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 28, 2014

OR

_	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	(I.R.S. Employer
incorporation or organization)	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         No X

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  

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	Accelerated filer
Non-accelerated filer      X	Smaller reporting company
(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         No X

Since November 30, 2012, there has been no established public trading market for the Company’s common stock; therefore, the aggregate market value of the common stock is not determinable.

As of April 14, 2014, there were 100 shares of common stock outstanding.

IMMUCOR, INC. AND SUBSIDIARIES

QUARTERLY FINANCIAL STATEMENTS

INDEX

PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements:
Consolidated Balance Sheets (unaudited, except for May 31, 2013)
Consolidated Statements of Operations (unaudited)
Consolidated Statements of Comprehensive Income (Loss) (unaudited)
Consolidated Statements of Cash Flows (unaudited)
Notes to 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 6.	Exhibits
	SIGNATURES

2

ITEM 1. Consolidated Financial Statements

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	February 28, 2014			May 31, 2013
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	26,028			29,388
Trade accounts receivable, net of allowance for doubtful accounts of $909 and $815 at February 28, 2014 and May 31, 2013, respectively		66,686			68,086
Inventories		51,108			45,941
Deferred income tax assets, current portion		6,880			5,290
Prepaid expenses and other current assets		11,651			11,577
Total current assets		162,353			160,282
PROPERTY AND EQUIPMENT, net		75,962			76,381
GOODWILL		1,005,778			1,003,463
OTHER INTANGIBLE ASSETS, net		679,673			714,603
DEFERRED FINANCING COSTS, net		34,736			39,449
OTHER ASSETS		6,920			6,792
Total assets	$	1,965,422			2,000,970
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	17,209			13,638
Accrued interest and interest rate swap liability		8,359			20,084
Accrued expenses and other current liabilities		22,573			26,654
Income taxes payable		5,880			3,873
Deferred revenue, current portion		2,641			2,252
Current portion of long-term debt, net of debt discounts		4,624			6,712
Total current liabilities		61,286			73,213
LONG-TERM DEBT, net of debt discounts		1,038,185			1,039,278
DEFERRED REVENUE		120			161
DEFERRED INCOME TAX LIABILITIES		218,157			231,040
OTHER LONG-TERM LIABILITIES		12,418			12,572
Total liabilities		1,330,166			1,356,264
COMMITMENTS AND CONTINGENCIES (Note 17)
SHAREHOLDERS' EQUITY:
Common stock, $0.00 par value, 100 shares authorized, issued and outstanding as of February 28, 2014 and May 31, 2013, respectively		-			-
Additional paid-in capital		752,810			751,635
Accumulated deficit		(104,909	)		(89,007	)
Accumulated other comprehensive loss		(12,645	)		(17,922	)
Total shareholders' equity		635,256			644,706
Total liabilities and shareholders' equity	$	1,965,422			2,000,970

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

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IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)

	Three Months Ended
	February 28
	2014			2013
NET SALES	$	90,979			86,192
COST OF SALES (exclusive of amortization shown separately below)		32,359			29,997
GROSS MARGIN		58,620			56,195
OPERATING EXPENSES
Research and development		6,738			4,854
Selling and marketing		14,295			11,056
Distribution		5,068			4,588
General and administrative		10,310			10,446
Amortization expense		13,225			12,407
Impairment loss		150			-
Total operating expenses		49,786			43,351
INCOME FROM OPERATIONS		8,834			12,844
NON-OPERATING INCOME (EXPENSE)
Interest income		16			12
Interest expense		(21,900	)		(21,952	)
Loss on extinguishment of debt		-			(2,425	)
Other, net		(108	)		(143	)
Total non-operating net expense		(21,992	)		(24,508	)
LOSS BEFORE INCOME TAXES		(13,158	)		(11,664	)
BENEFIT FOR INCOME TAXES		(5,803	)		(5,751	)
NET LOSS	$	(7,355	)		(5,913	)

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

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IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)

	Nine Months Ended
	February 28
	2014			2013
NET SALES	$	287,226			253,402
COST OF SALES (exclusive of amortization shown separately below)		103,092			84,264
GROSS MARGIN		184,134			169,138
OPERATING EXPENSES
Research and development		22,178			14,276
Selling and marketing		43,757			36,218
Distribution		14,624			13,817
General and administrative		29,534			31,375
Amortization expense		39,647			37,192
Acquisition-related items		(4,638	)		-
Impairment loss		180			-
Loss on disposition and retirement of fixed assets		-			1,175
Total operating expenses		145,282			134,053
INCOME FROM OPERATIONS		38,852			35,085
NON-OPERATING INCOME (EXPENSE)
Interest income		28			22
Interest expense		(66,172	)		(68,691	)
Loss on extinguishment of debt		-			(9,111	)
Other, net		(301	)		(265	)
Total non-operating net expense		(66,445	)		(78,045	)
LOSS BEFORE INCOME TAXES		(27,593	)		(42,960	)
BENEFIT FOR INCOME TAXES		(11,691	)		(16,013	)
NET LOSS	$	(15,902	)		(26,947	)

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

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IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(Unaudited)

	Three Months Ended
	February 28
	2014			2013
NET LOSS	$	(7,355	)		(5,913	)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Foreign currency translation adjustment		476			(2,478	)
Changes in fair value of cash flow hedges:
Portion of cash flow hedges recognized in other comprehensive income		109			231
OTHER COMPREHENSIVE INCOME (LOSS)		585			(2,247	)
COMPREHENSIVE LOSS	$	(6,770	)		(8,160	)

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 (in thousands)

(Unaudited)

	Nine Months Ended
	February 28
	2014			2013
NET LOSS	$	(15,902	)		(26,947	)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Foreign currency translation adjustment		5,023			3,563
Changes in fair value of cash flow hedges:
Portion of cash flow hedges recognized in other comprehensive income		254			(122	)
OTHER COMPREHENSIVE INCOME		5,277			3,441
COMPREHENSIVE LOSS	$	(10,625	)		(23,506	)

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

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IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Nine Months Ended
	February 28
	2014			2013
OPERATING ACTIVITIES:
Net loss	$	(15,902	)		(26,947	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		52,858			52,603
Noncash interest expense		6,510			5,397
Loss on disposition and retirement of fixed assets		68			1,607
Inventory fair value adjustment		2,779			-
Loss on extinguishment of debt		-			9,111
Asset impairment		180			-
(Recovery) provision for doubtful accounts		(1,740	)		193
Share-based compensation expense		1,175			1,167
Acquisition-related items		(4,638	)		-
Deferred income taxes		(15,073	)		(17,871	)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, trade		5,330			2,130
Income taxes		861			2,492
Inventories		(14,651	)		(10,857	)
Other assets		(324	)		394
Accounts payable		3,025			191
Deferred revenue		269			(368	)
Accrued expenses and other liabilities		(10,186	)		(24,070	)
Cash provided by (used in) operating activities		10,541			(4,828	)
INVESTING ACTIVITIES:
Purchases of property and equipment		(5,339	)		(6,915	)
Receipt related to acquisition of business		1,116			-
Acquisition of businesses, net of cash acquired		(5,151	)		-
Cash used in investing activities		(9,374	)		(6,915	)
FINANCING ACTIVITIES:
Proceeds from long-term debt		-			288,076
Payment of debt issuance costs		-			(9,867	)
Repayments of long-term debt		(5,008	)		(286,666	)
Proceeds from Revolving Credit Facility		-			47,000
Repayments of Revolving Credit Facility		-			(26,000	)
Cash (used in) provided by financing activities		(5,008	)		12,543
EFFECT OF EXCHANGES IN RATES ON CASH AND CASH EQUIVALENTS		481			142
NET CHANGE IN CASH AND CASH EQUIVALENTS		(3,360	)		942
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		29,388			18,578
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	26,028			19,520
SUPPLEMENTAL INFORMATION:
Income taxes paid, net of refunds	$	3,030			2,174
Interest paid		71,179			81,315
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Movement from inventory to property and equipment of instruments placed on rental agreements	$	7,788			8,943
Exchange of debt instruments due to debt amendment August 2012		-			468,241
Exchange of debt instruments due to debt amendment February 2013		-			467,406
Tax Benefit from tax deduction contributed by IVD Holdings, Inc.		-			726

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

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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 its subsidiaries (collectively, the “Company”) develops, manufactures and sells transfusion and transplantation diagnostics products used by hospitals, donor centers and reference laboratories around the world. Our products are used in a number of tests performed in the typing and screening of blood, organs or stem cells to ensure donor-recipient compatibility for blood transfusion, and organ or stem cell transplantations. The Company operates manufacturing facilities in North America with both direct affiliate offices and third-party distribution arrangements worldwide.

Basis of Presentation

The accompanying 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. These unaudited 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, 2013, included in the Company’s Annual Report on Form 10-K filed with the SEC on August 26, 2013.

Change in Estimates

Change in Provision of Allowance for Doubtful Accounts

In the second quarter of fiscal 2014, management reviewed the valuation method used to determine the Company’s estimate of its allowance for doubtful accounts and determined that a change in estimate was needed to better reflect the Company’s actual bad debt experience. As a result, management revised its valuation method, effective November 30, 2013, and reduced the estimate of its allowance for doubtful accounts on uncollected receivables in the second quarter of fiscal 2014. The effect of this change in estimate was a reduction in bad debt expense of $1.9 million, and a decrease in net loss of approximately $1.1 million, in the nine months ended February 28, 2014.

Change in Depreciable Lives of Property and Equipment

In accordance with its policy, the Company reviews the estimated useful lives of its fixed assets on an ongoing basis. In the first quarter of fiscal 2014, this review indicated that the actual lives of its instrument equipment assets were longer than the estimated useful lives used for depreciation purposes in the Company’s financial statements. As a result, the Company changed its estimates of the useful lives of its instrument equipment, effective June 1, 2013, to better reflect the estimated periods during which these assets will remain in service. The estimated useful lives of these assets increased from approximately 5 years to 10 years. The effect of this change in estimate was a reduction in depreciation expense of $1.6 million and $4.7 million, and a decrease in net loss of $0.9 million and $2.7 million for the three months and nine months ended February 28, 2014, respectively. On an annual basis, the effect of this change is expected to decrease depreciation expense by approximately $6.3 million, and decrease net loss by approximately $3.6 million.   

Basis of Consolidation

The consolidated financial statements include the accounts of Immucor and all its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. There are no other entities controlled by the Company, either directly or indirectly.

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Impact of Recently Issued Accounting Standards –

Adopted by the Company in fiscal 2014

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities (Topic 210) (“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 statements can understand the effect that offsetting has on the Company’s financial position. The adoption of ASU 2011-11 did not have a material impact on the Company’s consolidated financial statements.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (“ASU 2013-01”), which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that are not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the FASB determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRS. The adoption of ASU 2013-01 did not have a material impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU No. 2013-02: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”) which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. The adoption of ASU 2013-02 did not have a material impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (“ASU 2013-04”). The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The adoption of ASU 2013-04 did not have a material impact on the Company’s consolidated financial statements.

In March 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force) (“ASU 2013-05”). ASU 2013-05 clarifies that when a parent reporting entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, the parent is required to apply the guidance in ASC 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The adoption of ASU 2013-05 did not have a material impact on the Company’s consolidated financial statements.

In July 2013, the FASB issued Accounting Standards Update 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes ("ASU 2013-10"). ASU 2013-10 permits the Fed Funds Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to the United States Treasury rate and London Interbank Offered Rate ("LIBOR"). In addition, the restriction on using different benchmark rates for similar hedges is removed. The adoption of ASU 2013-10 did not have a material impact on the Company’s consolidated financial statements.

In July 2013, the FASB issued Accounting Standards Update 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”).  ASU 2013-11 amends accounting guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or tax credit carryforward exists. This new guidance requires entities, if certain criteria are met, to present an unrecognized tax benefit, or portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when such items exist in the same taxing jurisdiction. The adoption of ASU 2013-11 did not have a material impact on the Company’s consolidated financial statements.

9

2.    BUSINESS COMBINATIONS

Business combinations completed in the third quarter of fiscal year 2014:

Acquisition of LIFECODES distribution businesses – The Company completed the acquisition of both the LIFECODES distribution businesses in the United Kingdom (“UK”) and Italy on January 31, 2014. These acquisitions enable Immucor to streamline the distribution of its LIFECODES products in Europe.

The Company acquired the stock of the UK distribution business for a total cash purchase price of $4.0 million, including acquired cash of $1.2 million. The Company acquired the assets of the Italy distribution business for a total cash purchase price of $2.4 million. In total, the Company acquired identifiable intangible assets of $3.5 million and $1.1 million of goodwill in these acquisitions.  The identifiable intangible assets are mainly customer relationships, which represent the fair value of the existing customer base. The tangible assets acquired in these acquisitions were not material to the Company’s consolidated financial statements. All of the goodwill arising from the Italy asset acquisition is deductible for income tax purposes.  The goodwill arising from the UK acquisition is not tax deductible. The operating results of the acquired businesses have been included in the Company's consolidated results of operations since their dates of acquisition.

Business combinations completed in fiscal 2013:

Acquisition of LIFECODES – The Company completed the acquisition of the LIFECODES business on March 22, 2013. This acquisition enables Immucor to enter the field of transplantation diagnostics – a close adjacency to its current business of transfusion medicine. The LIFECODES business specializes in pre-transplant human leukocyte antigen (“HLA”) typing and screening to ensure the most compatible match between patient and donor, as well as post-transplant patient monitoring to aid in the identification of graft rejection. LIFECODES also offers other immune-monitoring products.

The total cash purchase price of the LIFECODES business was $86.2 million, of which $87.3 million was paid in fiscal 2013, and $1.1 million was returned by the seller in the first quarter of fiscal 2014 as a result of finalizing certain purchase price adjustments.  The purchase agreement included a contingent consideration arrangement for a potential earn-out totaling $10.0 million in cash based upon the LIFECODES business attaining certain operating targets for the 2013 calendar year. Management estimated that the fair value of the contingent consideration arrangement as of the acquisition date was approximately $4.4 million. This was determined by applying a form of the income approach, based upon the probability-weighted projected payment amounts discounted to present value at a rate appropriate for the risk of achieving the financial performance target. The key assumptions were the earn-out period payment probabilities, and an appropriate discount rate. These assumptions are considered to be level 3 inputs by ASC Topic 820, Fair Value Measurement, which is not observable in the market. During fiscal 2013, the Company recognized accretion of $0.1 million which increased the contingent consideration liability to $4.5 million as of May 31, 2013.

The fair value of the contingent consideration liability was decreased by $4.5 million to zero in the first nine months of fiscal 2014 to reflect a change in the earn-out payment probabilities, and the accretion of the fair value amount. These decreases in the contingent consideration liability are reflected as a gain of $4.6 million in the acquisition-related items in the consolidated statements of operations for the first nine months of fiscal 2014. The contingent consideration liability was included in accrued expenses and other current liabilities in the Company’s consolidated balance sheet as of May 31, 2013.

The Company included the operating results of LIFECODES in the consolidated statement of operations since the acquisition date on March 22, 2013. The results for the three months and nine months ended February 28, 2014 included net sales of $11.0 million and $35.3 million and loss before income taxes of zero and $1.3 million, respectively, from LIFECODES.

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Pro Forma financial information

The financial information in the table below summarizes the results of operations of the Company for the three and nine months ended February 28, 2014 on a pro forma basis as though the LIFECODES acquisition had occurred at June 1, 2012. 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 LIFECODES 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, and interest expense resulting from the LIFECODES acquisition. The unaudited pro forma financial information presented below for the three months and nine months ended February 28, 2013 does not reflect any synergies or operating cost reductions that may be achieved, or pro forma financial information from the UK or Italy distribution businesses acquired in the third quarter of fiscal 2014. The UK and Italy distribution businesses are not reflected in the unaudited pro forma financial information below because the impact of these businesses was not significant to the Company’s consolidated net sales or results of operations. Also included in the table below are our actual results for the three months and nine months ended February 28, 2014 (in thousands):

	Three Months Ended						Nine Months Ended
	February 28						February 28
	2014			2013			2014			2013
Net sales	$	90,979			97,922			287,226			287,684
Net loss		(7,355	)		(6,240	)		(15,902	)		(28,262	)

3.    RELATED PARTY TRANSACTIONS

In connection with the acquisition of Immucor in the first quarter of fiscal 2012, the Company entered into a management services agreement with TPG Capital, L.P. (the “Sponsor”) pursuant to which the Sponsor receives an aggregate annual monitoring fee of approximately $3.0 million.  In the three months and nine months ended February 28, 2014, approximately $1.0 million, and $2.9 million was recorded for monitoring fees, additional services provided by the Sponsor, and out-of-pocket expenses, respectively. In the three months and nine months ended February 28, 2013, approximately $1.1 million, and $3.3 million, was recorded for these same types of fees and expenses, respectively. These expenses are included in general and administrative expenses in the consolidated statements of operations. As of February 28, 2014 and May 31, 2013, the Company owed $0.9 million and $0.6 million, respectively, to the Sponsor for these fees.

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4.    INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value). In relation to the acquisition of LIFECODES on March 22, 2013, a fair value adjustment of $4.5 million increased inventory to net realizable value, which was greater than replacement cost. As of February 28, 2014, the fair value adjustment has been expensed through cost of sales and inventories are again stated at the lower of cost (first-in, first-out basis) or market (net realizable value). Approximately $2.8 million of the fair value adjustment was expensed in the first nine months of fiscal 2014. Inventories as of February 28, 2014, and May 31, 2013 include the following (thousands of dollars):

	As of
	February 28, 2014		May 31, 2013
Raw materials and supplies	$	16,385		14,880
Work in process		10,957		8,356
Finished goods		23,766		22,705
	$	51,108		45,941

5.    PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):

	As of
	February 28, 2014			May 31, 2013
Land	$	286			301
Buildings and improvements		2,891			3,034
Leasehold improvements		20,461			20,170
Capital work-in-progress		6,791			5,139
Furniture and fixtures		3,618			3,282
Machinery, equipment and instruments		85,324			75,388
		119,371			107,314
Less accumulated depreciation		(43,409	)		(30,933	)
Property and equipment, net	$	75,962		$	76,381

Depreciation expense was $4.5 million and $13.2 million in the three months and nine months ended February 28, 2014, and was $5.3 million and $15.4 million in the three months and nine months ended February 28, 2013. The estimated useful lives of the Company’s instrument equipment assets were reevaluated during the first quarter of fiscal 2014. The evaluation indicated that the actual lives of our instrument equipment were longer than the estimated useful lives used for depreciation purposes in the Company’s financial statements. As a result, the Company changed its estimates of the useful lives of its instrument equipment to better reflect the estimated periods during which these assets will remain in service. The estimated useful lives of these assets increased from approximately 5 years to 10 years. This change was effective June 1, 2013. The effect of this change in estimate was a reduction in depreciation expense of $1.6 million and $4.7 million for the three months and nine months ended February 28, 2014. On an annual basis, the effect of this change is expected to decrease depreciation expense by approximately $6.3 million. Depreciation expense is primarily included in cost of sales in the consolidated statements of operations.

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6.    GOODWILL

The consolidated financial statements include the goodwill resulting from the acquisition of Immucor in the first quarter of fiscal 2012, of LIFECODES in the fourth quarter of fiscal 2013, and of the two distribution businesses acquired in the third quarter of fiscal 2014. The following table presents the changes in the carrying amount of goodwill during the nine months ended February 28, 2014 and the fiscal year ended May 31, 2013 (in thousands):

	February 28, 2014		May 31, 2013
Balance at beginning of period	$	1,003,463		966,338
Additions:
Acquisition of businesses		1,089		36,889
Foreign currency translation adjustment		1,226		236
Balance at end of period	$	1,005,778		1,003,463

7.    OTHER INTANGIBLE ASSETS

Intangible assets consist of the following (in thousands):

			As of
			February 28, 2014							May 31, 2013
	Weighted Average Life (years)		Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Intangible assets subject to amortization:
Customer relationships		20	$	470,876		(57,860	)		413,016		465,909		(40,392	)		425,517
Existing technology / trade names		11		291,250		(64,804	)		226,446		291,250		(44,526	)		246,724
Corporate trade name		15		40,000		(6,754	)		33,246		40,000		(4,754	)		35,246
Below market leasehold interests		8		1,200		(401	)		799		1,200		(313	)		887
Deferred licensing costs		6		199		(33	)		166		99		(20	)		79
Total amortizable assets				803,525		(129,852	)		673,673		798,458		(90,005	)		708,453
Intangible assets not subject to amortization:
In-process research and development				6,000		-			6,000		6,150		-			6,150
Total non-amortizable assets				6,000		-			6,000		6,150		-			6,150
Other intangible assets, net			$	809,525		(129,852	)		679,673		804,608		(90,005	)		714,603

A portion of the Company’s customer relationships 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.

The weighted average life for below market leasehold interests has changed from 6 to 8 years as of August 31, 2013 as a result of the renewal of certain lease agreements which extended the lease terms of existing leases. The costs associated with the new leases were treated as operating expenses as incurred.

In the third quarter of fiscal 2014, it was determined that an in-process research and development (“IPR&D”) project related to our transplant and molecular diagnostics business was no longer economically feasible. The project was therefore abandoned and its costs were fully written-off. As a result, a loss of $0.2 million was recorded and included in impairment loss on the Company’s consolidated statement of operations.     

13

Amortization expense related to these intangible assets for the three months and nine months ended February 28, 2014 was $13.2 million and $39.6 million, and for the three and nine months ended February 28, 2013 was $12.4 million and $37.2 million, respectively. Expected amortization expense for the remainder of fiscal 2014 and for each of the five succeeding years is as follows (in thousands):

2014	$	13,292
2015		53,160
2016		53,125
2017		52,968
2018		52,919
2019		48,997

8.    DEFERRED FINANCING COSTS

Changes in deferred financing costs during the nine months ended February 28, 2014 and the fiscal year ended May 31, 2013 are as follows (in thousands):

	February 28, 2014			May 31, 2013
Balance at beginning of period	$	39,449			38,769
Debt issuance costs		-			11,412
Loss on extinguishment of debt		-			(5,625	)
Amortization		(4,713	)		(5,107	)
Balance at end of period	$	34,736			39,449

Deferred financing costs are capitalized and are amortized over the life of the related debt agreements using the effective interest rate method, except the Revolving Facility which uses the straight line method.

Debt issuance costs, loss on extinguishment of debt, and the Revolving Facility are further detailed in Note 9.

9.    LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

Senior Secured Credit Facilities, Security Agreement and Guaranty

	As of
	February 28, 2014			May 31, 2013
Term Loan Facility, net of $9,928 and $11,384 debt discounts, respectively	$	646,774			650,293
Notes, net of $3,998 and $4,370 debt discounts, respectively		396,002			395,630
Capital lease agreements		33			67
		1,042,809			1,045,990
Less current portion, net of discounts		(4,624	)		(6,712	)
Long-term debt, net of current portion	$	1,038,185			1,039,278

The Company is party to a credit agreement and related security and other agreements as subsequently amended, with a bank syndicate of lenders, and Citibank N.A. as the Administrative Agent. The credit agreement, as amended, provides for (1) a $663.4 million senior secured term loan facility with Term B-2 Loans (the “Term Loan Facility”) and (2) a $100.0 million senior secured revolving loan facility (the “Revolving Facility,” and together with the Term Loan Facility, the “Senior Credit Facilities”). 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 swing line 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).

14

During the first quarter of fiscal 2013, the Company modified the Senior Credit Facilities via a loan amendment. This amendment provided for a new class of term loan debt, lowered the interest rates on the Term Loan Facility by 1.5% and the Revolving Facility by 1.25%, and extended the maturity date of the Revolving Facility to August 2017. As a result of this amendment and debt modification, the Company recognized a $6.7 million loss on debt extinguishment.

During the third quarter of fiscal 2013, the Company refinanced its Senior Credit Facilities which lowered interest rates on the Term Loan Facility by 0.75% and provided for additional borrowings under the Term Loan Facility of $6.0 million. The refinancing completed in February 2013 also lowered the interest rate on the Revolving Facility and modified the financial covenant per the Senior Credit Facilities to only apply to the Revolving Facility.

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 1.25%. The applicable margin for borrowings under the Term Loan Facility is 2.75% with respect to base rate borrowings and 3.75% with respect to LIBOR borrowings. The applicable margin for borrowings under the Revolving Facility is 2.75% with respect to base rate borrowings and 3.75% with respect to LIBOR borrowings. The applicable margin for borrowings under the Revolving 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 Facility was 5.00% as of February 28, 2014 and May 31, 2013. At February 28, 2014, there were no outstanding borrowings under the Revolving Facility and no outstanding letters of credit.

The Company is required to make scheduled principal payments on the last business day of each calendar quarter equal to 0.25% of the original principal amount of loans under the Term Loan Facility with the balance due and payable on August 19, 2018. Currently scheduled principal payments are $1.7 million per quarter. 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 that credit agreement. The $2.0 million additional principal due under the terms of the excess cash flow requirement was paid in September 2013. The terms of the Senior Credit Facilities provide that any principal paid as a result of the excess cash flow requirement, shall be applied to the scheduled installments of principal following the date of prepayment in direct order of maturity.

All obligations under the Senior Credit Facilities are unconditionally guaranteed by the parent company of Immucor (the “Parent”) and certain of Immucor’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, subject in each case to customary exceptions and exclusions.

Indenture and the Senior Notes Due 2019

The Company has also issued $400.0 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. The Notes mature on August 15, 2019.

Subject to certain exceptions, the Notes are guaranteed on a senior unsecured basis by each of Immucor’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.

15

The Company is not aware of any violations of the covenants pursuant to the terms of the indenture governing the Notes or the credit agreement governing the Senior Credit Facilities.

Future Commitments 

The following is a summary of the combined principal maturities of all long-term debt and principal payments to be made under the Company’s capital lease agreements for the remainder of fiscal 2014 and each of the fiscal years presented in the table below (in thousands):

2014	$	1,663
2015		6,653
2016		6,639
2017		6,632
2018		6,632
Thereafter		1,028,516
	$	1,056,735

Interest Expense

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

	Three Months Ended				Nine Months Ended
	February 28				February 28
	2014		2013		2014		2013
Notes, including OID amortization	$	11,250		11,236		33,747		33,705
Term Loan Facility, including OID amortization		8,702		9,097		26,427		29,997
Amortization of deferred financing costs		1,577		1,210		4,713		3,600
Interest rate swaps		246		247		766		772
Revolving Facility fees and interest		125		160		379		612
Interest accreted on contingent liability		-		-		134		-
Other interest		-		2		6		5
Total interest expense	$	21,900		21,952		66,172		68,691

10.  DERIVATIVE FINANCIAL INSTRUMENTS

As of February 28, 2014, the Company has interest rate swap agreements to hedge $240.0 million of its future interest commitments resulting from the Company’s Term Loan Facility, and to protect the Company from variability in cash flows attributable to changes in LIBOR interest rates. The purpose of entering into these swap agreements is to match the LIBOR floor in the swaps with the terms of the Term Loan Facility. Consistent with the terms of the Company’s Term Loan Facility, these swaps include a LIBOR floor of 1.25%. These swap agreements hedge a portion of contractual floating rate interest commitments through the expiration of the agreement in September of each year through 2016. As a result of these agreements, the LIBOR rate associated with the hedged amount of the Company’s indebtedness has been fixed at 1.67% until September 30, 2014.

The Company has designated these 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 changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income or loss and are reclassified into interest expense in the same period the hedged item affects earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values or cash flows of the underlying exposures being hedged. The changes in the fair values of derivatives that do not qualify as effective are immediately recognized in earnings.

16

The gains and losses on derivative contracts that are reclassified from accumulated other comprehensive income or loss to current period earnings are included in the line item in which the hedged item is recorded in the same period the forecasted transaction affects earnings. As of February 28, 2014, approximately $0.9 million of the deferred net loss on derivative instruments accumulated in other comprehensive loss is expected to be reclassified as interest expense during the next twelve months. This expectation is based on the expected timing of the occurrence of the hedged forecasted transactions.

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 liabilities included in the consolidated balance sheets is as follows (in thousands):

	As of
	February 28, 2014			May 31, 2013
Interest rate swaps (included in other liabilities)	$	(1,516	)		(1,906	)

The losses from accumulated other comprehensive loss (“AOCI”) was reclassified to the consolidated statement of operations and appears as follows (in thousands):

	Three Months Ended						Nine Months Ended
	February 28						February 28
Location of loss reclassified from AOCI into income	2014			2013			2014			2013
Losses on cash flow hedges:
Interest expense (effective portion)	$	(243	)		(245	)		(746	)		(763	)
Interest expense (ineffective portion)	$	(1	)		(2	)		(9	)		(9	)

11.  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.

	As of February 28, 2014
	Fair Value Measurements of Assets (Liabilities) Using							Carrying
	(Level 1)		(Level 2)			(Level 3)		Amount
	(in thousands of dollars)
Derivative instruments	$	-		(1,516	)		-		(1,516	)

17

	As of May 31, 2013
	Fair Value Measurements of Assets (Liabilities) Using								Carrying
	(Level 1)		(Level 2)			(Level 3)			Amount
	(in thousands of dollars)
Derivative instruments	$	-		(1,906	)		-			(1,906	)
Contingent consideration liability		-		-			(4,504	)		(4,504	)

The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable and accrued expenses approximate their fair values because of the short-term maturity of these instruments. Of the $26.0 million and $29.4 million of cash and cash equivalents at February 28, 2014, and May 31, 2013, respectively, approximately 17% and 38% was located in the U.S., respectively.

The Company uses derivative financial instruments in the form of floating-to-fixed interest rate swap agreements in order to mitigate the risks associated with interest rate fluctuations on the Company’s floating rate indebtedness. The estimated fair value of the Company’s derivative instruments is based on quoted market prices for similar instruments (a level 2 input) and are reflected at fair value in the consolidated balance sheets. The level 2 inputs used to calculate fair value were interest rates, volatility and credit derivative markets. The Company’s current and long-term derivative financial instrument liabilities are included in accrued interest and interest rate swap liability and other long-term liabilities in the Company’s consolidated balance sheets.

The fair value of the Company’s Notes and the Term Loan Facility (collectively referred to as the Company’s debt instruments) is estimated to be $451.3 million and $662.4 million at February 28, 2014, respectively, based on recent trades of these or similar instruments (a level 2 input). The fair value of the Notes and the Term Loan Facility was estimated to be $452.3 million and $669.1 million at May 31, 2013, respectively, based on the fair value of these instruments at that time. The Company’s debt instruments are included in current and long-term debt on the Company’s consolidated balance sheets, at the amount of unpaid principal, net of original issue discounts.

Management believes that these liabilities can be liquidated without restriction.

The Company had a contingent consideration liability for an earn-out provision resulting from the LIFECODES acquisition completed in the fourth quarter of fiscal 2013. The fair value of this contingent consideration liability was estimated to be $4.4 million as of the acquisition date, and was determined by applying a form of the income approach (a level 3 input), based upon the probability-weighted projected payment amounts discounted to present value at a rate appropriate for the risk of achieving the financial performance target. Assumptions included in the calculation were the cumulative probability of success, discount rate and time of payment. The present value of the expected payment considers the time at which the obligation was expected to be settled and a discount rate that reflects the risk associated with the performance payment. Based upon information available during the first and second quarters of fiscal 2014, management determined that the likelihood of achieving the financial performance target was lower than previously estimated and therefore the fair value of this contingent consideration liability decreased by $1.3 million and $3.3 million in the first and second quarters of fiscal 2014, respectively. These adjustments to the estimated fair value amounts are reflected as a gain in the acquisition-related line item of the Company’s consolidated statements of operations. The contingent consideration liability was included in accrued expenses and other current liabilities in the Company’s consolidated balance sheets as of May 31, 2013. The change in the contingent consideration liability is summarized in the table as follows:

	Nine Months Ended February 28, 2014			Twelve Months Ended May 31, 2013
Balance at the beginning of the period	$	(4,504	)		-
Additions due to acquisitions		-			(4,400	)
Change in fair value		4,638			-
Accretion of fair value		(134	)		(104	)
Balance at the end of the period	$	-			(4,504	)

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12.  ACCUMULATED OTHER COMPREHENSIVE LOSS

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

	Pretax			Tax			After Tax
Nine Months Ended February 28, 2014
Foreign exchange translation adjustment	$	5,023			-			5,023
Changes in fair value of cash flow hedges		362			108			254
	$	5,385			108			5,277
Nine Months Ended February 28, 2013
Foreign exchange translation adjustment	$	3,563			-			3,563
Changes in fair value of cash flow hedges		(167	)		(45	)		(122	)
	$	3,396			(45	)		3,441

The components of accumulated other comprehensive loss as of February 28, 2014 and May 31, 2013 are as follows (in thousands):

	As of
	February 28, 2014			May 31, 2013
Cumulative foreign currency translation adjustment	$	(11,719	)		(16,742	)
Change in fair value of cash flow hedges, net of tax		(926	)		(1,180	)
Accumulated other comprehensive loss	$	(12,645	)		(17,922	)

13.  SHARE-BASED COMPENSATION

The Company has granted nonvested restricted stock, stock options, and stock appreciation rights to key employees and directors under several stock award plans. The Company granted stock awards with an aggregate fair value of approximately $0.2 million and $0.7 million during the third quarter and nine months ended February 28, 2014 and $1.0 million and $1.9 million during the third quarter and nine months ended February 28, 2013, respectively. As of February 28, 2014, a total of 94,873 shares were available for future grants.

Stock-based compensation is recognized on a straight-line basis over the requisite service period for restricted stock and stock option awards. The Company recognized expense of $0.4 million and $1.2 million in the three months and nine months ended February 28, 2014 and $0.3 million and $1.2 million in the three months and nine months ended February 28, 2013, respectively, before income tax benefits, for all of the Company’s stock plans. As of February 28, 2014, there was $4.1 million of total unrecognized compensation cost related the Company’s stock plans that will be recognized over approximately 2.6 years.

As of February 28, 2014 there was no expense or liability recognized related to the stock appreciation rights granted as management has determined that a liquidity event (the performance condition) is not considered probable. The fair value of the liability relating to cash-settled stock appreciation rights was approximately $3.1 million as of February 28, 2014.

14.  INCOME TAXES

The effective tax rate for the nine months ended February 28, 2014 and February 28, 2013 was 42.4% and 37.3%, respectively.  The difference between the United States (“U.S.”) federal statutory rate and the effective tax rate for the nine months ended February 28, 2014 was primarily due to the following: (1) the fact that the gain on the acquisition-related item is not taxable, (2)a portion of the Company’s income is subject to tax in various tax jurisdictions with rates that differ from than the U.S. statutory tax rate, (3) the impact of recording U.S. income taxes associated with current and future distributions of foreign earnings, and (4) changes in discrete tax items recognized during the period based on enacted tax laws and the expiration of the statute of limitations for the benefits associated with uncertain tax positions.  The difference between the federal statutory rate and the effective tax rate for the nine months ended February 28, 2013 was primarily due to income subject to tax in the various tax jurisdictions with rates that differ from the U.S. statutory tax rate and discrete tax items recognized during the nine month period due to enacted tax laws and the expiration of the statute of limitations for benefits associated with uncertain tax positions.

19

The Company does not consider 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 provided 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.

15.  SEGMENT AND GEOGRAPHIC INFORMATION

Through February 2013, the Company was organized by geographic area and reported three operating segments: the United States, Europe and Other. In March 2013, after the acquisition of the LIFECODES business, the Company reorganized its operating structure, and reevaluated its reportable operating segments accordingly. The Company determines operating segments in accordance with its internal operating structure, which is organized based upon product groups. Each segment is separately managed and is evaluated primarily upon operating results. The Company has two operating segments, the Transfusion segment and the Transplant & Molecular segment, which have been aggregated into one reportable segment. The financial information provided below has been recast to reflect the Company’s new segment structure for each period presented.

The Company manufactures and markets a complete line of diagnostics products 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 and human tissue to ensure the most compatible match between patient and donor. These tests are performed for the purpose of blood transfusion, pre-transplant human leukocyte antigen (HLA) typing and screening processes as well as post-transplant patient monitoring to aid in the identification of graft rejection.

The Company operates in various geographies. These geographic markets are comprised of the United States, Europe, Canada and other international markets. Major international markets, other than Europe and Canada, include Japan, Brazil, Russia, India, China, Turkey, the Middle East and Africa. The Company’s products are marketed globally, both directly to the end user and through established distributors.

Accounting policies for segments are the same as those described in the summary of significant accounting policies.

The following is a summary of the Company’s segment data (in thousands):

	Three Months Ended				Nine Months Ended
	February 28				February 28
	2014		2013		2014		2013
Net sales by product group:
Transfusion	$	77,381		84,494		245,930		248,426
Transplant & Molecular		13,598		1,698		41,296		4,976
Total	$	90,979		86,192		287,226		253,402

20

Following is a summary of enterprise-wide information (in thousands):

	Three Months Ended
	February 28
	2014		2013
Net sales to customers by geography are as follows:
United States	$	55,240		57,690
Europe (A)		19,964		14,895
Canada		4,429		5,044
Other		11,346		8,563
Total	$	90,979		86,192

	Nine Months Ended
	February 28
	2014		2013
Net sales to customers by geography are as follows:
United States	$	177,722		167,944
Europe (A)		57,188		44,933
Canada		14,044		14,618
Other		38,272		25,907
Total	$	287,226		253,402

Net sales are attributed to individual countries based on the customer’s country of origin at the time of the sale and where the Company has an operating entity.

	As of
	February 28, 2014		May 31, 2013
Long-lived tangible assets by geography:
United States	$	54,646		57,184
Europe (B)		15,155		13,399
Canada		4,321		4,511
Other (C)		1,840		1,287
Total	$	75,962		76,381

	As of
	February 28, 2014		May 31, 2013
Concentration of net assets by geography:
United States	$	467,084		485,968
Europe		123,987		114,740
Canada		31,404		32,910
Other (C)		12,781		11,088
Total	$	635,256		644,706

(A) – Net sales to any individual country within Europe were not material to the Company’s consolidated net sales.

(B) – Long-lived assets located in any individual country within Europe were not material to the Company's consolidated long-lived assets.

(C) – Primarily Japan and India.

21

Sales to an individual customer did not exceed more than 10% of our net sales during the three months and nine months ended February 28, 2014, or February 28, 2013.

16.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF GUARANTOR SUBSIDIARIES

The Company has certain outstanding indebtedness that is guaranteed by its U.S. subsidiaries. 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 28, 2014

(in thousands)

(Unaudited)

	Immucor, Inc.		Guarantors			Non-Guarantors		Eliminations			Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	4,654		(232	)		21,606		-			26,028
Accounts receivable, net		29,899		4,605			32,182		-			66,686
Intercompany receivable		55,103		11,406			7,914		(74,423	)		-
Inventories		21,667		16,657			14,585		(1,801	)		51,108
Deferred income tax assets, current portion		3,599		2,209			377		695			6,880
Prepaid expenses and other current assets		5,494		710			5,447		-			11,651
Total current assets		120,416		35,355			82,111		(75,529	)		162,353
PROPERTY AND EQUIPMENT, net		38,069		16,577			21,316		-			75,962
INVESTMENT IN SUBSIDIARIES		248,548		5,021			3,705		(257,274	)		-
GOODWILL		903,513		42,053			60,212		-			1,005,778
OTHER INTANGIBLE ASSETS, net		598,227		37,480			43,966		-			679,673
DEFERRED FINANCING COSTS		34,736		-			-		-			34,736
OTHER ASSETS		6,394		187			339		-			6,920
Total assets	$	1,949,903		136,673			211,649		(332,803	)		1,965,422
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	8,982		5,154			3,073		-			17,209
Intercompany payable		320		64,030			10,073		(74,423	)		-
Accrued interest and interest rate swap liability		8,359		-			-		-			8,359
Accrued expenses and other current liabilities		7,959		4,653			9,961		-			22,573
Income taxes payable		31,162		(30,612	)		5,330		-			5,880
Deferred revenue, current portion		1,215		15			1,411		-			2,641
Current portion of long-term debt, net of debt discounts		4,606		18			-		-			4,624
Total current liabilities		62,603		43,258			29,848		(74,423	)		61,286
LONG-TERM DEBT, NET OF DEBT DISCOUNTS		1,038,170		15			-		-			1,038,185
DEFERRED REVENUE		22		-			98		-			120
DEFERRED INCOME TAX LIABILITIES		202,925		3,064			12,168		-			218,157
OTHER LONG-TERM LIABILITIES		10,927		128			1,363		-			12,418
Total liabilities		1,314,647		46,465			43,477		(74,423	)		1,330,166
SHAREHOLDERS' EQUITY:
Total shareholders' equity		635,256		90,208			168,172		(258,380	)		635,256
Total liabilities and shareholders' equity	$	1,949,903		136,673			211,649		(332,803	)		1,965,422

22

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

May 31, 2013

(in thousands)

	Immucor, Inc.		Guarantors			Non-Guarantors		Eliminations			Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	6,971		4,107			18,310		-			29,388
Accounts receivable, net		26,517		5,552			36,017		-			68,086
Intercompany receivable		54,443		7,961			4,313		(66,717	)		-
Inventories		18,551		15,897			12,978		(1,485	)		45,941
Deferred income tax assets, current portion		3,098		1,097			533		562			5,290
Prepaid expenses and other current assets		6,360		483			4,734		-			11,577
Total current assets		115,940		35,097			76,885		(67,640	)		160,282
PROPERTY AND EQUIPMENT, net		40,124		17,060			19,197		-			76,381
INVESTMENT IN SUBSIDIARIES		248,150		5,743			4		(253,897	)		-
GOODWILL		903,802		41,763			57,898		-			1,003,463
OTHER INTANGIBLE ASSETS, net		634,194		39,523			40,886		-			714,603
DEFERRED FINANCING COSTS		39,449		-			-		-			39,449
OTHER ASSETS		6,203		184			405		-			6,792
Total assets	$	1,987,862		139,370			195,275		(321,537	)		2,000,970
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	7,587		3,315			2,736		-			13,638
Intercompany payable		424		59,347			7,440		(67,211	)		-
Accrued expenses and other current liabilities		31,737		5,290			9,711		-			46,738
Income taxes payable		30,879		(30,457	)		3,451		-			3,873
Deferred revenue, current portion		1,086		6			1,160		-			2,252
Current portion of long-term debt, net of debt discounts		6,673		39			-		-			6,712
Total current liabilities		78,386		37,540			24,498		(67,211	)		73,213
LONG-TERM DEBT, net of debt discounts		1,039,250		28			-		-			1,039,278
DEFERRED REVENUE		62		-			99		-			161
DEFERRED INCOME TAX LIABILITIES		214,222		4,861			11,957		-			231,040
OTHER LONG-TERM LIABILITIES		11,236		114			1,222		-			12,572
Total liabilities		1,343,156		42,543			37,776		(67,211	)		1,356,264
SHAREHOLDERS' EQUITY:
Total shareholders' equity		644,706		96,827			157,499		(254,326	)		644,706
Total liabilities and shareholders' equity	$	1,987,862		139,370			195,275		(321,537	)		2,000,970

23

Statements of Operations for the Quarter

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended February 28, 2014

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
NET SALES	$	57,604			12,252			35,988			(14,865	)		90,979
COST OF SALES (exclusive of amortization shown separately below)		19,737			6,402			21,085			(14,865	)		32,359
GROSS MARGIN		37,867			5,850			14,903			-			58,620
OPERATING EXPENSES:
Research and development		3,212			3,397			129			-			6,738
Selling and marketing		5,673			2,311			6,311			-			14,295
Distribution		2,921			345			1,802			-			5,068
General and administrative		6,943			1,647			1,720			-			10,310
Amortization of intangibles		11,971			658			596			-			13,225
Impairment loss		-			150			-			-			150
Total operating expenses		30,720			8,508			10,558			-			49,786
INCOME (LOSS) FROM OPERATIONS		7,147			(2,658	)		4,345			-			8,834
NON-OPERATING INCOME (EXPENSE):
Interest income		-			6			21			(11	)		16
Interest expense		(21,900	)		-			(11	)		11			(21,900	)
Other, net		(186	)		24			54			-			(108	)
Total non-operating (expense) income		(22,086	)		30			64			-			(21,992	)
(LOSS) INCOME BEFORE INCOME TAXES		(14,939	)		(2,628	)		4,409			-			(13,158	)
(BENEFIT) PROVISION FOR INCOME TAXES		(6,255	)		(952	)		1,404			-			(5,803	)
NET (LOSS) INCOME BEFORE EARNINGS OF CONSOLIDATED SUBSIDIARIES		(8,684	)		(1,676	)		3,005			-			(7,355	)
Net (Loss) Income of consolidated subsidiaries		1,329			-			-			(1,329	)		-
NET (LOSS) INCOME	$	(7,355	)		(1,676	)		3,005			(1,329	)		(7,355	)

24

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended February 28, 2013

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantor			Non-Guarantors			Eliminations			Total
NET SALES	$	66,455			1,450			30,123			(11,836	)		86,192
COST OF SALES (exclusive of amortization shown separately below)		21,797			1,046			18,990			(11,836	)		29,997
GROSS MARGIN		44,658			404			11,133			-			56,195
OPERATING EXPENSES:
Research and development		3,539			1,315			-			-			4,854
Selling and marketing		5,575			458			5,023			-			11,056
Distribution		2,843			57			1,688			-			4,588
General and administrative		7,583			444			2,419			-			10,446
Amortization of intangibles		11,770			54			583			-			12,407
Total operating expenses		31,310			2,328			9,713			-			43,351
INCOME (LOSS) FROM OPERATIONS		13,348			(1,924	)		1,420			-			12,844
NON-OPERATING INCOME (EXPENSE):
Interest income		-			-			35			(23	)		12
Interest expense		(21,970	)		-			(5	)		23			(21,952	)
Loss on extinguishment of debt		(2,425	)		-			-			-			(2,425	)
Other, net		(139	)		-			(4	)		-			(143	)
Total non-operating net expense		(24,534	)		-			26			-			(24,508	)
(LOSS) INCOME BEFORE INCOME TAXES		(11,186	)		(1,924	)		1,446			-			(11,664	)
(BENEFIT) PROVISION FOR INCOME TAXES		(5,570	)		(695	)		514			-			(5,751	)
NET (LOSS) INCOME BEFORE EARNINGS OF CONSOLIDATED SUBSIDIARIES		(5,616	)		(1,229	)		932			-			(5,913	)
Net Income (Loss) of consolidated subsidiaries		(297	)		-			-			297			-
NET (LOSS) INCOME	$	(5,913	)		(1,229	)		932			297			(5,913	)

25

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF OPERATIONS

Nine Months Ended February 28, 2014

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
NET SALES	$	186,977			40,006			108,941			(48,698	)		287,226
COST OF SALES (exclusive of amortization shown separately below)		62,061			22,696			67,033			(48,698	)		103,092
GROSS MARGIN		124,916			17,310			41,908			-			184,134
OPERATING EXPENSES:
Research and development		10,314			11,654			210			-			22,178
Selling and marketing		18,387			6,847			18,523			-			43,757
Distribution		8,323			1,099			5,202			-			14,624
General and administrative		17,767			5,547			6,220			-			29,534
Amortization of intangibles		35,912			1,992			1,743			-			39,647
Impairment loss		30			150			-			-			180
Acquisition-related items		(4,638	)		-			-			-			(4,638	)
Total operating expenses		86,095			27,289			31,898			-			145,282
INCOME (LOSS) FROM OPERATIONS		38,821			(9,979	)		10,010			-			38,852
NON-OPERATING INCOME (EXPENSE):
Interest income		1			8			55			(36	)		28
Interest expense		(66,182	)		-			(26	)		36			(66,172	)
Other, net		(621	)		97			223			-			(301	)
Total non-operating (expense) income		(66,802	)		105			252			-			(66,445	)
(LOSS) INCOME BEFORE INCOME TAXES		(27,981	)		(9,874	)		10,262			-			(27,593	)
(BENEFIT) PROVISION FOR INCOME TAXES		(11,523	)		(3,406	)		3,238			-			(11,691	)
NET (LOSS) INCOME BEFORE EARNINGS OF CONSOLIDATED SUBSIDIARIES		(16,458	)		(6,468	)		7,024			-			(15,902	)
Net (Loss) Income of consolidated subsidiaries		556			-			-			(556	)		-
NET (LOSS) INCOME	$	(15,902	)		(6,468	)		7,024			(556	)		(15,902	)

26

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Nine Months Ended February 28, 2013

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantor			Non-Guarantors			Eliminations			Total
NET SALES	$	192,414			4,353			90,112			(33,477	)		253,402
COST OF SALES (exclusive of amortization shown separately below)		61,860			2,997			52,884			(33,477	)		84,264
GROSS MARGIN		130,554			1,356			37,228			-			169,138
OPERATING EXPENSES:
Research and development		9,822			4,419			35			-			14,276
Selling and marketing		19,277			1,396			15,545			-			36,218
Distribution		8,653			144			5,020			-			13,817
General and administrative		23,213			1,319			6,843			-			31,375
Amortization of intangibles		35,312			163			1,717			-			37,192
Loss on disposition of fixed assets		1,175			-			-			-			1,175
Total operating expenses		97,452			7,441			29,160			-			134,053
INCOME (LOSS) FROM OPERATIONS		33,102			(6,085	)		8,068			-			35,085
NON-OPERATING INCOME (EXPENSE):
Interest income								74			(52	)		22
Interest expense		(68,726	)		-			(17	)		52			(68,691	)
Loss on extinguishment of debt		(9,111	)		-			-			-			(9,111	)
Other, net		(319	)		-			54			-			(265	)
Total non-operating (expense) income		(78,156	)		-			111			-			(78,045	)
(LOSS) INCOME BEFORE INCOME TAXES		(45,054	)		(6,085	)		8,179			-			(42,960	)
(BENEFIT) PROVISION FOR INCOME TAXES		(16,549	)		(2,260	)		2,796			-			(16,013	)
NET (LOSS) INCOME BEFORE EARNINGS OF CONSOLIDATED SUBSIDIARIES		(28,505	)		(3,825	)		5,383			-			(26,947	)
Net Income (Loss) of consolidated subsidiaries		1,558			-			-			(1,558	)		-
NET (LOSS) INCOME	$	(26,947	)		(3,825	)		5,383			(1,558	)		(26,947	)

27

Statements of Cash Flows for the Quarter

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

Nine Months Ended February 28, 2014

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
Net cash provided by (used in) operating activities	$	63			(2,351	)		13,732			(903	)		10,541
Net cash provided by (used in) investing activities		3,096			(1,954	)		(10,545	)		29			(9,374	)
Net cash ( used in) provided by financing activities		(4,975	)		(34	)		(784	)		785			(5,008	)
Effect of exchange rate changes on cash and cash equivalents		(501	)		-			893			89			481
Change in cash and cash equivalents		(2,317	)		(4,339	)		3,296			-			(3,360	)
Cash and cash equivalents at beginning of period		6,971			4,107			18,310			-			29,388
Cash and cash equivalents at end of period	$	4,654			(232	)		21,606			-			26,028

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

Nine Months Ended February 28, 2013

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantor			Non-Guarantors			Eliminations			Total
Net cash (used in) provided by operating activities	$	(16,071	)		2,464			8,691			88			(4,828	)
Net cash used in investing activities		(3,798	)		(2,502	)		(615	)		-			(6,915	)
Net cash provided by financing activities		12,543			-			-			-			12,543
Effect of exchange rate changes on cash and cash equivalents		-			-			231			(88	)		142
Change in cash and cash equivalents		(7,326	)		(38	)		8,306			-			942
Cash and cash equivalents at beginning of period		8,093			(144	)		10,629			-			18,578
Cash and cash equivalents at end of period	$	767			(182	)		18,935			-			19,520

17.  COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company is a party to certain legal proceedings in the ordinary course of business. However, the Company is not currently subject to any legal proceedings expected to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.  

Self-Insurance Costs

In the third quarter of fiscal 2014, the Company entered into a program to self-insure its costs related to U.S. medical employee benefits. Liabilities are recognized based on claims filed and an estimate of claims incurred but not reported. The liabilities for medical claims are accounted for on an undiscounted basis. The Company has purchased stop-loss coverage to limit its exposure on a per claim basis. The Company is insured for covered costs in excess of these per claim limits. The current portion of the self-insured liability was approximately is $0.6 million as of February 28, 2014 and was included in accrued expenses and other current liabilities on the Company’s consolidated balance sheet.

28

Other Commitments and Contractual Obligations

As of February 28, 2014, the Company’s other material cash commitments and contractual obligations have not changed significantly from those disclosed in the Company’s Annual Report on Form 10-K for the year ended May 31, 2013 except for the Company’s operating lease obligations which increased by approximately $12 million due to the renewal of certain building leases in the first quarter of 2014, an increase in purchase commitments by approximately $21 million, and a decrease in the estimated fair value of the contingent consideration liability of $4.5 million related to the earn-out provision of the LIFECODES acquisition. Refer to Note 2 for additional information on the change in acquisition costs for the estimated earn-out provision. The increase in purchase commitments was primarily due to a $20 million purchase agreement with one of the Company’s primary instrument equipment suppliers, and $1 million agreement to upgrade the Company’s current ERP system both of which were executed in the second quarter of fiscal 2014.   

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

Overview

We operate in the transfusion and transplantation in vitro diagnostics markets. Our products perform typing and screening of blood, organs or stem cells to ensure donor-recipient compatibility. Our offerings are targeted at hospitals, donor centers and reference laboratories around the globe. We have manufacturing facilities in the United States (“U.S.”) and Canada and sell our products through both direct affiliate offices and third-party distribution arrangements.

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 transfusion process, including the marketing of reagents and instruments used to determine compatibility.Additionally, we are subject to government legislation that governs the delivery of healthcare.

Our automated instrument-reagent systems operate on a “razor/razor blade” model, with our instruments serving as the “razors” and our reagents serving as the “razor blades.” For transfusion diagnostics, our instruments are “closed systems,” meaning our proprietary reagents can only be used on our instruments. For transplant diagnostics, our reagents run on Luminex instruments, which are open systems. The “razor/razor blade” business model generates a recurring revenue stream for us.

Business Highlights of Fiscal 2014

The following is a summary of significant factors affecting our business in the third quarter and first nine months of fiscal 2014:

● Acquisitions –

o LIFECODES – We completed the acquisition of LIFECODES on March 22, 2013 and have included the results of operations, financial position and cash flows of this business in our consolidated financial statements since those dates. Therefore, LIFECODES’ results were included in the three months and nine months ended February 28, 2014, but were not included in the three months and nine months ended February 28, 2013.

LIFECODES contributed $11.0 million and $35.3 million in net sales and reported operating loss before income tax of zero and $1.3 million for the three and nine months ended February 28, 2014, respectively. These operating results include non-cash charges of approximately $0.6 million and $1.7 million for amortization expense of intangible assets for the three and nine months ended February 28, 2014, respectively, and $2.8 million of amortization expense of a fair value adjustment to inventory that was recorded as of the acquisition date for the nine months ended February 28, 2014.

The LIFECODES purchase agreement included a potential earn-out totaling $10.0 million in cash if the LIFECODES business achieved certain financial targets in calendar 2013. During the first nine months of fiscal 2014, management estimated, for accounting purposes, that the likelihood of achieving the financial performance target was lower than previously estimated and decreased the fair value of the related contingent consideration liability by $4.6 million to zero. This decrease in the contingent consideration liability is reflected as a gain in the acquisition-related items in the consolidated statements of operations for the first nine months of fiscal 2014.

29

o Distribution businesses – We completed the acquisition of two distribution businesses of LIFECODES products on January 31, 2014 and have included the results of operations, financial position and cash flows of these businesses in our consolidated financial statements since those dates. Therefore, the results of these two distribution businesses were included in the three months and nine months ended February 28, 2014, but were not included in the three months and nine months ended February 28, 2013.

● FDA inspection –

o During December 2013, the FDA conducted an inspection of our facilities. The FDA found no significant deviations. The FDA has not notified us whether, as a result of the December inspection, it intends to lift the previously disclosed notice of intent to revoke (“NOIR”) administrative action. We have no further update on our compliance status as of the date of this filing.

Recent developments

In March 2014, the Blood Products Advisory Committee (“BPAC”) of the FDA unanimously voted to recommend approval of our human erythrocyte antigen (“HEA”) Molecular BeadChip™ Test. This product is one of our most significant projects currently underway. This new product is an in vitro diagnostic test and is our core molecular test for extended typing of red blood cell antigens. We are seeking approval from the FDA to manufacture, sell, and distribute this system as an in vitro device. The FDA will take into account the BPAC's advice in making its decision on whether to approve this new product for use in the U.S. We expect a decision on approval later this calendar year. We anticipate introducing this new product to the market upon approval.

30

Results of Operations

The following tables set forth items from the consolidated statements of operations as reported and as a percentage of net sales for each period (in thousands of dollars, except percentages).

	Three Months Ended
	February 28						Change
	2014			2013			Amount			%
Net sales	$	90,979			86,192		$	4,787			5.6
Cost of sales (*)		32,359			29,997			2,362			7.9
Gross margin		58,620			56,195			2,425			4.3
Operating expenses:
Research and development		6,738			4,854			1,884			38.8
Selling and marketing		14,295			11,056			3,239			29.3
Distribution		5,068			4,588			480			10.5
General and administrative		10,310			10,446			(136	)		(1.3	)
Amortization expense		13,225			12,407			818			6.6
Impairment loss		150			-			150			**
Total operating expenses		49,786			43,351			6,435			14.8
Income from operations		8,834			12,844			(4,010	)		(31.2	)
Non-operating income (expense):
Interest income		16			12			4			33.3
Interest expense		(21,900	)		(21,952	)		52			(0.2	)
Loss on extinguishment of debt		-			(2,425	)		2,425			**
Other, net		(108	)		(143	)		35			(24.5	)
Total non-operating net expense		(21,992	)		(24,508	)		2,516			(10.3	)
Loss before income taxes		(13,158	)		(11,664	)		(1,494	)		12.8
Benefit for income taxes		(5,803	)		(5,751	)		(52	)		0.9
Net loss	$	(7,355	)		(5,913	)	$	(1,442	)		24.4

        (*) Cost of sales is exclusive of amortization expense which is shown separately within operating expenses.

        (**) Calculation is not meaningful.

31

	Nine Months Ended
	February 28						Change
	2014			2013			Amount			%
Net sales	$	287,226			253,402		$	33,824			13.3
Cost of sales (*)		103,092			84,264			18,828			22.3
Gross margin		184,134			169,138			14,996			8.9
Operating expenses:
Research and development		22,178			14,276			7,902			55.4
Selling and marketing		43,757			36,218			7,539			20.8
Distribution		14,624			13,817			807			5.8
General and administrative		29,534			31,375			(1,841	)		(5.9	)
Amortization expense		39,647			37,192			2,455			6.6
Acquisition-related items		(4,638	)		-			(4,638	)		**
Impairment loss		180			-			180			**
Loss on disposition and retirement of fixed assets		-			1,175			(1,175	)		**
Total operating expenses		145,282			134,053			11,229			8.4
Income from operations		38,852			35,085			3,767			10.7
Non-operating income (expense):
Interest income		28			22			6			27.3
Interest expense		(66,172	)		(68,691	)		2,519			(3.7	)
Loss on extinguishment of debt		-			(9,111	)		9,111			**
Other, net		(301	)		(265	)		(36	)		13.6
Total non-operating net expense		(66,445	)		(78,045	)		11,600			(14.9	)
Loss before income taxes		(27,593	)		(42,960	)		15,367			(35.8	)
Benefit for income taxes		(11,691	)		(16,013	)		4,322			(27.0	)
Net loss	$	(15,902	)		(26,947	)	$	11,045			(41.0	)

        (*) Cost of sales is exclusive of amortization expense which is shown separately within operating expenses.

        (**) Calculation is not meaningful.

Three months ended February 28, 2014 and February 28, 2013:

Net sales were $91.0 million for the three months ended February 28, 2014 as compared with $86.2 million for the three months ended February 28, 2013, an increase of $4.8 million, or 5.6%. This increase in net sales is described in the discussion of net sales by product group below. Net sales by product group are presented in the following table (in thousands of dollars, except percentages):

	Three Months Ended
	February 28				Change
	2014		2013		Amount			%
Net sales by product group:
Transfusion	$	77,381		84,494	$	(7,113	)		(8.4	)
Transplant & Molecular		13,598		1,698		11,900			700.8
Total	$	90,979		86,192	$	4,787			5.6

Transfusion: Net sales of our transfusion products for the three months ended February 28, 2014 were $77.4 million as compared with $84.5 million for the three months ended February 28, 2013, a decrease of $7.1 million, or 8.4%. The decrease in net sales was primarily a result of fewer ship cycles, an unfavorable effect of changes in foreign currency exchange rates on our international operations, and a disruption in the production of certain transfusion products in the third quarter of fiscal 2014 which reduced the volume of products available for shipment in that period resulting in lost sales. After adjusting for the impact of foreign currency exchange rate fluctuations and ship cycles, net sales in the third quarter of fiscal 2014 decreased by 4.5 % when compared with the third quarter of fiscal 2013.

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Transplant & Molecular: Net sales of our transplant and molecular products for the three months ended February 28, 2014 were $13.6 million as compared with $1.7 million for the three months ended February 28, 2013, an increase of $11.9 million. This increase was primarily due to the additional net sales from our newly acquired product lines from the LIFECODES acquisition completed on March 22, 2013 (the fourth quarter of fiscal 2013), and from the acquisition of the two distribution businesses completed on January 31, 2014 (the third quarter of fiscal 2014).

Gross margin increased by $2.4 million for the three months ended February 28, 2014 as compared with the three months ended February 28, 2013, or 4.3%, mainly due to the higher net sales generated in the third quarter of fiscal 2014. Gross margin as a percentage of consolidated net sales was approximately flat for the three months ended February 28, 2014 as compared with the three months ended February 28, 2013. The impact of the less favorable product mix, a lower gross margin percentage on our transfusion products related to the production disruption in the third quarter of fiscal 2014 resulting in lost sales, and the medical device excise tax that became effective in January 2013. These decreases were partially offset by lower depreciation expense of approximately $1.6 million related to a change in the estimated useful life of our instrument equipment assets as discussed in the section entitled “Change in Estimates” below, both of which were recorded in the third quarter of fiscal 2014.

Research and development expenses were $6.7 million for the three months ended February 28, 2014 as compared with $4.9 million for the three months ended February 28, 2013. The increase of $1.8 million, or 38.8%, was primarily due to additional expenses related to our LIFECODES acquisition.

Selling and marketing expenses were $14.3 million for the three months ended February 28, 2014 as compared with $11.1 million for the three months ended February 28, 2013. The increase of $3.2 million, or 29.3%, was primarily due to additional expenses related to our LIFECODES acquisition and additional severance costs related to a planned reorganization of our European operation’s senior management structure.

Distribution expenses were $5.1 million for the three months ended February 28, 2014 as compared with $4.6 million for the three months ended February 28, 2013. The increase of $0.5 million, or 10.5%, was primarily due to additional costs related to our LIFECODES acquisition.

General and administrative expenses were $10.3 million for the three months ended February 28, 2014 as compared with $10.4 million for the three months ended February 28, 2013, a decrease of $0.1 million, or 1.3%. The decrease was primarily due to cost reduction efforts made by management in the first half of fiscal 2014, synergies achieve from our LIFECODES acquisition, and lower incentive compensation expense related to a change in the total estimated expense for fiscal 2014 recorded in the third quarter of fiscal 2014. These decreases in costs were partially offset by additional expenses related to our LIFECODES acquisition.

Amortization expense was $13.2 million for the three months ended February 28, 2014 as compared with $12.4 million for the three months ended February 28, 2013, an increase of $0.8 million, or 6.6%. The increase was primarily due to additional amortization related to LIFECODES intangible assets and the completion of certain development projects.

An impairment loss on an in-process research and development (“IPR&D”) project of $0.2 million was recorded in the third quarter of fiscal 2014. It was determined that a project related to our transplant and molecular diagnostics business was no longer economically feasible and therefore was abandoned in the third quarter of fiscal 2014 and its costs were fully written-off.

Non-operating net expense was $22.0 million for the three months ended February 28, 2014 as compared with $24.5 million for the three months ended February 28, 2013, a decrease of $2.5 million, or 10.3%. The decrease in non-operating net expense was mainly due to a $2.4 million loss on the extinguishment of debt incurred from the refinancing of our Senior Credit Facilities during the third quarter of fiscal 2013 that did not reoccur in the third quarter of fiscal 2014.

The effective tax rate for the three months ended February 28, 2014 and February 28, 2013 was 44.1% and 49.3%, respectively.  The effective tax rate for the fiscal 2014 period was lower than the effective tax rate for the corresponding period in fiscal 2013 primarily due to fact that the gain on the acquisition-related item in fiscal 2014 is not taxable, changes in the mix of income by tax jurisdiction, the impact of recording U.S. income taxes associated with current and future distributions of foreign earnings, changes in discrete tax items recognized during the period based on enacted tax laws and the expiration of the statute of limitations for the benefits associated with uncertain tax positions.

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Nine months ended February 28, 2014 and February 28, 2013:

Net sales were $287.2 million for the nine months ended February 28, 2014 as compared with $253.4 million for the nine months ended February 28, 2013, an increase of $33.8 million, or 13.3%. This increase in net sales is described in the discussion of net sales by product group below. Net sales by product group are presented in the following table (in thousands of dollars, except percentages):

	Nine Months Ended
	February 28				Change
	2014		2013		Amount			%
Net sales by product group:
Transfusion	$	245,930		248,426	$	(2,496	)		(1.0	)
Transplant & Molecular		41,296		4,976		36,320			729.9
Total	$	287,226		253,402	$	33,824			13.3

Transfusion: Net sales of our transfusion products for the nine months ended February 28, 2014 were $245.9 million as compared with $248.4 million for the nine months ended February 28, 2013, a decrease of $2.5 million, or 1.0%. The decrease in net sales was primarily due to fewer ship cycles and the unfavorable effect of changes in foreign currency exchange rates on our international operations in the first nine months of fiscal 2014 as compared with the same period in fiscal 2013. The increase in revenue generated from a higher number of instrument placements in the first nine months of fiscal 2014 as compared with the same period in fiscal 2013 was offset by the impact of a disruption in the production of certain transfusion products in the third quarter of fiscal 2014 resulting in lost sales. After adjusting for the impact of foreign currency exchange rate fluctuations and ship cycles, net sales in the first nine months of fiscal 2014 were comparable with the net sales of the first nine months of fiscal 2013.

Transplant & Molecular: Net sales of our transplant and molecular products for the nine months ended February 28, 2014 were $41.3 million as compared with $5.0 million for the nine months ended February 28, 2013, an increase of $36.3 million. This increase was primarily due to the additional net sales from our newly acquired product lines from the LIFECODES acquisition completed on March 22, 2013.

Gross margin increased by $15.0 million for the nine months ended February 28, 2014 as compared with the nine months ended February 28, 2013, or 8.9%, mainly due to the higher net sales generated in the first nine months of fiscal 2014. Gross margin as a percentage of consolidated net sales was approximately 2.6% lower for the nine months ended February 28, 2014 as compared with the nine months ended February 28, 2013. The lower gross margin percentage was primarily due to a less favorable product mix, a lower gross margin percentage on our transfusion products, and the amortization of the adjustment in fair value of inventory of $2.8 million related to recent acquisitions that was included in fiscal 2014 that was not included in fiscal 2013. The lower gross margin percentage on our transfusion products was mainly due to the production disruption in the third quarter of fiscal 2014 resulting in lost sales. Gross margin as a percentage of consolidated net sales was also lower due to the medical device excise tax that became effective in January 2013 which increased our production costs by approximately $0.9 million.  These decreases in gross margin percentage were offset by lower depreciation expense of approximately $4.7 million in the first nine months of fiscal 2014 related to a change in the estimated useful life of our instrument equipment assets as discussed in the section entitled “Change in Estimates” below.

Research and development expenses were $22.2 million for the nine months ended February 28, 2014 as compared with $14.3 million for the nine months ended February 28, 2013. The increase of $7.9 million, or 55.4%, was primarily due to additional expenses related to LIFECODES and continued investment in development projects. One of the most significant projects underway is our new molecular blood typing assay (the human erythrocyte antigen (“HEA”) Molecular BeadChip™ Test). This new product is an in vitro diagnostic test and is our core molecular test for extended typing of red blood cell antigens. We are seeking approval from the FDA to manufacture, sell, and distribute this system as an in vitro device. In March of 2014, the Blood Products Advisory Committee (“BPAC”) of the FDA unanimously voted to recommend approval of our HEA Molecular BeadChip™ Test. The FDA will take into account the BPAC's advice in making its decision on whether to approve this new product for use in the United States. We expect a decision on approval later this calendar year. We anticipate introducing this new product to the market upon approval.

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Selling and marketing expenses were $43.7 million for the nine months ended February 28, 2014 as compared with $36.2 million for the nine months ended February 28, 2013. The increase of $7.5 million, or 20.8%, was primarily due to additional costs related to LIFECODES and costs to prepare for the product launch of our new HEA Molecular BeadChip™ Test.

Distribution expenses were $14.6 million for the nine months ended February 28, 2014 as compared with $13.8 million for the nine months ended February 28, 2013. The increase of $0.8 million, or 5.8%, was primarily due to additional costs related to LIFECODES partially offset by a reduction in costs related to our transfusion products resulting from the lower volume of shipments made in the first nine months of fiscal 2014 as compared with the same period of fiscal 2013.

General and administrative expenses were $29.5 million for the nine months ended February 28, 2014 as compared with $31.3 million for the nine months ended February 28, 2013, a decrease of $1.8 million, or 5.9%. The decrease was primarily due to cost reduction efforts made by management in the first nine months of fiscal 2014, synergies achieve from our LIFECODES acquisition, and a reduction in bad debt expense resulting from a change in estimate of the allowance for doubtful accounts as discussed in the section entitled “Change in Estimates” below. These decreases in costs were partially offset by additional expenses related to LIFECODES.

Amortization expense was $39.6 million for the nine months ended February 28, 2014 as compared with $37.2 million for the nine months ended February 28, 2013, an increase of $2.4 million, or 6.6%. The increase was primarily due to additional costs related to LIFECODES and the completion of certain development projects which are then amortizable.

Acquisition-related items is a gain of $4.6 million for the nine months ended November 30, 2013 resulting from a decrease in the contingent consideration liability related to the acquisition of LIFECODES. Based upon information available in fiscal 2014, management determined that the likelihood of the LIFECODES business achieving the financial performance target was lower than previously estimated and decreased the fair value of the related contingent consideration liability by $4.6 million to zero in the first nine months of fiscal 2014. See Note 2 to the financial statements for additional information related to the LIFECODES acquisition.

An impairment loss on an in-process research and development (“IPR&D”) project of $0.2 million was recorded in the third quarter of fiscal 2014. It was determined that a project related to our transplant and molecular diagnostics business was no longer economically feasible and therefore was abandoned in the third quarter of fiscal 2014 and its costs were fully written-off.

Non-operating net expense was $66.4 million for the nine months ended February 28, 2014 as compared with $78.0 million for the nine months ended February 28, 2013, a decrease of $11.6 million, or 14.9%. The decrease in non-operating net expense for the nine months ended February 28, 2014 as compared with the same period of fiscal 2013 was mainly due to a $9.1 million loss on the extinguishment of debt incurred from refinancing of our Senior Credit Facilities twice during the first nine months of fiscal 2013 that did not reoccur in fiscal 2014. Non-operating net expense was also lower in the first nine months of fiscal 2014 due to a decrease in interest expense of $2.5 million on our outstanding debt. The lower interest expense was mainly due to a lower interest rate, partially offset by a higher long-term debt balance in the first nine months of fiscal 2014 as compared with the first nine months of fiscal 2013. The higher debt balance was mainly a result of the acquisition of LIFECODES during the fourth quarter of fiscal 2013.

The effective tax rate for the nine months ended February 28, 2014 and February 28, 2013 was 42.4% and 37.3%, respectively.  The effective tax rate for the fiscal 2014 period was higher than the effective tax rate for the corresponding period in fiscal 2013 primarily due to the fact that the gain on the acquisition-related item is not taxable, changes in the mix of income by tax jurisdiction, the impact of recording U.S. income taxes associated with current and future distributions of foreign earnings, changes in discrete tax items recognized during the period based on enacted tax laws and the expiration of the statute of limitations for the benefits associated with uncertain tax positions.

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Change in Estimates

Change in the Provision for Allowance for Doubtful Accounts

In the second quarter of fiscal 2014, we reviewed the valuation method used to determine the estimate of our allowance for doubtful accounts and determined that a change in estimate was needed to better reflect our actual bad debt experience. As a result, we revised our valuation method, effective November 30, 2013, and reduced the estimate of our allowance for doubtful accounts on uncollected receivables in the second quarter of fiscal 2014. The effect of this change in estimate was a reduction in bad debt expense of $1.9 million, and a decrease in net loss of approximately $1.1 million, in the nine months ended February 28, 2014.

Change in Depreciable Lives of Property and Equipment

In accordance with our policy, we review the estimated useful lives of our fixed assets on an ongoing basis. In the first quarter of fiscal 2014, this review indicated that the actual lives of our instrument equipment were longer than the estimated useful lives used for depreciation purposes in our financial statements. As a result, we changed our estimates of the useful lives of our instrument equipment, effective June 1, 2013, to better reflect the estimated periods during which these assets will remain in service. As a result, the estimated useful lives of these assets increased from approximately 5 years to 10 years. The effect of this change in estimate was a reduction in depreciation expense of $1.6 million and $4.7 million, and a decrease in net loss of approximately $0.9 million and $2.7 million, for the three months and nine months ended February 28, 2014, respectively. On an annual basis, the effect of this change is expected to decrease depreciation expense by approximately $6.3 million, and decrease in net loss by approximately $3.6 million.   

Adjusted EBITDA (a non-GAAP financial measure)

EBITDA and Adjusted EBITDA are both non-GAAP financial measures and are presented in this report because we consider them important supplemental measures of our performance and believe that they are frequently used by interested parties in the evaluation of companies in the industry. EBITDA, as we use it, is net income (loss) before interest, taxes, depreciation and amortization. We believe that the presentation of EBITDA enhances an investor’s understanding of our financial performance. Adjusted EBITDA is calculated in a similar manner as EBITDA except that certain non-cash charges, unusual or non-recurring items and other items that we believe are not representative of our core business are excluded. We believe that Adjusted EBITDA is also a useful financial metric to assess our operating performance from period to period. EBITDA and Adjusted EBITDA do 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 or any other performance measure derived in accordance with GAAP. EBITDA and Adjusted EBITDA have 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:

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

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

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

• EBITDA 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.

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Because of these limitations, EBITDA and 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 EBITDA and Adjusted EBITDA as supplemental information. EBITDA and Adjusted EBITDA for the three months and nine months ended February 28, 2014 and February 28, 2013 is calculated as follows (in thousands):

	Three Months Ended						Nine Months Ended
	February 28						February 28
	2014			2013			2014			2013
Net loss	$	(7,355	)		(5,913	)		(15,902	)		(26,947	)
Interest expense (income), net		21,884			21,940			66,144			68,669
Income tax benefit		(5,803	)		(5,751	)		(11,691	)		(16,013	)
Depreciation and amortization		17,743			17,710			52,858			52,603
EBITDA		26,469			27,986			91,409			78,312
Adjustments to EBITDA:
Stock-based compensation (i)		357			311			1,175			1,167
Acquisition expenses, net (ii)		655			855			(3,288	)		2,411
Sponsor fee (iii)		986			1,086			2,919			3,329
Non-cash impact of purchase accounting (iv)		136			87			3,075			261
Loss on extinguishment of debt		-			2,425			-			9,111
Certain non-recurring expenses and other (v)		3,881			2,585			9,828			10,526
Adjusted EBITDA	$	32,484			35,335			105,118			105,117

i. Represents non-cash stock-based compensation.

ii. Represents non-recurring items related to acquisition activities including legal, accounting and other costs. The items included in fiscal 2014 also include the non-cash gains resulting from decreases in the contingent consideration liability related to the LIFECODES acquisition.

iii. Represents management fees and other charges associated with a management services agreement with the Sponsor.

iv. Represents non-cash expenses, such as inventory valuation adjustments, primarily incurred as a result of the LIFECODES acquisition.

v. Represents non-recurring or non-cash items not included in captions above including personnel and business optimization costs, and the effect of the change in estimate in the allowance for doubtful accounts recorded in the second quarter of fiscal 2014 which decreased the adjustment for non-recurring expenses and non-cash items by $1.9 million for the nine months ended February 28, 2014.

In fiscal 2014, we revised the presentation of EBITDA and Adjusted EBITDA to include all of the depreciation and amortization expense on a single line and to exclude the adjustment for deferred revenue related to the acquisition of Immucor that was previously included in item v. of the calculation for all periods presented. The deferred revenue adjustment increased Adjusted EBITDA to reflect certain revenue items that were written-off in fiscal 2012 as a result of the acquisition of Immucor to increase the comparability of Adjusted EBITDA reported in fiscal 2012 with that reported in fiscal 2011. Management has determined that this adjustment is not as relevant for comparability purposes on a go-forward basis, and has therefore excluded it from the Adjusted EBITDA presentation. The following table is a reconciliation of Adjusted EBITDA that was previously reported and that presented in the table above for the three months and nine months ended February 28, 2013 (in thousands):         

	Three Months Ended		Nine Months Ended
	February 28, 2013		February 28, 2013
Adjusted EBITDA as previously presented	$	36,011		107,336
Less: Deferred revenue adjustment		676		2,219
Adjusted EBITDA as presented in the table above	$	35,335		105,117

Under the Revolving Facility, the senior secured leverage ratio is the sole financial covenant. The senior secured leverage ratio is defined by our credit agreement governing the Senior Credit Facilities as consolidated senior secured net debt divided by the total of the last twelve months Adjusted EBITDA. Adjusted EBITDA used in this leverage ratio is calculated in a similar manner to that included in the table presented above, except that it includes certain additional adjustments such as projected cost savings and synergies calculated on a pro forma basis that we expect to realize in future periods related to actions already taken or expected to be taken within twelve months of the end of the applicable period, including the LIFECODES acquisition and related initiatives, and the deferred revenue adjustment described above. As of February 28, 2014, we were in compliance with our senior secured net leverage ratio covenant.

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Liquidity and Capital Resources

Cash flow

Our principal source of liquidity is our operating cash flow. This cash-generating capability is one of our fundamental strengths and provides us with substantial financial flexibility in meeting our operating, investing and financing requirements.

In the first nine months of fiscal 2014, our cash and cash equivalents decreased by $3.4 million to $26.0 million as of February 28, 2014. The decrease was primary due to cash used to purchase $5.3 million of additional property and equipment, to acquire two distribution businesses for $5.2 million, and to repay $5.0 million of long-term debt in the first nine months of fiscal 2014 partially offset by positive cash flow contributed by our operating activities. There were no borrowings from the Revolving Facility during the first nine months of fiscal 2014. The cash balance at February 28, 2014 includes cash of $21.6 million that is held by our subsidiaries outside of the United States. We are not permanently reinvested in our subsidiaries and can repatriate these funds, if needed, to support future debt payments.

In the first nine months of fiscal 2013, our cash and cash equivalents increased by $0.9 million to $19.5 million as of February 28, 2013. The increase was mainly due to the positive cash flow generated from our financing activities of $12.5 million, including $21.0 million of net borrowings from our Revolving Facility, partially offset by cash used for capital expenditures of $6.9 million and for operating activities of $4.8 million.

Operating activities

Operating activities provided cash of $10.5 million in the first nine months of fiscal 2014 as compared with $4.8 of cash used in operating activities in the first nine months of fiscal 2013. The increase was mainly due to improved operating results of $11.0 million and lower working capital requirements of $14.4 million partially offset by a decrease in non-cash adjustments of $10.0 million primarily because no loss on extinguishment of debt was incurred in fiscal 2014. The lower working capital requirements in the first nine months of fiscal 2014 were primarily due to strong collections of trade receivables, a decrease in accounts payable and income taxes payable, and lower interest payments in that period as compared with the first nine months of fiscal 2013 partially offset by an increase in inventory levels. Interest payments were lower in the first nine months of fiscal 2014 as compared with the first nine months of fiscal 2013 due to the refinancing of our long-term debt twice during fiscal 2013 which reduced the interest rate of our Senor Credit Facilities; we made interest payments of $71.2 million in the first nine months of fiscal 2014 and $81.3 million in the first nine months of fiscal 2013. The favorable impact of a lower interest rate on our long-term debt was partially offset by the impact of higher average borrowings on our interest payments made in the first nine months of fiscal 2014. The higher average borrowings were primarily due to the acquisition of LIFECODES in the fourth quarter of fiscal 2013.

Investing activities

During the first nine months of fiscal 2014, we used cash of $5.2 million to acquire two new distribution businesses and received $1.1 million due from the seller of LIFECODES as a result of finalizing certain purchase price adjustments. For other investing activities, we used cash of $5.3 million to purchase property and equipment in the nine months ended February 28, 2014 as compared to fixed asset purchases of $6.9 million in the nine months ended February 28, 2013.

Financing activities

In the first nine months of fiscal 2014, we used cash from financing activities of $5.0 million for repayments of our long-term debt and had no amounts outstanding under our Revolving Facility during the nine months ended February 28, 2014.

In the first nine months of fiscal 2013, net cash provided by financing activities was $12.5 million. We received $21.0 million in net proceeds from borrowings on our Revolving Facility which were offset by net payments of $8.5 million made on our long-term debt and debt issuance costs that resulted from the refinancing of our Senior Credit Facilities in the first nine months of fiscal 2013. This refinancing lowered the interest rate on our Term Loan Facility by 1.50%, including lowering the LIBOR floor on the term debt from 1.50% to 1.25%. In August 2012, the refinancing also lowered the interest rate on the revolving debt and extended the maturity date of the Revolving Facility to August 2017.

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In February 2013, we refinanced our Senior Credit Facilities again which lowered our interest rates on the Term Loan Facility by 0.75% and provided for additional borrowings under the Term Loan Facility of $6.0 million. The refinancing completed in February 2013 also lowered the interest rate on the Revolving Facility and modified the financial covenant per the Senior Credit Facilities to only apply to the Revolving Facility.

Future Cash Requirements and Restrictions

Our Term Loan Facility requires quarterly principal payments equal to 0.25% of the original principal amount of the Term Loan, subject to certain excess cash flow requirements due annually, with the balance due and payable on August 19, 2018.  Required principal and interest payments related to our Term Loan Facility are $6.6 million and $33.2 million for the next 12 months.  Required interest payments related to the Notes is $44.5 million for the next 12 months.  The Senior Credit Facilities are secured by substantially all of the tangible and intangible assets of our U.S. subsidiaries and the pledge of 65% of the stock of our foreign subsidiaries.  As of February 28, 2014, we had principal of $1,056.7 million of long-term borrowings outstanding under our Term Loan Facility and the Notes. Our net total available borrowings under our Revolving Facility were $100.0 million as of February 28, 2014.

We expect that recurring capital expenditures during fiscal 2014 will range from $10 million to $15 million. These expenditures will be used to purchase equipment that increases or enhances capacity and productivity. These expenditures exclude the purchase of instrument assets that are used in equipment rental agreements with our customers, which is reflected in non-cash investing and financing activities in our consolidated statements of cash flows.

Management believes that existing cash and cash equivalent balances, cash provided from operations, and borrowings available under the Revolving Facility will provide sufficient liquidity to meet the operating and capital expenditure needs for existing operations during the next twelve months.

Commitments and Contractual Obligations

As of February 28, 2014, our material cash commitments and contractual obligations have not changed significantly from those disclosed in our Annual Report on Form 10-K for the year ended May 31, 2013 except for our operating lease obligations which increased by approximately $12 million due to the renewal of certain building leases in the first quarter of 2014, an increase in purchase commitments by approximately $21 million, and a decrease in the estimated fair value of the contingent consideration liability of $4.5 million related to the earn-out provision of the LIFECODES acquisition. Refer to Note 2 for additional information on the change in acquisition costs for the estimated earn-out provision. The increase in purchase commitments was primarily due to a $20 million purchase agreement with one of our primary instrument equipment suppliers, and $1 million agreement to upgrade our current ERP system both of which were executed in the second quarter of fiscal 2014.

In addition, in the third quarter of fiscal 2014, we entered into a program to self-insure our costs related to U.S medical employee benefits. Liabilities are recognized based on claims filed and an estimate of claims incurred but not reported.  The liabilities for medical claims are accounted for on an undiscounted basis. We have purchased stop-loss coverage to limit our exposure on a per claim basis. We are insured for covered costs in excess of these per claim limits. The self-insured liability was approximately $0.6 million as of February 28, 2014 and was included in accrued expenses and other current liabilities on the Company’s consolidated balance sheet. Amounts that we estimate will be paid within the following twelve months are included in accrued expenses and other current liabilities Costs related to these medical claims are included in each of the respective expense categories on the consolidated statement of operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet financial arrangements as of February 28, 2014.

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Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with U.S. GAAP, which often require the judgment of management in the selection and application of certain accounting principles and methods. We discuss our critical accounting policies in the Management’s Discussion and Analysis section of the Company’s Annual Report on Form 10-K. There have been no other significant changes in our critical accounting policies since May 31, 2013.

Risk Factors and Forward-Looking Statements

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 statements that are not related to present factors or current conditions or that are not purely historical. 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 pending with the Food and Drug Administration;

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

• increased competition;

• product development, manufacturing and regulatory obstacles;

• the failure to successfully integrate and capitalize on past or future acquisitions;

• general economic conditions; and

• other risks and uncertainties discussed in this report, particularly in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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.

Additional information concerning these and other factors which could cause differences between forward-looking statements and future actual results is discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended May 31, 2013.

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

As of February 28, 2014, there have been no material changes regarding the Company’s market risk position from those disclosed in Item 7A., “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended May 31, 2013.

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 28, 2014. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of February 28, 2014, 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.

There were no changes in our internal control over financial reporting during the quarter ended February 28, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1. Legal Proceedings

From time to time, we are a party to certain legal proceedings in the ordinary course of business. However, we are not currently subject to any legal proceedings expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.  

ITEM 1A. Risk Factors 

There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended May 31, 2013. In addition to the other information included in this report, carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our business. 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.

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ITEM 6. Exhibits

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.

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 14, 2014	By:	/s/ William A. Hawkins
		William A. Hawkins, Chief Executive Officer
		(Principal Executive Officer)

Date:	April 14, 2014	By:	/s/ Dominique Petitgenet
		Dominique Petitgenet, Chief Financial Officer
		(Principal Financial and Accounting Officer)

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