Senior Credit Facilities immediately due and payable. In such event, the lenders may exercise any rights and remedies they may have by law or agreement, including the ability to cause all or any part of the collateral securing the Senior Credit Facilities to be sold.

14

There were no borrowings under the Revolving Facility and no outstanding letters of credit on February 29, 2012.

Indenture and the Senior Notes Due 2019

On August 19, 2011, the Company (as successor by merger to IVD Acquisition Corporation, the Merger Sub), issued $400 million in principal amount of Notes. The Notes bear interest at a rate of 11.125% per annum, and interest is payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2012. The Notes mature on August 15, 2019.

Subject to certain exceptions, the Notes are guaranteed on a senior unsecured basis by each of the Company’s current and future wholly owned domestic restricted subsidiaries (and non-wholly owned subsidiaries if such non-wholly owned subsidiaries guarantee the Company’s or another guarantor’s other capital market debt securities) that is a guarantor of certain debt of the Company or another guarantor, including the Senior Credit Facilities. The Notes are the Company’s senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future indebtedness that is not expressly subordinated in right of payment thereto. The Notes will be senior in right of payment to any future indebtedness that is expressly subordinated in right of payment thereto and effectively junior to (a) the Company’s existing and future secured indebtedness, including the Senior Credit Facilities described above, to the extent of the value of the collateral securing such indebtedness and (b) all existing and future liabilities of the Company’s non-guarantor subsidiaries.

The Indenture governing the Notes contains certain customary provisions relating to events of default and covenants, including without limitation, a cross-payment default provision and cross-acceleration provision in the case of a payment default or acceleration according to the terms of any indebtedness with an aggregate principal amount of $25 million or more, restrictions on the Company’s and certain of its subsidiaries’ ability to, among other things, incur or guarantee indebtedness; pay dividends on, redeem or repurchase capital stock; prepay, redeem or repurchase certain debt; sell or otherwise dispose of assets; make investments; issue certain disqualified or preferred equity; create liens; enter into transactions with the Company’s affiliates; designate the Company’s subsidiaries as unrestricted subsidiaries; enter into agreements restricting the Company’s restricted subsidiaries’ ability to (1) pay dividends, (2) make loans to the Company or any restricted subsidiary that is a guarantor or (3) sell, lease or transfer assets to the Company or any restricted subsidiary that is a guarantor; and consolidate, merge, or transfer all or substantially all of the Company’s assets. The covenants are subject to a number of exceptions and qualifications. Certain of these covenants, excluding without limitation those relating to transactions with the Company’s affiliates and consolidation, merger, or transfer of all or substantially all of the Company’s assets, will be suspended during any period of time that (1) the Notes have investment grade ratings and (2) no default has occurred and is continuing under the Indenture. In the event that the Notes are downgraded to below an investment grade rating, the Company and certain subsidiaries will again be subject to the suspended covenants with respect to future events.

The Company is not aware of any violations of the covenants pursuant to the terms of all debt agreements.

15

Future Commitments

Debt principal repayment requirements over the next five fiscal years are as follows (in thousands):

Year Ending May 31:
2012	$	1,538
2013		6,150
2014		6,150
2015		6,150
2016		6,150
Thereafter		987,324
	$	1,013,462

Interest Expense

The significant components of interest expense are as follows (in thousands):

	Successor		Predecessor
	Quarter Ended February 29, 2012		Quarter Ended February 28, 2011
Term loan, including OID amortization	$	11,693	$	-
Interest rate swaps		278		-
Notes, including OID amortization		10,923		-
Revolver commitment fees		96		-
Amortization of deferred financing costs		1,153		-
Other		-		29
Interest expense	$	24,143	$	29

	Successor		Predecessor
	August 20, 2011 through February 29, 2012		June 1, 2011 through August 19, 2011		Nine Months Ended February 28, 2011
Term loan, including OID amortization	$	25,155	$	-	$	-
Interest rate swaps		498		-		-
Notes, including OID amortization		23,894		-		-
Revolver commitment fees		271		-		-
Amortization of deferred financing costs		2,488		-		-
Other		80		-		48
Interest expense	$	52,386	$	-	$	48

8. DERIVATIVE FINANCIAL INSTRUMENTS

Interest Rate Swaps

In August 2011 during the Successor Period, the Company entered into floating-to-fixed interest rate swap agreements for an aggregate notional amount of $320 million related to a portion of the Company’s floating rate indebtedness. The purpose of entering into this swap is to eliminate all but small movements (due to possible differences in reset timing between the swap and the debt) in future debt interest payments. The objective of this swap is to protect the Company from variability in cash flows attributable to changes in LIBOR interest rates. The Company’s strategy is to use a pay fixed receive floating swap to convert the current or any replacement floating rate credit facility where LIBOR is consistently applied into a USD fixed rate obligation.  The only variable piece remaining is the difference in actual reset date when the swap and debt are not lined up. Consistent with the terms of the Company’s credit facility, these swaps include a LIBOR floor of 1.5%. These swap agreements, effective in August 2011, hedge a portion of contractual floating rate interest commitments through the expiration of the agreements in September of each year 2013 through 2016. As a result of entering into the swap agreements, the LIBOR rate associated with the hedged amount of the Company’s indebtedness has been fixed at a weighted average rate of 1.8%.

16

Fair Value

As of the effective date, the Company designated the interest rate swap agreements as cash flow hedges. As cash flow hedges, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The interest rate swap agreements are highly correlated to the changes in interest rates to which the Company is exposed. Unrealized gains and losses on these swaps are designated as effective or ineffective. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses will be recorded as a component of interest expense. Future realized gains and losses in connection with each required interest payment will be reclassified from accumulated other comprehensive income or loss to interest expense.

The fair values of the interest rate swap agreements are estimated using industry standard valuation models using market-based observable inputs, including interest rate curves (level 2). A summary of the recorded assets (liabilities) included in the condensed consolidated balance sheet is as follows:

	Successor			Predecessor
	February 29, 2012			May 31, 2011
	(in thousands)			(in thousands)
Interest rate swaps (included in other liabilities)	$	(1,906	)	$	-
Accumulated other comprehensive loss, net of tax		(1,177	)		-

9. FAIR VALUE

The Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

• Level 1—Quoted prices in active markets for identical assets or liabilities.

• Level 2—Observable inputs, other than quoted prices included in Level 1, such as quoted prices for markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

				Fair Value at Reporting Date Using
Description	February 29, 2012			Level 1		Level 2			Level 3
Derivatives
Interest rate swaps (included in other liabilities)	$	(1,906	)	$	-	$	(1,906	)	$	-
Total derivatives	$	(1,906	)	$	-	$	(1,906	)	$	-

The level 2 inputs used to calculate fair value were interest rates, volatility and credit derivative markets.

Financial assets and liabilities

The fair value of the Company’s debt is estimated to be $991.2 million at February 29, 2012.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts payable and other current liabilities approximate fair value because of their short-term nature.

17

10. COMPREHENSIVE INCOME (LOSS)

The components of comprehensive income (loss) for the three months ended February 29, 2012 and February 28, 2011, as well as the nine months ended February 29, 2012 separated into Predecessor and Successor periods, and the nine months ended February 28, 2011 are as follows:

	Successor			Predecessor
	Three Months Ended  February 29, 2012			Three Months Ended  February 28, 2011
	(In thousands)			(In thousands)
Net (loss) income	$	(9,131	)	$	22,686
Foreign currency translation adjustment		(460	)		5,521
Cash flow hedge, net of tax		(702	)		-
Comprehensive (loss) income	$	(10,293	)	$	28,207

	Successor			Predecessor
	August 20, 2011 through February 29, 2012			June 1, 2011 through August 19, 2011			Nine Months Ended February 28, 2011
	(In thousands)			(In thousands)			(In thousands)
Net (loss) income	$	(41,752	)	$	(6,374	)	$	65,168
Foreign currency translation adjustment		(21,877	)		(2,153	)		11,040
Cash flow hedge, net of tax		(1,177	)		-			-
Comprehensive (loss) income	$	(64,806	)	$	(8,527	)	$	76,208

The components of accumulated other comprehensive income (loss) as of February 29, 2012 and May 31, 2011 are as follows:

	Successor			Predecessor
	February 29, 2012			May 31, 2011
	(In thousands)			(In thousands)
Foreign currency translation adjustment	$	(21,877	)	$	16,954
Cash flow hedge, net of tax		(1,177	)		-
Accumulated other comprehensive (loss) income	$	(23,054	)	$	16,954

11. REVENUE RECOGNITION

The Company recognizes revenue in accordance with accounting principles generally accepted in the United States of America, principally those required by the “Revenue Recognition” topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and those prescribed by the SEC. Revenue is recognized when the following four basic criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.

The Company’s revenue is generated from the following sources.

• Reagent sales

• Instrument sales

• Consumables (part kits)

• Training

• General Support Agreements

• Instrument leases

18

Effective June 1, 2011, the Company prospectively adopted Accounting Standards Update (“ASU”) 2009-13, “Multiple-Deliverable Revenue Arrangements.” Under historical standards, the Company used the residual method to allocate arrangement consideration when vendor specific objective evidence existed for all undelivered elements, but not for the delivered elements. Under the new standards, the Company allocates revenue to all elements based on their relative selling prices. The selling prices of the various elements of our contractual arrangements are determined as follows:

• Reagents (without price guarantees)—the selling price of reagents (without price guarantees) is based on vendor specific objective evidence (“VSOE”) of fair value by reference to the price our customers are required to pay for the reagents when sold separately.

• Reagents (with price guarantees)—the selling price of reagents (with price guarantees) is based on management’s best estimate of selling price (“MBESP”). In determining MBESP, we consider the following: (1) our pricing practices as they relate to future price increases, (2) the overall economic conditions, and (3) competitor pricing. Revenue from the sale of the Company’s reagents (both with and without price guarantees) to end users is primarily recognized upon shipment when both title and risk of loss transfer to the customer, unless there are specific contractual terms to the contrary. Revenue from the sale of the Company’s reagents to distributors is recognized FOB customs clearance when both title and risk of loss transfer to the customer.

• Instruments—the selling price of our instruments is based on MBESP. In determining MBESP, we consider the following: (1) the overall economic conditions, (2) the expected profit margin to be realized on the instruments, and (3) competitor pricing. Revenue from instrument sales is recognized when the instrument has been installed and accepted by the customer.

• Consumables (part kits)—the selling price of our consumables is based on MBESP. In determining MBESP, we consider the following: (1) the overall economic conditions, (2) the expected profit margin to be realized on the agreement, and (3) competitor pricing. Revenue from consumables is recognized when the consumables have been delivered.

• Training—the selling price of training is based on VSOE of fair value by reference to the price our customers are required to pay for training when training services are sold separately (through additional/incremental training sessions). Revenue from training services is recognized as the training services are provided.

• General Support Agreements—the selling price of general support agreements is based on VSOE by reference to the price our customers are required to pay for the general support agreements when sold separately via renewals. Revenue from general support agreements is recognized over the term of the agreement.

• Instrument leases—the selling price of instrument leases is based on MBESP. In determining MBESP, we consider the following: (1) the overall economic conditions, (2) the expected profit margin to be realized on the agreement, and (3) competitor pricing. Revenue from instrument leases is recognized over the term of the operating lease, which is generally 60 months.

The adoption of ASU 2009-13 did not have a material impact on the Company’s consolidated financial statements.

12. SHARE-BASED COMPENSATION

Successor share-based compensation

Plan summary

The IVD Holdings Inc. 2011 Equity Incentive Plan (the “2011 Plan”) was established in December 2011 by the Company’s indirect parent company, IVD Holdings Inc. (“Holdings”).  Under the 2011 Plan, awards of stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units, performance awards and any other awards that are convertible into or based on stock can be granted as incentive or compensation to employees, non-employee directors, consultants or advisors of the Company and Holdings.  The share-based compensation expense relating to awards to those persons has been pushed down from IVD Holdings Inc. to the Company. 

A maximum of 514,631 shares of stock may be delivered in satisfaction of, or may underlie, awards under the Plan. Stock option awards are granted with either time based vesting or performance based vesting.  The time-vested options typically vest over a five year period (20% per year).  The performance-vested options vest in tranches upon the achievement of certain performance objectives, which are measured over approximately a four year period.  The stock appreciation rights vest only on the occurrence of a liquidity event.  These awards have a 10 year term.  Restricted stock unit awards typically vest over a two year period (50% per year) and do not have a contractual term. Upon vesting, restricted stock units are settled as shares of the Company's common stock.

19

Valuation method used and assumptions

The Company estimates the fair value of stock options and stock appreciation rights using a Monte Carlo simulation approach. Key input assumptions used to estimate the fair value of stock options and stock appreciation rights include the initial value of common stock, expected term until the exercise of the equity award, the expected volatility of the equity, risk-free rates of return and dividend yields, if any. The Company estimated the fair value of options and stock appreciation rights at the grant date using the following weighted average assumptions:

	Successor
	Three Months	August 20, 2011
	Ended	through
	February 29, 2012	February 29, 2012
Risk-free interest rate (1)	0.24%	0.24%
Expected volatility (2)	50.00%	50.00%
Expected life (years) (3)	4.70	4.70
Expected dividend yield (4)	-	-

1.  Based on the U.S. Constant Maturity Treasury (CMT) curve in effect at the time of award.

2. Expected stock price volatility is based on the average historical volatility of the Company when it was publicly traded and weekly stock returns of comparable companies during the period corresponding to the expected life of the options and stock appreciation rights.

3. Represents the period of time options are expected to remain outstanding.

4. The Company has not paid dividends on its common stock and does not expect to pay dividends on its common stock in the near future.

20

Stock options

Service vested options

Compensation cost for stock options with tiered vesting terms is recognized on a straight-line basis over the vesting periods. Activity for the service vested options was as follows for the Successor period ended February 29, 2012:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value (1)
							(in thousands)
Outstanding at August 20, 2011		-	$	-
Granted		128,779		100.00
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at February 29, 2012		128,779	$	100.00		9.8	$	-
Exercisable at February 29, 2012		-	$	-		-	$	-

(1) The aggregate intrinsic value in the above table represents the total pre-tax amount that a participant would receive if the option had been exercised on the last day of the respective fiscal period.  Options that are underwater are not included in the intrinsic value amount.

The weighted-average grant-date fair value of share options granted during the Successor fiscal period ended February 29, 2012 was $27.73.

As of February 29, 2012, there was $3.4 million of total unrecognized compensation cost related to nonvested service-based stock option awards. This compensation cost is expected to be recognized over a weighted average period of approximately 4.5 years.

Performance vested options

Compensation cost for performance based stock options is recognized when the achievement of the performance conditions is considered probable.  Management reassesses at each reporting date whether satisfaction of the performance condition is probable.  If changes in the estimated outcome of the performance conditions affect the quantity of the awards expected to vest, the cumulative effect of the change is recognized in the period of change.  As of February 29, 2012, management believes the achievement of the performance conditions related to the performance based stock options is probable.  Accordingly, the Company has begun to recognize expense on these awards.  Activity for the performance based options was as follows for the Successor period ended February 29, 2012:

21

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value (1)
							(in thousands)
Outstanding at August 20, 2011		-	$	-
Granted		124,779		100.00
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at February 29, 2012		124,779	$	100.00		9.8	$	-
Exercisable at February 29, 2012		-	$	-		-	$	-

(1) The aggregate intrinsic value in the above table represents the total pre-tax amount that a participant would receive if the option had been exercised on the last day of the respective fiscal period.  Options that are underwater are not included in the intrinsic value amount.

The weighted-average grant-date fair value of share options granted during the Successor fiscal period ended February 29, 2012 was $20.59.

As of February 29, 2012, there was $2.5 million of total unrecognized compensation cost related to nonvested performance-based stock option awards. This compensation cost is expected to be recognized over a weighted average period of approximately 4.4 years.

Restricted stock units

The fair value of restricted stock is estimated using the Monte Carlo simulation approach described above and is then discounted due to non-marketability. The following is a summary of the changes in unvested restricted stock units for the Successor fiscal period ended February 29, 2012:

	Number of Shares		Weighted-Average Grant-Date Fair Value
Nonvested stock units outstanding at August 20, 2011		-	$	-
Granted		1,600		78.64
Vested		-		-
Forfeited		-		-
Nonvested stock units outstanding at February 29, 2012		1,600	$	78.64

As of February 29, 2012, there was $0.1 million of total unrecognized compensation cost related to nonvested restricted stock awards. This compensation cost is expected to be recognized over the weighted average period of approximately 1.8 years.

Stock appreciation rights

The stock appreciation rights that have been awarded are performance based, cash settled awards, which require liability treatment.  The performance condition linked to vesting of these awards is a liquidity event, which, as of February 29, 2012, management has determined that the satisfaction of that performance condition is not considered probable.  Therefore, no expense or liability has been recognized.

22

The following is a summary of the changes in cash-settled stock appreciation rights for the Successor fiscal period ended February 29, 2012:

	Number of Shares		Weighted-Average Grant-Date Fair Value
Stock appreciation rights outstanding at August 20, 2011		-	$	-
Granted		86,400		20.59
Vested		-		-
Forfeited		-		-
Stock appreciation rights outstanding at February 29, 2012		86,400	$	20.59

As of February 29, 2012, the fair value of the liability relating to cash settled stock appreciation rights was $1.8 million.

Shares available for future grants

As of February 29, 2012, a total of 173,073 shares were available for future grants.

Predecessor share-based compensation

Plan summary

The Company had a Long-Term Incentive Plan that was approved by the shareholders in 2005 (the “2005 Plan”). Under the 2005 Plan, the Company was able to award stock options, stock appreciation rights, restricted stock, deferred stock, and other performance-based awards as incentive and compensation to employees and directors. The 2005 Plan provided for accelerated vesting of option and restricted stock awards if there was a change in control, as defined in the plan. The 2005 Plan was terminated effective upon the Acquisition and no awards are currently outstanding or may be granted in the future under the 2005 Plan.

Plan activity

In an annual group grant in June 2011, the Company issued 162,535 performance based units and 228,890 restricted stock units with a grant date fair value of $19.85. These units had an original vesting period of three years.

Compensation expense

Share-based compensation of the Predecessor reflects the fair value of employee share-based awards, including options, restricted stock, restricted stock units and performance units, which were typically recognized as expense on a straight line basis over the requisite service period of the award.

Immediately prior to the Acquisition, all outstanding awards became fully vested and the unrecognized compensation expense was recognized.

Share-based compensation of the Successor reflects the fair value of employee share-based awards, including both performance and service vested.  For service vested awards, the expense is typically recognized on a straight line basis over the requisite service period. For performance based awards, the expense is recognized when the achievement of the performance conditions is considered probable.

23

A summary of share-based compensation recorded in the Successor and Predecessor statements of operations is as follows:

	Successor			Predecessor
	Three Months Ended February 29, 2012			Three Months Ended February 28, 2011
	(in thousands)			(in thousands)
Share-based compensation	$	314		$	1,333
Tax benefit		(122	)		(410	)
Share-based compensation, net	$	192		$	923

	Successor			Predecessor
	August 20, 2011			June 1, 2011			Nine Months
	through			through			Ended
	February 29, 2012			August 19, 2011			February 28, 2011
	(in thousands)			(in thousands)
Share-based compensation	$	314		$	16,233		$	4,509
Tax benefit		(122	)		(5,682	)		(1,360	)
Share-based compensation, net	$	192		$	10,551		$	3,149

13. INCOME TAXES

As a result of the Acquisition, the Company will have a short tax year that coincides with the Predecessor period ending August 19, 2011. As such, the income tax provision for the Predecessor period reflects the income tax results that are expected to be reported on the short period return ending August 19, 2011. For the Successor fiscal 2012 period, the Company estimated its annual effective rate based on projected taxable income for the remainder of the year, adjusting as necessary for discrete events occurring in a particular period. The effective tax rate is applied to pre-tax book income to arrive at a tax provision for the period.

The effective tax rate for the Successor quarter ended February 29, 2012 and the Predecessor quarter ended February 28, 2011 was 39.5% and 33.1%, respectively.  The effective tax rate was higher during the Successor quarter primarily due to the loss of the domestic production deduction due to the company’s net tax loss and discrete tax items recognized during the quarter. The effective tax rate for the Successor fiscal 2012 period, the Predecessor fiscal 2012 period, and the Predecessor fiscal 2011 period was 38.5%, (72.6)% and 33.8%, respectively. The difference between the federal statutory rate of 35% and the effective tax rate for the 195 day period ending February 29, 2012 (the Successor fiscal 2012 period) primarily relates to foreign tax credits and the loss of the domestic production deduction. The difference between the federal statutory rate and the effective tax rate for the 79 day period ending August 19, 2011 (the Predecessor fiscal 2012 period) primarily relates to the income taxes associated with the repatriation of foreign earnings in excess of foreign tax credits earned, the non-deductibility of certain transaction costs, and state income taxes.

Deferred income taxes reflect the net tax effects of: (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes; and (b) operating loss and credit carry-forwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. In accounting for the Acquisition, the Company recorded deferred tax liabilities of approximately $290.8 million associated with acquired intangible assets that have no income tax basis. These liabilities are offset by deferred tax assets primarily associated with net operating losses and tax credit carry-forwards. The net deferred tax liabilities total $238.9 million at February 29, 2012.

In the Predecessor periods, the Company considered its investment in foreign subsidiaries to be permanently invested. Accordingly, no deferred tax liabilities were provided for its investments in foreign subsidiaries. Subsequent to the Acquisition, the Company no longer considers itself to be permanently reinvested with respect to its accumulated and unrepatriated earnings as well as the future earnings of each foreign subsidiary. Accordingly, the Company has recorded a deferred tax liability associated with its accumulated and unrepatriated earnings through the Acquisition date and will provide for deferred taxes on future earnings of its foreign subsidiaries. The Company continues to consider its investment in each foreign subsidiary in excess of its accumulated and unrepatriated earnings to be permanently reinvested and thus has not recorded a deferred tax liability on that amount.

24

14. SEGMENT AND GEOGRAPHIC INFORMATION

The Company’s operations and segments are organized around geographic areas. The foreign locations principally function as distributors of products primarily developed and manufactured by the Company in the United States and Canada. The accounting policies applied in the preparation of the Company’s consolidated financial statements are applied consistently across all segments. Intersegment sales are recorded at market price and are eliminated in consolidation. The Other segment consists of Canada and Japan.

Net sales by product group, segment information and net export sales for the three months ended  February 29, 2012 and February 28, 2011, as well as, information for the nine months ended February 29, 2012, separated into Predecessor and Successor periods, and the nine months ended February 28, 2011 is summarized below (in thousands).

Net Sales

	Successor		Predecessor
	Three Months Ended February 29, 2012		Three Months Ended February 28, 2011
Sales by product group
Traditional reagents	$	48,371	$	49,605
Capture reagents		20,153		21,539
Instruments		11,362		10,807
Molecular immunohematology		1,484		1,398
Net sales	$	81,370	$	83,349

	Successor		Predecessor
	August 20, 2011 Through February 29, 2012		June 1, 2011 through August 19, 2011		Nine Months Ended February 28, 2011
Sales by product group
Traditional reagents	$	102,362	$	42,936	$	148,873
Capture reagents		45,801		21,239		62,212
Instruments		24,439		9,457		33,319
Molecular immunohematology		3,193		1,278		4,132
Net sales	$	175,795	$	74,910	$	248,536

25

Segment Information for the Quarter

	Successor
	For the Three Months Ended February 29, 2012
	U.S.		Europe		Other		Elims			Consolidated
Sales:
Unaffiliated customers	$	56,007	$	16,750	$	8,613	$	-		$	81,370
Affiliates		3,735		4,508		83		(8,326	)		-
Net Sales	$	59,742	$	21,258	$	8,696	$	(8,326	)	$	81,370
Income from operations	$	5,250	$	1,393	$	2,470	$	-		$	9,113
Goodwill		695,727		152,657		111,835		-			960,219
Intangible assets		660,897		45,292		43,178		-			749,367
Total assets at period end		2,001,009		273,920		174,893		(491,111	)		1,958,711

	Predecessor
	For the Three Months Ended February 28, 2011
	U.S.		Europe		Other		Elims			Consolidated
Sales:
Unaffiliated customers	$	59,875	$	15,998	$	7,476	$	-		$	83,349
Affiliates		3,840		3,313		39		(7,192	)		-
Net Sales	$	63,715	$	19,311	$	7,515	$	(7,192	)	$	83,349
Income (loss) from operations	$	28,111	$	3,213	$	2,543	$	-		$	33,867
Goodwill		73,881		6,993		15,511		-			96,385
Intangible assets		47,679		1,197		6,193		-			55,069
Total assets at period end		657,440		86,162		61,567		(207,861	)		597,308

 Segment Information for the Year to Date

	Successor
	August 20, 2011 through February 29, 2012
	U.S.			Europe		Other		Elims			Consolidated
Sales:
Unaffiliated customers	$	120,002		$	37,693	$	18,100	$	-		$	175,795
Affiliates		8,162			8,808		207		(17,177	)		-
Net Sales	$	128,164		$	46,501	$	18,307	$	(17,177	)	$	175,795
Income (loss) from operations	$	(19,417	)	$	336	$	2,929	$	-		$	(16,152	)
Goodwill		695,727			152,657		111,835		-			960,219
Intangible assets		660,897			45,292		43,178		-			749,367
Total assets at period end		2,001,009			273,920		174,893		(491,111	)		1,958,711

26

	Predecessor
	June 1, 2011 through August 19, 2011
	U.S.			Europe		Other		Elims			Consolidated
Sales:
Unaffiliated customers	$	52,364		$	15,100	$	7,446	$	-		$	74,910
Affiliates		3,679			3,992		110		(7,781	)		-
Net Sales	$	56,043		$	19,092	$	7,556	$	(7,781	)	$	74,910
Income (loss) from operations	$	(10,298	)	$	1,619	$	2,171	$	-		$	(6,508	)
Goodwill		70,946			7,239		15,880		-			94,065
Intangible assets		45,871			1,139		6,592		-			53,602
Total assets at period end		732,603			92,440		39,199		(211,847	)		652,395

	Predecessor
	For the Nine Months Ended February 28, 2011
	U.S.		Europe		Other		Elims			Consolidated
Sales:
Unaffiliated customers	$	176,366	$	49,501	$	22,669	$	-		$	248,536
Affiliates		11,782		11,833		209		(23,824	)		-
Net Sales	$	188,148	$	61,334	$	22,878	$	(23,824	)	$	248,536
Income (loss) from operations	$	80,842	$	8,857	$	8,327	$	-		$	98,026
Goodwill		73,881		6,993		15,511		-			96,385
Intangible assets		47,679		1,197		6,193		-			55,069
Total assets at period end		657,440		86,162		61,567		(207,861	)		597,308

Net Export Sales

	Successor		Predecessor
	Three Months Ended February 29, 2012		Three Months Ended February 28, 2011
United States	$	1,868	$	1,527
Europe		1,712		1,374
Other		860		453
Total net export sales	$	4,440	$	3,354

27

	Successor		Predecessor
	August 20, 2011 through February 29, 2012		June 1, 2011 through August 19, 2011		Nine Months Ended February 28, 2011
United States	$	3,619	$	1,417	$	4,804
Europe		3,893		964		4,757
Other		1,493		526		1,583
Total net export sales	$	9,005	$	2,907	$	11,144

28

15. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF GUARANTOR SUBSIDIARIES

The Company has outstanding certain indebtedness that is guaranteed by its U.S. subsidiary. However, the indebtedness is not guaranteed by the Company’s foreign subsidiaries. The guarantor subsidiaries are all wholly owned and the guarantees are made on a joint and several basis and are full and unconditional. Separate consolidated financial statements of the guarantor subsidiaries have not been presented because management believes that such information would not be material to investors. However, condensed consolidating financial information is presented. The condensed consolidating financial information of the Company is as follows:

Balance Sheets

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

February 29, 2012

(Amounts in thousands)

	Successor
	Immucor, Inc.		Guarantor		Non-Guarantors		Eliminations			Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	14,590	$	-	$	13,559	$	(144	)	$	28,005
Accounts receivable, net		27,231		547		40,020		-			67,798
Intercompany receivable		473		94		7,608		(8,175	)		-
Inventories		23,145		1,540		10,060		-			34,745
Deferred income tax assets, current portion		5,894		219		394		-			6,507
Prepaid expenses and other current assets		2,439		30,567		2,865		(30,017	)		5,854
Total current assets		73,772		32,967		74,506		(38,336	)		142,909
PROPERTY AND EQUIPMENT, Net		44,033		1,139		20,376		-			65,548
INVESTMENT IN SUBSIDIARIES		447,298		-		4		(447,302	)		-
GOODWILL		689,068		6,659		264,492		-			960,219
INTANGIBLE ASSETS, Net		650,378		10,519		88,470		-			749,367
DEFERRED FINANCING COSTS		39,986		-		-		-			39,986
OTHER ASSETS		209		5,839		365		(5,731	)		682
Total assets	$	1,944,744	$	57,123	$	448,213	$	(491,369	)	$	1,958,711
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	7,473	$	939	$	3,042	$	-		$	11,454
Intercompany payable		279		37,056		7,501		(44,836	)		-
Accrued expenses and other current liabilities		40,854		1,179		9,145		-			51,178
Income taxes payable		37,517		-		4,481		(30,017	)		11,981
Deferred revenue, current portion		1,563		15		1,405		-			2,983
Current portion of long term debt, net of debt discounts		3,960		-		-		-			3,960
Total current liabilities		91,646		39,189		25,574		(74,853	)		81,556
LONG TERM DEBT, NET OF DEBT DISCOUNTS		987,215		-		-		-			987,215
DEFERRED REVENUE		443		-		58		-			501
DEFERRED INCOME TAX LIABILITIES		222,602		-		28,515		(5,731	)		245,386
OTHER LONG-TERM LIABILITIES		1,097		-		1,215		-			2,312
Total liabilities		1,303,003		39,189		55,362		(80,584	)		1,316,970
SHAREHOLDERS' EQUITY:
Total shareholders' equity		641,741		17,934		392,851		(410,785	)		641,741
Total liabilities and shareholders' equity	$	1,944,744	$	57,123	$	448,213	$	(491,369	)	$	1,958,711

29

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

May 31, 2011

(Amounts in thousands)

	Predecessor
	Immucor, Inc.		Guarantor		Non-Guarantors		Eliminations			Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	250,386	$	-	$	52,297	$	(80	)	$	302,603
Accounts receivable, net		25,914		377		37,033		-			63,324
Intercompany receivable		310		-		5,925		(6,235	)		-
Inventories		20,756		1,253		10,905		-			32,914
Deferred income tax assets, current portion		11,118		4,466		300		-			15,884
Prepaid expenses and other current assets		8,723		24,895		2,100		(24,554	)		11,164
Total current assets		317,207		30,991		108,560		(30,869	)		425,889
PROPERTY AND EQUIPMENT, Net		39,101		856		18,259		-			58,216
INVESTMENT IN SUBSIDIARIES		247,571		-		5		(247,576	)		-
GOODWILL		17,803		53,143		22,821		-			93,767
INTANGIBLE ASSETS, Net		1,050		45,695		7,388		-			54,133
DEFERRED INCOME TAX ASSETS		1,691		-		178		(1,869	)		-
OTHER ASSETS		-		99		647		376			1,122
Total assets	$	624,423	$	130,784	$	157,858	$	(279,938	)	$	633,127
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	6,324	$	1,463	$	3,083	$	(80	)	$	10,790
Intercompany payable		630		25,227		11,829		(37,686	)		-
Accrued expenses and other current liabilities		9,824		1,568		8,939		-			20,331
Income taxes payable		29,035		-		3,813		(24,554	)		8,294
Deferred revenue, current portion		4,778		31		2,686		-			7,495
Total current liabilities		50,591		28,289		30,350		(62,320	)		46,910
DEFERRED REVENUE		4,183		22		1,875		-			6,080
DEFERRED INCOME TAX LIABILITIES		-		9,973		784		(1,493	)		9,264
OTHER LONG-TERM LIABILITIES		777		-		1,224		-			2,001
Total liabilities		55,551		38,284		34,233		(63,813	)		64,255
SHAREHOLDERS' EQUITY:
Total shareholders' equity		568,872		92,500		123,625		(216,125	)		568,872
Total liabilities and shareholders' equity	$	624,423	$	130,784	$	157,858	$	(279,938	)	$	633,127

30

Statements of Operations for the Quarter

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended February 29, 2012

(Amounts in thousands)

	Successor
	Immucor, Inc.			Guarantor			Non-Guarantors			Eliminations			Total
NET SALES	$	58,374		$	1,368		$	29,954		$	(8,326	)	$	81,370
COST OF SALES (exclusive of amortization shown separately below)		19,633			1,049			16,232			(8,326	)		28,588
GROSS MARGIN		38,741			319			13,722			-			52,782
OPERATING EXPENSES:
Research and development		2,285			1,466			24			-			3,775
Selling and marketing		5,146			431			4,031			-			9,608
Distribution		2,691			43			1,762			-			4,496
General and administrative		9,961			486			2,949			-			13,396
Amortization of intangibles		11,251			50			1,093			-			12,394
Total operating expenses		31,334			2,476			9,859			-			43,669
(LOSS) INCOME FROM OPERATIONS		7,407			(2,157	)		3,863			-			9,113
NON-OPERATING INCOME (EXPENSE):
Interest income		-			-			19			(19	)		-
Interest expense		(24,143	)		-			(19	)		19			(24,143	)
Other, net		(94	)		-			34			-			(60	)
Total non-operating income (expense)		(24,237	)		-			34			-			(24,203	)
(LOSS) INCOME BEFORE INCOME TAXES		(16,830	)		(2,157	)		3,897			-			(15,090	)
(BENEFIT) PROVISION FOR INCOME TAXES		(6,670	)		(921	)		1,632			-			(5,959	)
NET (LOSS) INCOME BEFORE EARNINGS OF CONSOLIDATED SUBSIDIARIES		(10,160	)		(1,236	)		2,265			-			(9,131	)
Net (Loss) Income of consolidated subsidiaries		1,029			-			-			(1,029	)		-
NET (LOSS) INCOME	$	(9,131	)	$	(1,236	)	$	2,265		$	(1,029	)	$	(9,131	)

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended February 28, 2011

(Amounts in thousands)

	Predecessor
	Immucor, Inc.			Guarantor			Non-Guarantors			Eliminations			Total
NET SALES	$	62,551		$	1,163		$	26,825		$	(7,190	)	$	83,349
COST OF SALES (exclusive of amortization shown separately below)		17,497			940			13,083			(7,190	)		24,330
GROSS MARGIN		45,054			223			13,742			-			59,019
OPERATING EXPENSES:
Research and development		1,613			2,079			41			-			3,733
Selling and marketing		3,867			423			4,140			-			8,430
Distribution		2,404			29			1,549			-			3,982
General and administrative		5,288			455			2,193			-			7,936
Amortization of intangibles		135			873			63			-			1,071
Total operating expenses		13,307			3,859			7,986			-			25,152
INCOME (LOSS) FROM OPERATIONS		31,747			(3,636	)		5,756			-			33,867
NON-OPERATING INCOME (EXPENSE):
Interest income		69			-			122			(17	)		174
Interest expense		(25	)		-			(21	)		17			(29	)
Other, net		(41	)		-			(53	)		-			(94	)
Total non-operating income		3			-			48			-			51
INCOME (LOSS) BEFORE INCOME TAXES		31,750			(3,636	)		5,804			-			33,918
PROVISION (BENEFIT) FOR INCOME TAXES		10,662			(1,253	)		1,823			-			11,232
NET INCOME (LOSS) BEFORE EARNINGS OF CONSOLIDATED SUBSIDIARIES		21,088			(2,383	)		3,981			-			22,686
Net Income (Loss) of consolidated subsidiaries		1,598			-			-			(1,598	)		-
NET INCOME (LOSS)	$	22,686		$	(2,383	)	$	3,981		$	(1,598	)	$	22,686

31

Statements of Operations for the Year to Date

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

August 20, 2011 through February 29, 2012

(Amounts in thousands)

	Successor
	Immucor, Inc.			Guarantor			Non-Guarantors			Eliminations			Total
NET SALES	$	125,296		$	2,868		$	64,808		$	(17,177	)	$	175,795
COST OF SALES (exclusive of amortization shown separately below)		52,294			2,644			40,409			(17,177	)		78,170
GROSS MARGIN		73,002			224			24,399			-			97,625
OPERATING EXPENSES:
Research and development		4,671			4,810			63			-			9,544
Selling and marketing		10,702			1,040			8,911			-			20,653
Distribution		5,847			84			3,790			-			9,721
General and administrative		18,263			1,138			5,954			-			25,355
Amortization of intangibles		23,982			106			2,416			-			26,504
Certain litigation expenses		22,000			-			-			-			22,000
Total operating expenses		85,465			7,178			21,134			-			113,777
(LOSS) INCOME FROM OPERATIONS		(12,463	)		(6,954	)		3,265			-			(16,152	)
NON-OPERATING INCOME (EXPENSE):
Interest income		-			-			73			(67	)		6
Interest expense		(52,406	)		-			(47	)		67			(52,386	)
Other, net		513			-			87						600
Total non-operating income (expense)		(51,893	)		-			113			-			(51,780	)
(LOSS) INCOME BEFORE INCOME TAXES		(64,356	)		(6,954	)		3,378			-			(67,932	)
(BENEFIT) PROVISION FOR INCOME TAXES		(24,831	)		(2,653	)		1,304			-			(26,180	)
NET (LOSS) INCOME BEFORE EARNINGS OF CONSOLIDATED SUBSIDIARIES		(39,525	)		(4,301	)		2,074			-			(41,752	)
Net (Loss) Income of consolidated subsidiaries		(2,227	)		-			-			2,227			-
NET (LOSS) INCOME	$	(41,752	)	$	(4,301	)	$	2,074		$	2,227		$	(41,752	)

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

June 1, 2011 through August 19, 2011

(Amounts in thousands)

	Predecessor
	Immucor, Inc.			Guarantor			Non-Guarantors			Eliminations			Total
NET SALES	$	55,063		$	980		$	26,648		$	(7,781	)	$	74,910
COST OF SALES (exclusive of amortization shown separately below)		17,070			722			12,944			(7,781	)		22,955
GROSS MARGIN		37,993			258			13,704			-			51,955
OPERATING EXPENSES:
Research and development		2,390			2,471			34			-			4,895
Selling and marketing		5,321			568			4,621			-			10,510
Distribution		2,331			34			1,587			-			3,952
General and administrative		33,903			657			3,615			-			38,175
Amortization of intangibles		117			757			57			-			931
Total operating expenses		44,062			4,487			9,914			-			58,463
INCOME (LOSS) FROM OPERATIONS		(6,069	)		(4,229	)		3,790			-			(6,508	)
NON-OPERATING INCOME (EXPENSE):
Interest income		46			-			117			(21	)		142
Interest expense		-			-			(21	)		21			-
Other, net		(246	)		14			2,905			-			2,673
Total non-operating income (expense)		(200	)		14			3,001			-			2,815
INCOME (LOSS) BEFORE INCOME TAXES		(6,269	)		(4,215	)		6,791			-			(3,693	)
PROVISION (BENEFIT) FOR INCOME TAXES		1,497			(1,598	)		2,782			-			2,681
NET INCOME (LOSS) BEFORE EARNINGS OF CONSOLIDATED SUBSIDIARIES		(7,766	)		(2,617	)		4,009			-			(6,374	)
Net Income (Loss) of consolidated subsidiaries		1,392			-			-			(1,392	)		-
NET INCOME (LOSS)	$	(6,374	)	$	(2,617	)	$	4,009		$	(1,392	)	$	(6,374	)

32

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Nine Months Ended February 28, 2011

(Amounts in thousands)

	Predecessor
	Immucor, Inc.			Guarantor			Non-Guarantors			Eliminations			Total
NET SALES	$	184,840		$	3,308		$	84,213		$	(23,825	)	$	248,536
COST OF SALES (exclusive of amortization shown separately below)		50,902			2,452			41,936			(23,825	)		71,465
GROSS MARGIN		133,938			856			42,277			-			177,071
OPERATING EXPENSES:
Research and development		5,134			6,790			115			-			12,039
Selling and marketing		12,605			1,306			12,882			-			26,793
Distribution		7,262			91			4,601			-			11,954
General and administrative		15,758			1,958			7,309			-			25,025
Amortization of intangibles		404			2,644			186			-			3,234
Total operating expenses		41,163			12,789			25,093			-			79,045
(LOSS) INCOME FROM OPERATIONS		92,775			(11,933	)		17,184			-			98,026
NON-OPERATING INCOME (EXPENSE):
Interest income		210			-			387			(77	)		520
Interest expense		(37	)		-			(88	)		77			(48	)
Other, net		9			(2	)		(42	)		-			(35	)
Total non-operating income		182			(2	)		257			-			437
(LOSS) INCOME BEFORE INCOME TAXES		92,957			(11,935	)		17,441			-			98,463
(BENEFIT) PROVISION FOR INCOME TAXES		32,092			(4,157	)		5,360						33,295
NET (LOSS) INCOME BEFORE EARNINGS OF CONSOLIDATED SUBSIDIARIES		60,865			(7,778	)		12,081			-			65,168
Net (Loss) Income of consolidated subsidiaries		4,303			-			-			(4,303	)		-
NET (LOSS) INCOME	$	65,168		$	(7,778	)	$	12,081		$	(4,303	)	$	65,168

33

Statements of Cash Flows

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

August 20, 2011 through February 29, 2012

(amounts in thousands)

	Successor
	Immucor, Inc.			Guarantor			Non-Guarantors			Eliminations			Total
Net cash provided by (used in) operating activities	$	(11,674	)	$	310		$	16,680		$	(9,978	)	$	(4,662	)
Net cash used in investing activities		(1,941,668	)		(365	)		(640	)		-			(1,942,673	)
Net cash provided by ( used in) financing activities		1,653,628			-			(10,753	)		10,752			1,653,627
Effect of exchange rate changes on cash and cash equivalents		-			-			(476	)		(774	)		(1,250	)
Increase (decrease) in cash and cash equivalents		(299,714	)		(55	)		4,811			-			(294,958	)
Cash and cash equivalents at beginning of period		314,304			(89	)		8,748			-			322,963
Cash and cash equivalents at end of period	$	14,590		$	(144	)	$	13,559		$	-		$	28,005

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

June 1, 2011 through August 19, 2011

(amounts in thousands)

	Predecessor
	Immucor, Inc.			Guarantor			Non-Guarantors			Eliminations			Total
Net cash provided by (used in) operating activities	$	64,243		$	144		$	(13,821	)	$	(24,978	)	$	25,588
Net cash used in investing activities		(393	)		(153	)		(1,719	)		-			(2,265	)
Net cash provided by (used in) financing activities		68			-			(25,085	)		25,083			66
Effect of exchange rate changes on cash and cash equivalents		-			-			(2,924	)		(105	)		(3,029	)
Increase (decrease) in cash and cash equivalents		63,918			(9	)		(43,549	)		-			20,360
Cash and cash equivalents at beginning of period		250,386			(80	)		52,297			-			302,603
Cash and cash equivalents at end of period	$	314,304		$	(89	)	$	8,748		$	-		$	322,963

34

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

Nine Months Ended February 28, 2011

(amounts in thousands)

	Predecessor
	Immucor, Inc.			Guarantor			Non-Guarantors			Eliminations			Total
Net cash provided by operating activities	$	59,920		$	480		$	12,499		$	767		$	73,666
Net cash used in investing activities		(3,698	)		(280	)		(1,555	)		-			(5,533	)
Net cash provided by financing activities		430			-			-			-			430
Effect of exchange rate changes on cash and cash equivalents		-			-			4,233			(767	)		3,466
Increase in cash and cash equivalents		56,652			200			15,177			-			72,029
Cash and cash equivalents at beginning of period		171,144			(278	)		31,783			-			202,649
Cash and cash equivalents at end of period	$	227,796		$	(78	)	$	46,960		$	-		$	274,678

16. COMMITMENTS AND CONTINGENCIES

In October 2007, we reported that the Federal Trade Commission (“FTC”) was investigating whether Immucor violated federal antitrust laws or engaged in unfair methods of competition through three acquisitions made in the period from 1996 through 1999, and whether Immucor or others engaged in unfair methods of competition by restricting price competition. Pursuant to an FTC request that was later formalized into a Civil Investigative Demand, we have provided certain documents and information to the FTC concerning those acquisitions and concerning our product pricing activities since then.  The FTC also required that we provide to them the documents we provided to the Department of Justice (“DOJ”) as part of a DOJ investigation that was closed without further action in November 2010. We have cooperated with the FTC throughout this process. As was previously the case, at this time we cannot reasonably assess the timing or outcome of the investigation or its effect, if any, on our business.

Beginning in May 2009, a series of class action lawsuits was filed against the Company, Ortho-Clinical Diagnostics, Inc. and Johnson & Johnson Health Care Systems, Inc. alleging that the defendants conspired to fix prices at which blood reagents are sold, asserting claims under Section 1 of the Sherman Act, and seeking declaratory and injunctive relief, treble damages, costs, and attorneys’ fees. All of these actions make substantially the same allegations. These actions were consolidated in the United States District Court for the Eastern District of Pennsylvania.  On January 11, 2012, Immucor entered into a settlement agreement with the plaintiff class representatives in these actions.  Under the terms of the settlement agreement, which are subject to final approval by the court following notice to potential class members, the Company will pay $22 million into a settlement fund in exchange for a release by all potential class members of the direct purchaser claims related to the products and acts enumerated in the Complaint, as well as a dismissal of the case with prejudice. The release would not cover potential class members that affirmatively opt out of the settlement. The $22 million is reflected in “certain litigation expenses” on our condensed consolidated statements of operations and in “accrued expenses and other current liabilities” on our condensed consolidated balance sheets.

Private securities litigation in the United States District Court of North Georgia against the Company and certain of its current and former directors and officers asserts federal securities fraud claims on behalf of a putative class of purchasers of the Company’s Common Stock between October 19, 2005 and June 25, 2009. The case alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, by failing to disclose that Immucor had violated the antitrust laws, and challenges the sufficiency of the Company’s disclosures about the results of FDA inspections and the Company’s quality control efforts. In June 2011, the Court dismissed the complaint and closed the case. Plaintiffs filed a motion to reconsider, which was denied. In September 2011 plaintiffs filed a notice of appeal to the United States Court of Appeals for the Eleventh Circuit. The Company will defend the case vigorously if it is reinstated. At this time, the Company cannot reasonably assess the timing or outcome of this litigation or its effect, if any, on its business.

35

In July 2011, in connection with the Acquisition, a series of six class action lawsuits were filed in the Superior Courts of Fulton County and Gwinnett County, Georgia, captioned as Hillary Kramer v. Immucor, Inc., et al., Civil Action No. 2011CV203124 (Fulton County), Babette C. Schorsch v. Immucor, Inc., et al., Civil Action No. 11A0776-1 (Gwinnett County), Allan Pillay v. Immucor, Inc., et al., Civil Action No. 2011CV203339 (Fulton County), Larry Macintyre v. Immucor, Inc., et al., Civil Action No. 2011CV203397 (Fulton County), Irene Dixon v. Immucor, Inc., et al., Civil Action No. 2011CV203567 (Fulton County), and Gilbert Rosenthal v. Immucor, Inc., et al., Civil Action No. 11A079463 (Gwinnett County). All of these actions were brought on behalf of our public shareholders against, in various combinations, ourselves, our individual directors, certain of our executive officers, TPG Capital and certain of its affiliates. The actions asserted claims for breaches of fiduciary duties against our board of directors in connection with the Acquisition, and for aiding and abetting the purported breaches of fiduciary duties by the TPG Capital defendants. Some of the actions also included allegations that our Schedule 14D-9 filed with respect to the Acquisition failed to provide certain allegedly material information. The plaintiffs sought, among other things, preliminary and permanent relief, including injunctive relief enjoining the consummation of the Acquisition, rescission of the Acquisition and costs, expenses and disbursements of the action.

The Pillay case was dismissed without prejudice in August 2011; the Kramer, Macintyre and Dixon cases were dismissed without prejudice in September 2011; the Schorsch case was dismissed with prejudice in March 2012 and the Rosenthal case was dismissed without prejudice in April 2012.

Other than as set forth above, we are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.

17. RECENT ACCOUNTING PRONOUNCEMENTS

Adopted by the Company in fiscal 2012

In October 2009, the FASB issued ASU 2009-13, “Multiple Deliverables Revenue Arrangements” (“ASU 2009-13”), which is an amendment of ASC 605-25, “Revenue Recognition: Multiple Element Arrangements.” This update addresses the accounting for multiple-deliverable arrangements to allow the vendor to account for deliverables separately instead of as one combined unit by amending the criteria for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on (a) vendor-specific objective evidence, (b) third-party evidence or (c) best estimate of selling price. The residual method of allocation has been eliminated and arrangement consideration is now required to be allocated to all deliverables at the inception of the arrangement using the selling price method. Additionally, expanded disclosures are required relating to multiple deliverable revenue arrangements. This update is effective for fiscal years beginning on or after June 15, 2010. The adoption of ASU 2009-13 during the first quarter of fiscal 2012 did not have a material impact on the Company’s consolidated financial statements.

Not yet adopted by the Company

In December 2011, the FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”) which requires an entity to disclose information about offsetting and related arrangements to ensure that the users of the Company’s financial statement can understand the effect that offsetting has on the Company’s financial position.  ASU 2001-11 is effective for annual periods beginning on or after January 1, 2013, which corresponds to the Company’s first quarter of fiscal 2014.  Retrospective application is required for all comparative periods presented.  The adoption of ASU 2011-11 is not expected have a material impact on the Company’s consolidated financial statements,

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment” (“ASU 2011-08”), which simplifies testing for impairment by allowing an entity to first assess qualitative factors and determine if it is more likely than not (defined as 50% or more) that the fair value of the reporting unit is less than its carrying amount. That determination can then be used to decide if it is necessary to perform the two-step goodwill impairment test. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, which corresponds to the Company’s first quarter of fiscal 2013. Early adoption is permitted in certain circumstances. The Company plans to early adopt ASU 2011-08 during the fourth quarter of the current fiscal year and this adoption is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income” (“ASU 2011-05”), which was issued to enhance comparability between entities that report under U.S. GAAP and IFRS, and to provide a more consistent method of presenting non-owner transactions that affect an entity’s equity. ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders’ equity and requires an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement or in two separate but consecutive statements. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, which corresponds to the Company’s first quarter of fiscal 2013. Early adoption of the new guidance is permitted and full retrospective application is required. The adoption of ASU 2011-05 is not expected to have a material impact on the Company’s consolidated financial statements.

However, in December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”), which deferred the guidance on whether to require entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement where net income is presented and the statement where other comprehensive income is presented for both interim and annual financial statements. ASU 2011-12 reinstated the requirements for the presentation of reclassifications that were in place prior to the issuance of ASU 2011-05 and did not change the effective date for ASU 2011-05. For public entities, the amendments in ASU 2011-05 and ASU 2011-12 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and should be applied retrospectively. The adoption of ASU 2011-12 is not expected to have a material impact on the Company’s consolidated financial statements.

36

The FASB issues ASUs to amend the authoritative literature in Accounting Standards Codification.  There have been a number of ASUs to date that amend the original text of the ASC.  Except for those listed above, those issued to date either (i) provide supplemental guidance, (ii) are technical corrections or (iii) are not applicable to the Company.  Additionally, there were various other accounting standards and interpretations issued during the quarter ended February 29, 2012 that the Company has not been required to adopt, none of which is expected to have a material impact on the Company’s consolidated financial statements and the notes thereto going forward.

18. SUBSEQUENT EVENTS

There have been no subsequent events after February 29, 2012 for which disclosure is required.

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

This document contains “forward-looking statements,” which include information concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. Words such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, our examination of operating trends, are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but there can be no assurance that we will realize our expectations or that our beliefs will prove correct.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. Important factors that could cause our actual results to differ materially from those expressed as forward-looking statements include but are not limited to:

•  our substantial indebtedness;

•  lower industry blood demand;

•  lower than expected demand for our instruments;

•  the decision of customers to defer capital spending;

• the outcome of the administrative action received from the Food and Drug Administration;

• the failure of customers to efficiently integrate our instruments into their blood banking operations;

• increased competition;

• product development and regulatory obstacles;

• the inability to hire and retain, and the unexpected loss of, key managers;

• the outcome of any legal claims or regulatory investigations;

• general economic conditions; and

• other factors discussed in this report, particularly in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Legal Proceedings” and “Risk Factors.”

All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date they are made and are expressly made subject to the cautionary statements included in this report. Except as may be required by law, we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances occurring after the date they were made or to reflect the occurrence of unanticipated events.

Overview

Our Business

We develop, manufacture, and sell a complete line of reagents and automated systems used primarily by hospitals, donor centers and reference laboratories for testing to detect and identify certain properties of human blood for the purpose of blood transfusion. We have manufacturing facilities in the United States (“U.S.”) and Canada and sell our products through our direct sales networks in the U.S., Canada, Western Europe and Japan as well as through third-party distributors in other markets.

37

We operate in a highly regulated industry and are subject to continuing compliance with multiple country-specific statutes, regulations and standards. For example, in the U.S. the Food and Drug Administration (“FDA”) regulates all aspects of the blood banking industry, including the marketing of reagents and instruments used to detect and identify blood properties.Additionally, we are subject to government legislation that governs the delivery of healthcare.  For example, in the U.S. the Patient Protection and Affordable Care Act was signed into law in March 2010 and contains elements that could meaningfully change the way healthcare is developed, delivered and paid for in the U.S.  Included in the legislation is a 2.3% excise tax on the sale of medical devices beginning in 2013.

In the markets of Western Europe, the testing of donor and patient blood for the purpose of transfusion is primarily automated. However, in the U.S., we estimate approximately 60% of laboratories perform this testing manually today. These laboratories are primarily in the small- to medium-sized hospital segment.

Our strategy is to drive automation in the blood bank with the goal of improving the blood bank’s operations as well as patient safety. We continually innovate to ensure our automation offerings are competitive. We offer two fully automated instruments for serology testing – NEO® and Echo® – to meet the different needs of our customers depending upon the volume in their laboratory and the complexity of the testing required. All of our serology instrumentation uses Capture® technology, our proprietary reagents, as well as traditional reagents to perform automated testing.

NEO, our fourth generation automated instrument is targeted at large hospitals, donor centers and reference laboratories and replaces our previous high volume serology instrument, Galileo.

Echo, our third generation automated instrument, is a compact bench top, fully-automated walk-away serology instrument that meets the needs of the small- to medium-sized hospital market as well as integrated delivery networks that want to standardize the operations of their laboratories.

In August 2008, we added molecular immunohematology to our product portfolio with our acquisition of privately-held BioArray Solutions (“BioArray”). BioArray manufactures reagents which use DNA to type blood for transfusion. In many countries, blood pre-transfusion testing is limited to the prevention of transfusion reactions and not for the prevention of alloimmunization, which occurs when antigens foreign to the patient are inadvertently introduced into the patient’s blood system through transfusions. If alloimmunization occurs, the patient develops new antibodies in response to the foreign antigens, thereby complicating future transfusions. By using multiplex, cost-effective molecular testing, we believe that our molecular technology allows testing to prevent alloimmunization for better patient care.

Our Human Erythrocyte Antigen (“HEA”) molecular immunohematology product, our Human Platelet Antigen (“HPA”) molecular immunohematology product as well as our current semi-automated molecular immunohematology instrument, the Array Imaging System and BASIS™ database, are CE (“Conformité Européenne”) Marked denoting regulatory clearance in the European Union (“EU”). Our molecular offering is currently available for Research Use Only in the U.S.

Recent Developments

The following discusses recent material developments in our business.

Acquisition of the Company – On August 19, 2011, the Company was acquired through a merger transaction with IVD Acquisition Corporation (“Merger Sub”), a wholly owned subsidiary of IVD Intermediate Holdings B, Inc. (the “Parent”).  The Parent is a wholly owned indirect subsidiary of IVD Holdings, Inc, which was formed by investment funds affiliated with TPG Capital, L.P (“TPG Capital”). The acquisition was accomplished through a merger of Merger Sub with and into the Company, with the Company being the surviving company (the “Acquisition”). As a result of the Acquisition, the Company became a wholly owned subsidiary of the Parent. Prior to August 19, 2011, the Company operated as a public company with common stock traded on the NASDAQ Stock Market.

38

Lower Industry Demand in the U.S. Market – Beginning early in our fiscal year 2010, we believe the U.S. market began experiencing lower demand for blood because of the macroeconomic environment. Lower blood demand negatively impacts our reagent revenue as fewer blood transfusions result in lower testing volume. We believe industry demand in the U.S. market declined by approximately 3.5% during both our fiscal years 2010 and 2011.  Blood demand has continued to decline in fiscal 2012 although at a much lower rate than the prior two fiscal years.

Performance

In management’s discussion and analysis, we have presented the results of operations and cash flows separately for the period from June 1, 2011 to August 19, 2011 (the Predecessor fiscal 2012 period), the period from August 20, 2011 to February 29, 2012  (the Successor fiscal 2012 period), and the nine months ended February 28, 2011 (the Predecessor fiscal 2011 period). We have prepared our discussion and analysis of the results of operations and cash flows by comparing the combined results of the Predecessor and Successor fiscal 2012 periods (nine months ended February 29, 2012) with those of the Predecessor nine months ended February 28, 2011. We believe this approach provides the most meaningful basis for the analysis and discussion of our results. Combined changes in operating results (i) have not been prepared on a pro forma basis as if the Acquisition occurred on the first day of the period, (ii) may not reflect the actual results we would have achieved absent the Acquisition, and (iii) may not be predictive of future results of operations.

	Successor			Predecessor
	Three Months Ended February 29,			Three Months Ended February 28,			Change
	2012			2011			Amount			%
	($ in thousands)
Net sales	$	81,370		$	83,349		$	(1,979	)		-2	%
Gross margin		52,782			59,019			(6,237	)		-11	%
Gross margin percentage		64.9	%		70.8	%
Operating expenses		43,669			25,152			18,517			74	%
Income (loss) from operations		9,113			33,867			(24,754	)		-73	%
Non-operating income (expense)		(24,203	)		51			(24,254	)	NM
(Loss) income before income tax		(15,090	)		33,918			(49,008	)		-144	%
(Benefit) provision for income tax		(5,959	)		11,232			(17,191	)		-153	%
Net (loss) income	$	(9,131	)	$	22,686		$	(31,817	)		-140	%

	Successor			Predecessor
	August 20, 2011 through February 29,			June 1, 2011 through August 19,			Nine Months Ended February 28,			Change
	2012			2011						Amount			%
	($ in thousands)			($ in thousands)
Net sales	$	175,795		$	74,910		$	248,536		$	2,169			1	%
Gross margin		97,625			51,955			177,071			(27,491	)		-16	%
Gross margin percentage		55.5	%		69.4	%		71.2	%
Operating expenses		113,777			58,463			79,045			93,195			118	%
Income (loss) from operations		(16,152	)		(6,508	)		98,026			(120,686	)		-123	%
Non-operating income (expense)		(51,780	)		2,815			437			(49,402	)	NM
(Loss) income before income tax		(67,932	)		(3,693	)		98,463			(170,088	)		-173	%
(Benefit) provision for income tax		(26,180	)		2,681			33,295			(56,794	)		-171	%
Net (loss) income	$	(41,752	)	$	(6,374	)	$	65,168		$	(113,294	)		-174	%

Revenue for the Successor quarter ended February 29, 2012 was $81.4 million compared to $83.3 million in the Predecessor quarter ended February 28, 2011.  The $2.0 million decrease was primarily driven by lower Capture revenue due to fewer ship cycles in the quarter partially offset by incremental revenue from instrument placements.  Revenue in the quarter was also impacted by lower traditional reagent revenue resulting from lower industry demand in the U.S. market. Purchase accounting adjustments relating to deferred revenue also negatively impacted the comparison of instrument revenue in the current period with the prior period.

39

Consolidated gross margin was 64.9% in the Successor quarter ended February 29, 2012 and 70.8% in the Predecessor quarter ended February 28, 2011.  Gross margin in the current year quarter was primarily lower due to the amortization of the fair value adjustment to inventory and the reduction in deferred revenue both resulting from the Acquisition of the Company. Amortization of intangible assets recorded from the Acquisition and interest expense related to the debt recorded from the Acquisition were principally responsible for the 140% decrease in net income.

Revenue was $175.8 million in the Successor fiscal 2012 period and $74.9 million in Predecessor fiscal 2012 period compared to $248.5 million in the Predecessor fiscal 2011 period. The overall increase of $2.2 million was primarily due to favorable fluctuations in foreign currency exchange rates of $2.8 million. Growth of the business was offset by purchase accounting adjustments related to deferred revenue.

Consolidated gross margin was 55.5% in the Successor fiscal 2012 period and 69.4% in Predecessor fiscal 2012 period yielding a combined consolidated gross margin of 59.7% for the first nine months of fiscal 2012.  This was a decrease from the 71.2% achieved in the Predecessor 2011 period. Gross margin in the Successor fiscal 2012 period was negatively impacted by the amortization of the fair value adjustment to inventory and gross margin in the Predecessor fiscal 2012 period was negatively impacted by the acceleration of share-based compensation expense both resulting from the Acquisition of the Company. The acceleration of share-based compensation expense, transaction costs, amortization of intangibles that all relate to the Acquisition and the settlement of the antitrust class action lawsuit drove the 118% increase in operating expenses and those expenses along with interest expense related to the debt incurred as a result of the Acquisition drove the 174% decrease in net income.

Results of Operations

Net Sales

	Successor		Predecessor
	Three Months Ended February 29,		Three Months Ended February 28,		Change
	2012		2011		Amount			%
	($ in thousands)		($ in thousands)
Traditional reagents	$	48,371	$	49,605	$	(1,234	)		-2	%
Capture reagents		20,153		21,539		(1,386	)		-6	%
Instruments		11,362		10,807		555			5	%
Molecular immunohematology		1,484		1,398		86			6	%
	$	81,370	$	83,349	$	(1,979	)		-2	%

	Successor		Predecessor
	August 20, 2011 through February 29,		June 1, 2011 through August 19,		Nine Months Ended February 28,		Change
	2012		2011		2011		Amount			%
	($ in thousands)		($ in thousands)
Traditional reagents	$	102,362	$	42,936	$	148,873	$	(3,575	)		-2	%
Capture reagents		45,801		21,239		62,212		4,828			8	%
Instruments		24,439		9,457		33,319		577			2	%
Molecular immunohematology		3,193		1,278		4,132		339			8	%
	$	175,795	$	74,910	$	248,536	$	2,169			1	%

Traditional reagent revenue for the Successor quarter ended February 29, 2012 was $48.4 million compared to $49.6 million in the Predecessor quarter ended February 28, 2011.  The $1.2 million decrease in sales revenue was driven primarily by weaker industry demand in the U.S. market. Traditional reagent revenue was $102.4 million in the Successor fiscal 2012 period and $42.9 million in the Predecessor fiscal 2012 period compared to $148.9 million in the Predecessor fiscal 2011 period. The overall decrease was $3.6 million, or 2%. While traditional reagent revenue benefited by $1.6 million from fluctuations in foreign currency exchange rates, lower sales revenue from weaker industry demand in the U.S. market resulted in an overall decrease in traditional reagent revenue. Additionally, traditional reagent revenue is negatively impacted as we convert current manual customers to automation by placing an instrument. Instruments use approximately 70% Capture reagents and 30% traditional reagents so placing an instrument results in an increase in Capture reagent revenue and a decrease in traditional reagent revenue when the instrument is placed with a current customer. With our automation strategy, we expect this trend to continue.

40

Capture reagent revenue for the Successor quarter ended February 29, 2012 was $20.2 million compared to $21.5 million in the Predecessor quarter ended February 28, 2011.  The $1.4 million decrease was driven by fewer ship cycles in the Successor quarter partially offset by incremental revenue from instrument placements.  Capture reagent revenue was $45.8 million in the Successor fiscal 2012 period and $21.2 million in the Predecessor fiscal 2012 period compared to $62.2 million in the Predecessor fiscal 2011 period. The overall increase of $4.8 million, or 8%, was primarily driven by incremental revenue from instrument placements. Sales of Capture reagents are largely dependent on the number of installed instruments requiring the use of our proprietary Capture technology. As we continue to place more instruments in the market, we expect revenue from Capture reagents to continue to increase as a percent of our total revenue.

Instrument revenue for the Successor quarter ended February 29, 2012 was $11.4 million compared to $10.8 million in the Predecessor quarter ended February 28, 2011.  The increase in revenue from incremental instrument placements generating revenue was offset by reductions in recorded deferred revenue as a result of the Acquisition.  Instrument revenue was $24.4 million in the Successor fiscal 2012 period and $9.5 million in the Predecessor fiscal 2012 period compared to $33.3 million in the Predecessor fiscal 2011 period.  The primary driver of the $0.6 million increase was favorable fluctuations in foreign currency.  The reduction in deferred revenue recorded was offset by revenue generated from increased instrument placements.

Molecular immunohematology revenue was $1.5 million and $1.4 million for the Successor quarter ended February 29, 2012 and the Predecessor quarter ended February 28, 2011, respectively.  Molecular immunohematology revenue was $3.2 million in the Successor fiscal 2012 period and $1.3 million in the Predecessor fiscal 2012 period compared to $4.1 million in the Predecessor fiscal 2011 period, which is an increase of $0.3 million, or 8%.

Gross Margins (1)

	Successor					Predecessor
	Three Months Ended February 29, 2012					Three Months Ended February 28, 2011					Change
	Amount		Margin %			Amount		Margin %			Amount
	(in '000)					(in '000)					(in '000)
Traditional reagents	$	33,983		70.3	%	$	40,274		81.2	%	$	(6,291	)
Capture reagents		15,665		77.7	%		16,921		78.6	%		(1,256	)
Instruments		2,590		22.8	%		1,259		11.6	%		1,331
Molecular immunohematology		544		36.7	%		565		40.4	%		(21	)
	$	52,782		64.9	%	$	59,019		70.8	%	$	(6,237	)

	Successor					Predecessor
	August 20, 2011 through February 29, 2012					June 1, 2011 through August 19, 2011					Nine Months Ended February 28, 2011					Change
	Amount		Margin %			Amount		Margin %			Amount		Margin %			Amount
	(in '000)					(in '000)					(in '000)					(in '000)
Traditional reagents	$	56,741		55.4	%	$	32,481		75.6	%	$	120,287		80.8	%	$	(31,065	)
Capture reagents		35,755		78.1	%		16,887		79.5	%		49,355		79.3	%		3,287
Instruments		4,483		18.3	%		2,053		21.7	%		5,685		17.1	%		851
Molecular immunohematology		646		20.2	%		534		41.8	%		1,744		42.2	%		(564	)
	$	97,625		55.5	%	$	51,955		69.4	%	$	177,071		71.2	%	$	(27,491	)

(1)  The determination of gross margin is exclusive of amortization expense which is presented separately as an operating expense in the income statement.

41

Gross margin on traditional reagents was 70.3% for the Successor quarter ended February 29, 2012 compared with 81.2% for the Predecessor quarter ended February 28, 2011.  The decrease in gross margin in the Successor quarter was primarily driven by the amortization of the fair value of inventory of $3.7 million.

Gross margin on traditional reagents was 55.4% in the Successor fiscal 2012 period and 75.6% in the Predecessor fiscal 2012 period.  The combined fiscal 2012 period margin of 61.4% was lower than the 80.8% in the Predecessor fiscal 2011 period.  The decrease in gross margin in the Successor fiscal 2012 period was primarily driven by the amortization of the fair value of inventory of $24.4 million and the decrease in gross margin in the Predecessor fiscal 2012 period was primarily driven by expenses related to accelerated share-based compensation costs of $2.0 million, both arising from the Acquisition of the Company.

Capture reagent gross margin was 77.7% for the Successor quarter ended February 29, 2012 compared with 78.6% for the Predecessor quarter ended February 28, 2011.  Capture reagents gross margin was 78.1% in the Successor fiscal 2012 period and 79.5% in the Predecessor fiscal 2012 period.  Capture margin for both the quarterly period and the combined fiscal 2012 period were lower when compared with the corresponding period of the prior fiscal year primarily due to an increase in reagent rentals and the related increase in the allocation of revenue from Capture reagents to instruments related to reagent rentals. In a reagent rental, the reagent revenue stream is used to fund all components of the customer’s acquisition, including the reagents themselves as well as the instrument and instrument-related items, such as training. Reagent gross margin is negatively impacted as a portion of reagent revenue is allocated to instruments over the life of the contract but none of the costs associated with the reagents are allocated.

Gross margin on instruments was 22.8% for the Successor quarter ended February 29, 2012 compared with 11.6% for the Predecessor quarter ended February 28, 2011.  Gross margin on instruments was 18.3% in the Successor fiscal 2012 period and 21.7% in the Predecessor fiscal 2012 period.  The combined fiscal 2012 period margin of 19.3% compared with the 17.1% in the Predecessor fiscal 2011 period.  The increased gross margin in both the Successor quarter and the Successor year to date period was due to an increase in reagent rentals and the related increase in the allocation of revenue from Capture reagents to instruments related to reagent rentals. In a reagent rental, the reagent revenue stream is used to fund all components of the customer’s acquisition, including the reagents themselves as well as the instrument and instrument-related items, such as training. Instrument gross margin is positively impacted as a portion of reagent revenue is allocated to instruments over the life of the contract but none of the costs associated with the reagents are allocated.  Purchase accounting adjustments relating to deferred revenue, which negatively impacted margin, was offset by fewer instruments expensed during the period when compared to the corresponding period in the prior fiscal year.

Operating Expenses

	Successor		Predecessor
	Three Months Ended February 29,		Three Months Ended February 28,		Change
	2012		2011		Amount		%
	($ in thousands)		($ in thousands)
Research and development	$	3,775	$	3,733	$	42		1	%
Selling and marketing		9,608		8,430		1,178		14	%
Distribution		4,496		3,982		514		13	%
General and administrative		13,396		7,936		5,460		69	%
Amortization expense		12,394		1,071		11,323		1057	%
Total operating expenses	$	43,669	$	25,152	$	18,517		74	%

	Successor		Predecessor
	August 20, 2011 through February 29,		June 1, 2011 through August 19,		Nine Months Ended February 28,		Change
	2012		2011		2011		Amount		%
	($ in thousands)		($ in thousands)
Research and development	$	9,544	$	4,895	$	12,039	$	2,400		20	%
Selling and marketing		20,653		10,510		26,793		4,370		16	%
Distribution		9,721		3,952		11,954		1,719		14	%
General and administrative		25,355		38,175		25,025		38,505		154	%
Amortization expense		26,504		931		3,234		24,201		748	%
Certain litigation expenses		22,000		-		-		22,000		100	%
Total operating expenses	$	113,777	$	58,463	$	79,045	$	93,195		118	%

42

Research and development expenses were generally in line when comparing the Successor quarter ended February 29, 2012 to the Predecessor quarter ended February 28, 2011.

Research and development expenses were $9.5 million in the Successor fiscal 2012 period and $4.9 million in the Predecessor fiscal 2012 period compared to $12.0 million in the Predecessor fiscal 2011 period. The overall increase of $2.4 million, or 20%, was primarily due to $1.5 million of increased spend on projects in the Successor fiscal 2012 period.  Additionally, $0.9 million of compensation expense in the Predecessor fiscal 2012 period related to the vesting of all share-based awards in conjunction with the Acquisition that is non-recurring.

Selling and marketing expenses increased $1.2 million when comparing the Successor quarter ended February 29, 2012 to the Predecessor quarter ended February 28, 2011.  The increase was primarily due to an increase in other compensation-related expenses.

Selling and marketing expenses were $20.7 million in the Successor fiscal 2012 period and $10.5 million in the Predecessor fiscal 2012 period compared to $26.8 million in the Predecessor fiscal 2011 period. The overall increase of $4.4 million, or 16%, was primarily due to an increase in other compensation-related expenses.  Additionally, $1.3 million of compensation expense was recorded in the Predecessor fiscal 2012 period related to the vesting of all share-based awards in conjunction with the Acquisition that is non-recurring.

Distribution expenses increased $0.5 million when comparing the Successor quarter ended February 29, 2012 to the Predecessor quarter ended February 28, 2011 primarily due to increases in warehouse expenses and freight costs.

Distribution expenses were $9.7 million in the Successor fiscal 2012 period and $4.0 million in the Predecessor fiscal 2012 period compared to $12.0 million in the Predecessor fiscal 2011 period. The overall increase of $1.7 million, 14%, was due to increases in warehouse expenses and freight costs.  Additionally, $0.2 million of compensation expense was recorded in the Predecessor fiscal 2012 period related to the vesting of all share-based awards in conjunction with the Acquisition.

General and administrative expenses increased $5.5 million when comparing the Successor quarter ended February 29, 2012 to the Predecessor quarter ended February 28, 2011 primarily due to $2.6 million of severance expenses, higher legal expenses and $1.0 million of monitoring fees and expenses pursuant to a management services agreement with TPG Capital.

General and administrative expenses were $25.4 million in the Successor fiscal 2012 period and $38.2 million in the Predecessor fiscal 2012 period compared to $25.0 million in the Predecessor fiscal 2011 period. The overall increase of $38.5 million was primarily due to $18.9 million of transaction costs in the Predecessor fiscal 2012 period related to the Acquisition.  Additionally, $10.2 million of compensation expense was recognized in the Predecessor fiscal 2012 period related to the vesting of all share-based awards in conjunction with the Acquisition that is non-recurring.  During the Successor fiscal 2012 period $3.2 million of severance was expensed as well as $1.9 million of monitoring fees pursuant to a management services agreement with TPG Capital.

Amortization expenses increased $11.3 million when comparing the Successor quarter ended February 29, 2012 to the Predecessor quarter ended February 28, 2011.  Amortization expense was $26.5 million in the Successor fiscal 2012 period and $0.9 million in the Predecessor fiscal 2012 period compared to $3.2 million in the Predecessor fiscal 2011 period. The overall increase for year to date fiscal 2012 was $24.2 million.  The increase in both the Successor quarter and the Successor year to date periods was related to amortizing intangible assets which were recorded in the Successor fiscal 2012 period relating to the Acquisition.

Certain litigation expenses of $22 million recorded in the Successor fiscal 2012 period relate to the settlement of the antitrust class action lawsuit (See Part II, Item 1 – Legal Proceedings for further discussion).

43

Non-Operating Income

	Successor			Predecessor
	Three Months Ended February 29,			Three Months Ended February 28,		Change
	2012			2011		Amount			%
	($ in thousands)			($ in thousands)
Non-operating income (expense)	$	(24,203	)	$	51	$	(24,254	)		NM

	Successor			Predecessor
	August 20, 2011 through February 29,			June 1, 2011 through August 19,		Nine Months Ended February 28,		Change
	2012			2011		2011		Amount			%
	($ in thousands)			($ in thousands)
Non-operating income (expense)	$	(51,780	)	$	2,815	$	437	$	(49,402	)		NM

Non-operating income (expense) decreased $24.3 million when comparing the Successor quarter ended February 29, 2012 to the Predecessor quarter ended February 28, 2011 primarily due to $24.1 million of interest expense related to the Company’s long-term debt.

Non-operating income (expense) was expense of $51.8 million in the Successor fiscal 2012 period and income of $2.8 million in the Predecessor fiscal 2012 period compared to $0.4 million of income in the Predecessor fiscal 2011 period.  Realized foreign exchange gains relating to the settlement of intercompany balances accounted for $2.9 million of the income in the Predecessor fiscal 2012 period.  During the Successor fiscal 2012 period non-operating income (expense) included interest expense relating to the Company’s long-term debt of $52.4 million.

Income Taxes

The effective tax rate for the Successor quarter ended February 29, 2012 and the Predecessor quarter ended February 28, 2011 was 39.5% and 33.1%, respectively.  The effective tax rate was higher during the Successor quarter primarily due to the loss of the domestic production deduction and discrete tax items recognized during the quarter.

The effective tax rate for the Successor fiscal 2012 period, the Predecessor fiscal 2012 period, and the Predecessor fiscal 2011 period was 38.5%, (72.6)% and 33.8%, respectively. The difference between the federal statutory rate of 35% and the effective tax rate for the Successor fiscal 2012 period primarily relates to foreign tax credits and the loss of the domestic production deduction. The difference between the federal statutory rate and the effective tax rate for the Predecessor fiscal 2012 period primarily relates to the income taxes associated with the repatriation of foreign earnings in excess of foreign tax credits earned, the non-deductibility of certain transaction costs, and state income taxes.

44

Liquidity and Capital Resources

	Successor			Predecessor
	August 20, 2011			June 1, 2011			Nine Months
	through February 29,			through August 19,			Ended February 28,
	2012			2011			2011
	(in thousands)			(in thousands)
Net cash provided by (used in) operating activities	$	(4,662	)	$	25,588		$	73,666
Net cash used in investing activities		(1,942,673	)		(2,265	)		(5,533	)
Net cash provided by financing activities		1,653,627			66			430
Effect of exchange rate changes on cash and cash equivalents		(1,250	)		(3,029	)		3,466
(Decrease) increase in cash and cash equivalents	$	(294,958	)	$	20,360		$	72,029

Our cash and cash equivalents were $28.0 million at February 29, 2012 (Successor), as compared with $302.6 million at May 31, 2011 (Predecessor).  The reduction in our cash position resulted primarily from $301.1 million of net cash used in the Acquisition.

Operating Activities – Net cash used in operating activities was $4.7 million for the Successor fiscal 2012 period. Net cash provided by operating activities was $25.6 million for the Predecessor fiscal 2012 period compared with $73.7 million for the Predecessor fiscal 2011 period.  The reduction in cash provided by operating activities primarily relates $38.8 million of interest paid and transaction costs of $16.9 million relating to the Acquisition which were accounted for in operating cash in the Successor fiscal 2012 period.

Investing Activities – Net cash used in investing activities was $1.9 billion for the Successor fiscal 2012 period and $2.3 million for the Predecessor fiscal 2012 period, compared with $5.5 million for the Predecessor fiscal 2011 period.  The purchase of property and equipment was the primary use of cash in both of the Predecessor periods of fiscal 2012 and fiscal 2011.  In the Successor period of fiscal 2012, $3.3 million was used for the purchase of property and equipment and $1.9 billion was used in the Acquisition.

Financing Activities – Net cash provided by financing activities was $1.7 billion during the Successor fiscal 2012 period and $0.1 million during the Predecessor fiscal 2012 period, compared with $0.4 million in the Predecessor fiscal 2011 period.  During the Successor fiscal 2012 period, we received $991.4 million in proceeds from long-term debt and $706.2 million in equity contributions, net of costs.  Additionally, we paid $42.5 million of debt issuance costs.  During the Predecessor fiscal 2012 period, we had a cash outflow of $0.5 million for payment of withholding taxes in compliance with the statutory tax withholding requirements on exercise of options and vesting of restricted shares in exchange for surrender of the Company’s shares of equal value, compared with a cash outflow of $0.4 million in the Predecessor fiscal 2011 period. The value of these reacquired shares is disclosed as ‘Repurchase of common stock’ under financing activities in the condensed consolidated statement of cash flows.  During both the Predecessor fiscal 2012 and Predecessor fiscal 2011 periods we received $0.5 million and $0.7 million, respectively, in proceeds from stock option exercises.

Contingent Liabilities

We record contingent liabilities resulting from asserted and unasserted claims against us when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. We disclose contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimating probable losses requires analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. We currently are involved in certain legal proceedings. (See Part II, Item 1 – Legal Proceedings for further discussion.) Although we believe we have meritorious defenses to the claims and other issues asserted in such matters, one or more of such matters or any future legal matters may have an adverse effect on the Company or our financial position. Contingent liabilities are described in Note 16 to the condensed consolidated financial statements.

Future Cash Requirements and Restrictions

In conjunction with the Acquisition, we have entered into a Senior Credit Facility, including a $615 million term loan facility and a $100 million revolving facility.  We also issued $400 million principal amount of notes.  There were no borrowings under the revolving facility as of February 29, 2012.  Our term loan facility requires quarterly payments equal to 0.25% of the original principal amount of the loan.  Required principal and interest payments related to our senior term loan facility are $6.1 million and $44.3 million, respectively, for the next 12 months.  Required interest payments related to the notes is $44.5 million for the next 12 months.  We expect to use the revolving credit line during the fourth quarter of fiscal 2012 to fund a portion of the legal settlement.

45

We expect that cash and cash equivalents and cash flows from operations together with available borrowings from the revolving facility will be sufficient to support our operations, planned capital expenditures and debt service requirements for at least the next 12 months.  Our ongoing ability to meet our substantial debt service and other obligations will depend upon future performance, which may be subject to economic and regulatory factors that are not in our control. There are no legal restrictions on our subsidiaries with respect to sending dividends, or making loans or advances to Immucor.

Contractual obligations

The following table sets forth our contractual obligations and other commitments as of February 29, 2012:

	Payments Due by Period
Contractual Obligations	(in thousands)
	Total		Less than 1 year		1-3 years		4 - 5 years		After 5 years
Operating leases	$	13,995	$	1,223	$	6,716	$	5,313	$	743
Purchase obligations		12,767		12,656		111		-		-
Senior Credit Facilities (1) (2)		613,462		1,538		12,304		12,304		587,316
Notes (2)		400,000		-		-		-		400,000
Interest (3)		624,182		66,559		176,280		174,497		206,846
Total contractual cash obligations	$	1,664,406	$	81,976	$	195,411	$	192,114	$	1,194,905

(1) The Senior Credit Facility is comprised of a $615.0 million senior secured term loan and a $100.0 million senior secured revolving loan facility.

(2) Amounts shown do not include interest.

(3) Interest on the Term Loan is computed based on the scheduled loan balance multiplied by the minimum rate currently required for a LIBOR loan under the loan agreement. Interest on the Notes is computed using the stated Iinterest rate.

In addition to the obligations in the table above, approximately $12.9 million of unrecognized tax benefits have been recorded as liabilities in accordance with ASC 740, “Income Taxes” (“ASC 740”), and we are uncertain as to if or when such amounts may be settled. Related to the unrecognized tax benefits not included in the table above, we have also recorded a liability for interest of $1.1 million.

The expected timing of payment of the obligations discussed above is estimated based on current information. The timing of payments and actual amounts paid may differ depending on the timing of receipt of services, or, for some obligations, changes to agreed-upon amounts.

Non-GAAP Disclosures

Adjusted EBITDA is defined as EBITDA (net income before interest, taxes, depreciation and amortization), further adjusted to exclude certain non-cash charges and other adjustments set forth below. We present adjusted EBITDA because we consider it an important supplemental measure of our performance and as a measure of compliance under our credit agreement.

Under our credit agreement, the senior secured leverage ratio is used as a benchmark to determine maximum levels of additional indebtedness we may incur. We believe the future directional trend of this ratio will provide valuable insight to understanding our operational performance and financial position with respect to our debt obligations.  Our senior secured leverage ratio is defined by our credit agreement as consolidated senior secured net debt divided by the total of the last twelve months adjusted EBITDA. For purposes of calculating the senior secured leverage ratio, adjusted EBITDA is calculated in a substantially similar manner to our credit agreement. At February 29, 2012, our senior secured leverage ratio was 3.87.

We use adjusted EBITDA, among other measures, to evaluate the performance of our core operations, establish operational goals and forecasts that are used in allocating resources and to evaluate our performance period over period, including for incentive program purposes. We view adjusted EBITDA as a useful financial metrics to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business. The inclusion of these supplementary adjustments are appropriate to provide additional information to readers about certain material non-cash items; unusual or non-recurring items that we do not expect to continue in the future; and other adjustments permitted in calculating adjusted EBITDA under our credit agreement (although adjusted EBITDA as set forth below may not equal adjusted EBITDA as calculated under our credit agreement).

46

Adjusted EBITDA for the three months ended February 29, 2012 and February 28, 2011, the nine months ended February 29, 2012 separated into the Successor and Predecessor periods and the nine months ended February 28, 2011 is calculated as follows:

	Successor			Predecessor			Successor			Predecessor
	Three Months Ended February 29, 2012			Three Months Ended February 28, 2011			August 20, 2011 to February 29, 2012			June 1, 2011 to August 19, 2011			Nine Months Ended February 28, 2011
Net income (loss)	$	(9,131	)	$	22,686		$	(41,752	)	$	(6,374	)	$	65,168
Interest expense (income), net		24,143			(145	)		52,380			(142	)		(472	)
Income tax expense (benefit)		(5,959	)		11,232			(26,180	)		2,681			33,295
Depreciation and amortization		16,540			4,541			35,132			4,264			13,416
EBITDA	$	25,593		$	38,314		$	19,580		$	429		$	111,407
Adjustments to EBITDA:
Stock-based compensation(i)	$	314		$	1,333		$	314		$	16,233		$	4,509
Transaction costs and transaction related fees (ii)		41			250			1,362			18,863			250
Specified legal fees (iii)		593			492			1,597			-			888
Sponsor fee (iv)		1,001			-			1,857			-			-
Non-cash impact of purchase accounting (v)		5,290			-			27,755			-			-
Certain non-recurring expenses and other (vi)		4,401			(77	)		23,522			2,444			638
Adjusted EBITDA	$	37,233		$	40,312		$	75,987		$	37,969		$	117,692

i. Represents non-cash stock-based compensation.

ii. Related to legal, accounting and other costs related to the Acquisition.

iii. Represents certain litigation-related professional expenses.

iv. Represents management fees and other charges associated with a management services agreement with TPG Capital.

v. Represents non-cash expenses incurred as a result of purchase accounting related to the Acquisition.

vi. Represents non-recurring items not included in captions above.

Adjusted EBITDA is a non-GAAP measure and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. The term adjusted EBITDA is not defined under GAAP and Adjusted EBITDA is not a measure of net income, operating income or any other performance measure derived in accordance with GAAP.

Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• Adjusted EBITDA does not reflect all cash expenditures, future requirements for capital expenditures or contractual commitments;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;

• Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and

• Adjusted EBITDA can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments, limiting its usefulness as a comparative measure

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in our business. We compensate for these limitations by relying primarily on the GAAP results and using Adjusted EBITDA as supplemental information.

47

Critical Accounting Policies

General

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results.  For a detailed discussion on the application of these and other accounting policies, see the notes to the condensed consolidated financial statements included with this report and the notes to the consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Registration Statement on Form S-4 filed on November 22, 2011. Senior management has discussed our critical accounting policies and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure. We believe that our most critical accounting policies and estimates relate to the following:

i.  Revenue recognition

ii.  Trade accounts receivable and allowance for doubtful accounts

iii.  Inventories

iv.  Goodwill

v.  Income taxes

vi.  Share-based employee compensation

i) Revenue Recognition

In accordance with ASC 605, “Revenue Recognition,” we recognize revenue when the following four basic criteria have been met:  (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services are rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.  Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected.

The Company’s revenue is generated from the following sources.

Reagents (without price guarantees) – the selling price of reagents (without price guarantees) is based on vendor specific objective evidence (“VSOE”) of fair value by reference to the price our customers are required to pay for the reagents when sold separately.

Reagents (with price guarantees) – the selling price of reagents (with price guarantees) is based on management’s best estimate of selling price (“MBESP”).  In determining MBESP, we consider the following: (1) our pricing practices as they relate to future price increases, (2) the overall economic conditions, and (3) competitor pricing.  Revenue from the sale of the Company’s reagents (both with and without price guarantees) to end users is primarily recognized upon shipment when both title and risk of loss transfer to the customer, unless there are specific contractual terms to the contrary.  Revenue from the sale of the Company’s reagents to distributors is recognized FOB customs clearance when both title and risk of loss transfer to the customer.

Instrument sales – the selling price of our instruments is based on MBESP.  In determining MBESP, we consider the following: (1) the overall economic conditions, (2) the expected profit margin to be realized on the instruments, and (3) competitor pricing.  Revenue from instrument sales is recognized when the instrument has been installed and accepted by the customer.

Consumables (part kits) – the selling price of our consumables is based on MBESP.  In determining MBESP, we consider the following: (1) the overall economic conditions, (2) the expected profit margin to be realized on the agreement, and (3) competitor pricing.  Revenue from consumables is recognized when the consumables have been delivered.

Training – the selling price of training  is based on VSOE of fair value by reference to the price our customers are required to pay for training when training services are sold separately (through additional/incremental training sessions).  Revenue from training services is recognized as the training services are provided.

48

General Support Agreements – the selling price of general support agreements is based on VSOE by reference to the price our customers are required to pay for the general support agreements when sold separately via renewals.  Revenue from general support agreements is recognized over the term of the agreement.

Instrument leases – the selling price of instrument leases is based on MBESP.  In determining MBESP, we consider the following: (1) the overall economic conditions, (2) the expected profit margin to be realized on the agreement, and (3) competitor pricing.   Revenue from instrument leases is recognized over the term of the operating lease, which is generally 60 months.

ii) Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade receivables at February 29, 2012, totaling $67.8 million, and at May 31, 2011, totaling $63.3 million, are net of allowances for doubtful accounts of $0.3 million and $2.2 million, respectively. The allowance for doubtful accounts represents a reserve for estimated losses resulting from the inability of our customers to pay their debts. The collectability of trade receivable balances is regularly evaluated based on a combination of factors such as customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment patterns.  If it is determined that a customer will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material events impacting its business, a specific allowance for doubtful accounts is recorded to reduce the related receivable to the amount expected to be recovered. On August 19, 2011, in connection with the Acquisition of the Company, trade receivables were written down to the amount expected to be recovered and the allowance for doubtful accounts was set to zero.

iii) Inventories

Typically, inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value).  Cost includes material, labor and manufacturing overhead.  We use a standard cost system as a tool to monitor production efficiency. The standard cost system applies estimated labor and manufacturing overhead factors to inventory based on budgeted production and efficiency levels, staffing levels and costs of operation, based on the experience and judgment of management. Actual costs and production levels may vary from the standard established and such variances are charged to the consolidated statement of operations as a component of cost of sales.  Since U.S. generally accepted accounting principles require that the standard cost approximate actual cost, periodic adjustments are made to the standard rates to approximate actual costs.  In connection with the Acquisition of the Company on August 19, 2011, a fair value adjustment of $25.4 million increased inventory to net realizable value, which was greater than replacement cost.  As of February 29, 2012, all of the fair value adjustment has been expensed through cost of sales in the Successor fiscal 2012 period, and the inventory is again stated at the lower of cost (first-in, first-out basis) or market (net realizable value). No material changes have been made to the inventory policy during the third quarter of fiscal 2012.

iv) Goodwill

Consistent with ASC 350, “Intangibles – Goodwill and Other,” goodwill and intangible assets with indefinite lives are not amortized but are tested for impairment annually or more frequently if impairment indicators arise.  Intangible assets that have finite lives are amortized over their useful lives.

We evaluate the carrying value of goodwill during the fourth quarter of each fiscal year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired we first assess qualitative factors to determine if it is more likely than not (defined as 50% or more) that the fair value of the reporting unit is less than its carrying amount.  If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, no additional steps are taken.  If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, we then compare the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill.  The fair value of the reporting unit is estimated using primarily the income, or discounted cash flows, approach. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured.  The impairment loss would be calculated by comparing the implied fair value of the reporting unit’s goodwill to its carrying amount.  In calculating the implied fair value of the reporting unit’s goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values.  The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value.

49

v) Income Taxes

Our income tax policy records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss and tax credit carry-forwards. The value of our deferred tax assets assumes that we will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and related assumptions change in the future, we may be required to record additional valuation allowances against our deferred tax assets resulting in additional income tax expense in our consolidated statements of operations. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized, and we consider the scheduled reversal of deferred tax liabilities, projected future taxable income, carry-back opportunities, and tax-planning strategies in making this assessment.  We assess the need for additional valuation allowances quarterly.

The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Although an ASC 740, “Income Taxes,” provides clarification on the accounting for uncertainty in income taxes recognized in the financial statements, the threshold and measurement attribute prescribed by the FASB will continue to require significant judgment by management. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our results of operations.

vi) Share-based Employee Compensation

Consistent with the provisions of ASC 718, “Compensation – Stock Compensation,” compensation cost for grants of all share-based payments is based on the estimated grant date fair value.  We attribute the value of share-based compensation to expense using the straight-line method.

The fair value of our share-based payment awards for the Predecessor fiscal periods was estimated using the Black-Scholes option-pricing model (the “Black-Scholes model”). The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable.  The Black-Scholes model requires the input of certain assumptions. Our stock options have characteristics significantly different from those of traded options, and changes in the assumptions can materially affect the fair value estimates.

The fair value of our share-based payment awards for the Successor fiscal periods is estimated using a Monte Carlo simulation approach. The Monte Carlo method is used to calculate the fair value of an option with multiple sources of uncertainty by creating random price paths for the underlying share and expected future value, then discounting the average of those paths to determine the fair value.  Key input assumptions used to estimate the fair value of stock options and stock appreciation rights include the initial value of common stock, expected term until the exercise of the equity award, the expected volatility of the equity, risk-free rates of return and dividend yields, if any.

We calculate our additional paid in capital pool (“APIC pool”) based on the actual income tax benefits received from exercises of share-based compensation awards granted after the effective date of ASC 718 using the long method. The APIC pool will be available to absorb any tax deficiencies subsequent to the adoption of ASC 718. As of the Acquisition Date, the APIC pool has been reset to zero.

ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes regarding the Company’s market risk position since the filing of its Registration Statement on Form S-4 on November 22, 2011.  For further details regarding the quantitative and qualitative disclosures about market risk, see Quantitative and Qualitative Disclosures About Market Risk for the fiscal year ended May 31, 2011, contained in the Company’s Registration Statement on Form S-4.

ITEM 4.  Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, an evaluation was carried out under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of February 29, 2012.  Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of February 29, 2012, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

50

There were no changes in our internal control over financial reporting during the quarter ended February 29, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1.  Legal Proceedings

Since the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2011, there have been no material developments concerning the previously-reported investigation of the Company by the Federal Trade Commission or the private securities litigation in the United States District of North Georgia.

As previously reported, in January 2012 the Company settled a series of class action lawsuits filed against the Company and Ortho-Clinical Diagnostics, Inc. which made certain allegations of violations of federal antitrust laws.  These cases were consolidated in the United States District Court for the Eastern District of Pennsylvania.  In March 2012 the Court granted preliminary approval of the settlement and ordered that a hearing on final approval be held in June 2012 following notice to potential class members.

As previously reported, in June 2011 in connection with the Acquisition a series of six class action lawsuits were filed in the Superior Courts of Fulton County and Gwinnett County, Georgia.  Four of those cases previously were voluntarily dismissed without prejudice.  In March 2012 one of the remaining cases was dismissed with prejudice and in April 2012 the other remaining case was voluntarily dismissed without prejudice.

Other than as set forth above or as previously reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2012, we are not currently subject to any additional material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.  However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.

ITEM 1A.  Risk Factors

Other than the above-described settlement of the antitrust class action lawsuits, there have been no material changes to the risk factors set forth in our Registration Statement on Form S-4 filed on November 22, 2011. In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Risk Factors” in our Registration Statement on Form S-4 which could materially affect our business, financial condition or future results. The risks described in our Registration Statement on Form S-4 are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may have a material adverse effect on our business, financial condition and/or operating results.

ITEM 6.  Exhibits

3.1 Amended and Restated Bylaws of Immucor, Inc. dated April 4, 2012.

10.1 Employment Agreement by and among Immucor, Inc., IVD Holdings, Inc. and William Hawkins, executed as of December 8, 2011 and effective as of October 17, 2011 (incorporated by reference to Exhibit 10.11 to Registration Statement on Form S-4, No. 333-178102).

10.2 Form of Management Stockholders’ Agreement by and among Immucor, Inc., IVD Holdings, Inc. and the Managers and Investors named therein (incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-4, No. 333-178102).

10.3 Amended and Restated Employment Agreement by and between Immucor, Inc. and Richard A. Flynt, effective June 10, 2011 (incorporated by reference to Exhibit 10.2 to Immucor, Inc.’s Current Report on Form 8-K filed on June 15, 2011)

10.4 Settlement Agreement for Immucor, Inc., In Re: Blood Reagents Antitrust Litigation (incorporated by reference to Exhibit 10.4 to Immucor, Inc.’s Quarterly Report on Form 10-Q filed on January 13, 2012)

10.5 Offer Letter between Immucor, Inc. and Dominique Petitgenet dated February 12, 2012.

31.1  Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

31.2  Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

32.1  Certification of Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.2  Certification of Chief Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance Document *

101.SCH XBRL Taxonomy Extension Schema *

101.CAL XBRL Taxonomy Extension Calculation *

101.DEF XBRL Taxonomy Extension Definition *

101.LAB XBRL Taxonomy Extension Label *

101.PRE XBRL Taxonomy Extension Presentation *

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

51

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.

	IMMUCOR, INC. (Registrant)
Date:   April 11, 2012	By:	/s/ William A. Hawkins
		William A. Hawkins,
		Chief Executive Officer (on behalf of Registrant and as Principal Executive Officer)

Date:   April 11, 2012	By:	/s/ Dominique Petitgenet
		Dominique Petitgenet,
		Chief Financial Officer (Principal Financial and Accounting Officer)

52

EXHIBIT INDEX

Number  Description

3.1 Amended and Restated Bylaws of Immucor, Inc. dated April 4, 2012.

10.1 Employment Agreement by and among Immucor, Inc., IVD Holdings, Inc. and William Hawkins, executed as of December 8, 2011 and effective as of October 17, 2011 (incorporated by reference to Exhibit 10.11 to Registration Statement on Form S-4, No. 333-178102).

10.2 Form of Management Stockholders’ Agreement by and among Immucor, Inc., IVD Holdings, Inc. and the Managers and Investors named therein (incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-4, No. 333-178102).

10.3 Amended and Restated Employment Agreement by and between Immucor, Inc. and Richard A. Flynt, effective June 10, 2011 (incorporated by reference to Exhibit 10.2 to Immucor, Inc.’s Current Report on Form 8-K filed on June 15, 2011)

10.4 Settlement Agreement for Immucor, Inc., In Re: Blood Reagents Antitrust Litigation (incorporated by reference to Exhibit 10.4 to Immucor, Inc.’s Quarterly Report on Form 10-Q filed on January 13, 2012)

10.5 Offer Letter between Immucor, Inc. and Dominique Petitgenet dated February 12, 2012.

31.1  Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

31.2  Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

32.1  Certification of Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.2  Certification of Chief Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance Document *

101.SCH XBRL Taxonomy Extension Schema *

101.CAL XBRL Taxonomy Extension Calculation *

101.DEF XBRL Taxonomy Extension Definition *

101.LAB XBRL Taxonomy Extension Label *

101.PRE XBRL Taxonomy Extension Presentation *

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

53