10-Q

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, 2017
	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 X       No   

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

As of August 19, 2011, there was 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 11, 2017, there were 100 shares of common stock outstanding.

IMMUCOR, INC.

QUARTERLY FINANCIAL STATEMENTS

INDEX

PART I.    FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements:
Consolidated Balance Sheets (unaudited, except for May 31, 2016)		3
Consolidated Statements of Operations (unaudited)		4
Consolidated Statements of Comprehensive Loss (unaudited)		6
Consolidated Statement of Changes in Equity (unaudited for the period ending February 28, 2017)		8
Consolidated Statements of Cash Flows (unaudited)		9
Notes to Consolidated Financial Statements (unaudited)		10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	41
Item 4.	Controls and Procedures	41
PART II.    OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
	SIGNATURES	43

2

ITEM 1. Consolidated Financial Statements

IMMUCOR, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

	February 28, 2017			May 31, 2016
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	10,035			10,263
Trade accounts receivable, net of allowance for doubtful accounts of $1,050 and $2,114 at February 28, 2017 and May 31, 2016, respectively		64,120			62,043
Inventories, net		48,870			46,894
Prepaid expenses and other current assets		8,825			8,479
Total current assets		131,850			127,679
Property and equipment, net		76,792			76,015
Goodwill		854,736			857,023
Intangible assets, net		589,264			633,097
Other assets		11,229			13,819
Total assets	$	1,663,871			1,707,633
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	21,263			22,229
Accrued interest and interest rate swap liability		7,373			18,869
Accrued expenses and other current liabilities		23,892			22,009
Income taxes payable		3,476			2,585
Deferred revenue, current portion		3,220			2,864
Current portion of long-term debt		26,718			6,806
Total current liabilities		85,942			75,362
Long-term debt, excluding current portion		1,010,427			1,007,948
Deferred income tax liabilities		201,509			222,357
Other long-term liabilities		55,566			57,420
Total liabilities		1,353,444			1,363,087
Commitments and Contingencies (Note 18)
Equity:
Shareholders' equity of Immucor, Inc.:
Common stock, $0.00 par value, 100 shares authorized, issued and outstanding as of February 28, 2017 and May 31, 2016, respectively		-			-
Additional paid-in capital		750,026			753,709
Accumulated deficit		(401,702	)		(374,079	)
Accumulated other comprehensive loss		(44,866	)		(39,407	)
Total shareholders' equity of Immucor, Inc.		303,458			340,223
Equity of noncontrolling interest (Note 3)		6,969			4,323
Total equity		310,427			344,546
Total liabilities and equity	$	1,663,871			1,707,633

The accompanying notes are an integral part of these consolidated financial statements.

3

IMMUCOR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)

	Three Months Ended
	February 28			February 29
	2017			2016
Net sales	$	93,964			88,893
Cost of sales (*)		35,318			34,130
Gross profit		58,646			54,763
Operating expenses:
Research and development		8,828			6,910
Selling and marketing		13,528			13,251
Distribution		4,083			4,155
General and administrative		10,046			11,779
Amortization expense		14,109			13,575
Total operating expenses		50,594			49,670
Income from operations		8,052			5,093
Non-operating income (expense):
Interest income		1			48
Interest expense		(22,981	)		(22,329	)
Other, net		(106	)		(317	)
Total non-operating net expense		(23,086	)		(22,598	)
Loss before income taxes		(15,034	)		(17,505	)
Benefit for income taxes		(5,616	)		(8,845	)
Net loss		(9,418	)		(8,660	)
Net loss attributable to noncontrolling interest		(1,668	)		(237	)
Net loss attributable to shareholders of Immucor, Inc.	$	(7,750	)		(8,423	)

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

The accompanying notes are an integral part of these consolidated financial statements.

4

IMMUCOR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)

	Nine Months Ended
	February 28			February 29
	2017			2016
Net sales	$	286,233			281,854
Cost of sales (*)		109,949			106,660
Gross profit		176,284			175,194
Operating expenses:
Research and development		26,625			20,500
Selling and marketing		44,019			42,057
Distribution		12,648			12,969
General and administrative		32,111			33,133
Amortization expense		42,416			40,745
Total operating expenses		157,819			149,404
Income from operations		18,465			25,790
Non-operating income (expense):
Interest income		9			132
Interest expense		(69,203	)		(67,275	)
Other, net		(660	)		(366	)
Total non-operating net expense		(69,854	)		(67,509	)
Loss before income taxes		(51,389	)		(41,719	)
Benefit for income taxes		(19,112	)		(14,046	)
Net loss		(32,277	)		(27,673	)
Net loss attributable to noncontrolling interest		(4,654	)		(237	)
Net loss attributable to shareholders of Immucor, Inc.	$	(27,623	)		(27,436	)

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

The accompanying notes are an integral part of these consolidated financial statements.

5

IMMUCOR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(Unaudited)

	Three Months Ended
	February 28			February 29
	2017			2016
Net loss	$	(9,418	)		(8,660	)
Other comprehensive income, net of tax:
Foreign currency translation adjustments		930			1,795
Changes in fair value of cash flow hedges:
Portion of cash flow hedges recognized in other comprehensive income		-			108
Less: reclassification adjustment for gains included in net loss		-			3
Net changes in fair value of cash flow hedges		-			111
Other comprehensive income		930			1,906
Comprehensive loss		(8,488	)		(6,754	)
Comprehensive loss attributable to the noncontrolling interest		(1,668	)		(237	)
Comprehensive loss attributable to shareholders of Immucor, Inc.	$	(6,820	)		(6,517	)

The accompanying notes are an integral part of these consolidated financial statements.

6

IMMUCOR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(Unaudited)

	Nine Months Ended
	February 28			February 29
	2017			2016
Net loss	$	(32,277	)		(27,673	)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		(5,553	)		(3,680	)
Changes in fair value of cash flow hedges:
Portion of cash flow hedges recognized in other comprehensive loss		155			417
Less: reclassification adjustment for losses included in net loss		(61	)		(168	)
Net changes in fair value of cash flow hedges		94			249
Other comprehensive loss		(5,459	)		(3,431	)
Comprehensive loss		(37,736	)		(31,104	)
Comprehensive loss attributable to the noncontrolling interest		(4,654	)		(237	)
Comprehensive loss attributable to shareholders of Immucor, Inc.	$	(33,082	)		(30,867	)

The accompanying notes are an integral part of these consolidated financial statements.

7

IMMUCOR, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in thousands)

	Equity accounts attributable to Immucor, Inc.
								Retained			Accumulated
					Additional			Earnings			Other			Non-
	Common Stock				Paid-In			(Deficit)			Comprehensive			controlling
	Shares (1)		Amount (1)		Capital (1)			(1)			Income (Loss) (1)			Interest			Total
Audited:
Balance, May 31, 2015		100	$	-		755,234			(331,989	)		(39,564	)		-			383,681
Share-based compensation expense		-		-		5,326			-			-			-			5,326
Activities with IVD Holdings Inc.		-		-		(851	)		-			-			-			(851	)
Non-cash dividend distributed		-		-		(6,000	)		-			-			-			(6,000	)
Equity of noncontrolling interest															6,000			6,000
Net loss		-		-		-			(42,090	)		-			(1,677	)		(43,767	)
Other comprehensive (loss) income, net of taxes:
Foreign currency translation adjustments		-		-		-			-			(174	)		-			(174	)
Changes in fair value of cash flow hedges, net of tax		-		-		-			-			331			-			331
Balance, May 31, 2016		100	$	-		753,709			(374,079	)		(39,407	)		4,323			344,546
Unaudited:
Share-based compensation expense		-		-		3,496			-			-			-			3,496
Activities with IVD Holdings Inc.		-		-		501			-			-			-			501
Dividends distributed		-		-		(7,680	)		-			-			-			(7,680	)
Equity of noncontrolling interest		-		-		-			-			-			7,300			7,300
Net loss		-		-		-			(27,623	)		-			(4,654	)		(32,277	)
Other comprehensive (loss) income, net of taxes:
Foreign currency translation adjustments		-		-		-			-			(5,553	)		-			(5,553	)
Changes in fair value of cash flow hedges, net of tax		-		-		-			-			94			-			94
Balance, February 28, 2017		100	$	-		750,026			(401,702	)		(44,866	)		6,969			310,427

(1) - Shareholders’ equity of Immucor, Inc.

The accompanying notes are an integral part of these consolidated financial statements.

8

IMMUCOR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Nine Months Ended
	February 28			February 29
	2017			2016
Operating activities:
Net loss	$	(32,277	)		(27,673	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		54,072			51,417
Noncash interest expense		10,559			8,178
Loss on disposition and retirement of fixed assets		738			526
Provision for doubtful accounts		282			456
Share-based compensation expense		3,496			4,045
Deferred income taxes		(22,325	)		(16,953	)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, trade		(3,743	)		6,774
Income taxes		695			(495	)
Inventories		(8,293	)		(11,034	)
Other assets		(466	)		1,477
Accounts payable		(779	)		4,165
Deferred revenue		417			(20	)
Accrued expenses and other liabilities		(8,875	)		(14,022	)
Cash (used in) provided by operating activities		(6,499	)		6,841
Investing activities:
Purchases of property and equipment		(8,243	)		(7,050	)
Proceeds from sale of property and equipment		53			-
Other investments		-			(4,850	)
Acquisitions of businesses, net of cash acquired		(128	)		(750	)
Cash used in investing activities		(8,318	)		(12,650	)
Financing activities:
Repayments of long-term debt		(5,122	)		(4,982	)
Proceeds from Revolving Facilities		85,500			48,000
Repayments of Revolving Facilities		(65,500	)		(43,500	)
Dividend payments		(7,680	)		-
Proceeds from capital contribution to noncontrolling interest		7,300			-
Cash provided by (used in) financing activities		14,498			(482	)
Effect of exchange rates on cash and cash equivalents		91			118
Decrease in cash and cash equivalents		(228	)		(6,173	)
Cash and cash equivalents at beginning of period		10,263			18,363
Cash and cash equivalents at end of period	$	10,035			12,190
Supplemental information:
Income taxes paid, net of refunds	$	2,197			3,232
Interest paid		69,934			70,275
Non-cash investing and financing activities:
Movement from inventory to property and equipment of instruments placed on rental agreements	$	5,789			4,552
Non-cash dividend		-			6,000

The accompanying notes are an integral part of these consolidated financial statements.

9

 IMMUCOR, INC.

Notes to Consolidated Financial Statements

(Unaudited)

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business

Immucor, Inc. (“Immucor” or the “Company”) develops, manufactures and sells transfusion and transplantation diagnostics products used by hospitals, donor centers and reference laboratories around the world. The Company’s 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 and stem cell transplantations. The Company operates manufacturing facilities in North America with both direct and third-party distribution arrangements worldwide.

Basis of Presentation

The accompanying consolidated financial statements are unaudited and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information, 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 GAAP for complete financial statements. The Company’s interim results are not necessarily indicative of the Company’s expected full year results. 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, 2016, included in the Company’s Annual Report on Form 10-K filed with the SEC on August 22, 2016.

Certain reclassifications have been made to the Company’s consolidated financial statements for fiscal year 2016 to conform to the fiscal year 2017 presentation. We have also performed an evaluation of subsequent events through the date the financial statements were issued.

Basis of Consolidation

The consolidated financial statements include the accounts of Immucor, Inc., its wholly owned subsidiaries, and a variable interest entity (“VIE”) that is required to be consolidated in accordance with GAAP (refer to Note 3 for additional information on our consolidated VIE). All significant intercompany balances and transactions have been eliminated in consolidation. There are no other entities controlled by the Company, either directly or indirectly.

Impact of Recently Issued Accounting Standards -

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles – Goodwill and Other (“ASU 2017-04”), which simplifies the subsequent measurement of goodwill by eliminating “Step 2” from the goodwill impairment test. Instead of performing Step 2 to determine the amount of an impairment charge, the fair value of a reporting unit will be compared with its carrying amount and an impairment charge will be recognized for the value by which the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, which corresponds to the Company’s first quarter of fiscal year 2021. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is evaluating the impact of ASU 2016-04 on its consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-17, Consolidation: Interest Held through Related Parties That Are under Common Control (“ASU 2016-17”), which changes the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. ASU 2016-17 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, which corresponds to the Company’s first quarter of fiscal year 2018. Early adoption is permitted, including adoption in an interim period. If an entity adopts the pending content that links to this paragraph in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company does not expect the adoption of ASU 2016-17 to have a material impact on its consolidated financial statements.

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In October 2016, the FASB issued ASU No. 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which eliminates the requirement to defer the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. Therefore, under the new guidance, an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. ASU 2016-16 is effective for interim and annual reporting periods beginning after December 15, 2017, which corresponds to the Company’s first quarter of fiscal year 2019. Early adoption is permitted as of the first interim period and the amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company does not expect the adoption of ASU 2016-16 to have a material impact on its consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which provides guidance on eight specific cash flow issues in an effort to reduce diversity in practice in how certain transactions are classified within the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, which corresponds to the Company’s first quarter of fiscal year 2019. Early adoption is permitted and the amendments should be applied using a retrospective method. The Company does not expect the adoption of ASU 2016-15 to have a material impact on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (“ASU 2016-13”). ASU 2016-13 will replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 will be effective for the Company beginning in the first quarter of fiscal year 2020, and early adoption is permitted but not earlier than fiscal year 2019. The Company does not expect the adoption of ASU 2016-13 to have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which will replace the existing lease accounting guidance in GAAP. The core principle of ASU 2016-02 is that an entity should recognize the rights and obligations resulting from leases as assets and liabilities. ASU 2016-02 requires qualitative and specific quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments. ASU 2016-02 will be effective for the Company for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, which corresponds to the Company’s first quarter of fiscal year 2020. Early adoption is permitted. The Company is in the process of assessing the impact of the adoption of ASU 2016-02 on its consolidated financial statements, accounting policies and disclosures. The Company is currently identifying the arrangements that qualify as a lease under the new guidance, evaluating the new requirements on existing lease arrangements, and collecting relevant data to quantify the impact of this new standard on its consolidated financial statements. The most significant impact expected is that the Company will recognize a “right-of-use” asset and lease liability for lease arrangements that are currently not included on the balance sheet under the existing lease guidance.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern ("ASU 2014-15"), which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements.  The guidance provides a definition of the term substantial doubt, requires an evaluation every reporting period including interim periods, provides principles for considering the mitigating effect of management's plans, requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, requires an express statement and other disclosures when substantial doubt is not alleviated, and requires an assessment for a period of one year after the date that the financial statements are issued. ASU No. 2014-15 is effective for the Company for annual reporting periods ending after December 15, 2016, which corresponds to the Company's annual reporting period ending May 31, 2017 with early adoption permitted.  The Company will adopt this ASU at year end, perform the assessment, and make any required disclosures.

In May 2014, the FASB and International Accounting Standards Board issued their converged standard on revenue recognition, ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). This standard outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Transfer of control is not the same as transfer of risks and rewards, as it is considered in current guidance. The Company will also need to apply new guidance to determine whether revenue should be recognized over time or at a point in time. An amendment was made in July 2015 to change the effective date of this standard from the first interim period within annual reporting periods beginning after December 15, 2016 to December 15, 2017, which corresponds to the Company’s first quarter of fiscal year 2019. In March 2016, the FASB issued ASU 2016-08, which further clarifies the implementation guidance on principal versus agent considerations contained in ASU 2014-09. No early adoption is permitted under these standards, and it is to be applied either retrospectively or as a cumulative-effect adjustment as of the date of adoption.  The Company is in the process of assessing the impact of the adoption of ASU 2014-09 on its consolidated financial statements, accounting policies and disclosures. The Company has identified the revenue streams that will be affected by this new standard and is collecting the relevant data to prepare an analysis of the potential impact of the adoption of ASU 2014-09 on its consolidated financial statements.

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2. BUSINESS COMBINATIONS

Business combinations completed in fiscal 2016:

Acquisition of Sirona - On March 4, 2016, the Company exercised its warrant and acquired 100% of the common stock of Sirona Genomics, Inc. (“Sirona”).  The cash paid for the Sirona business was $15.0 million, of which $0.6 million was paid prior to fiscal year 2016 for the warrant, and $14.4 million was paid in the fourth quarter of fiscal year 2016. The purchase agreement included two contingent consideration arrangements, one for achieving certain revenue targets in each of the next five years and the other for achieving a revenue milestone during the next five years. The combined potential earn-out for these arrangements is $45.0 million in cash over the next five years. Management estimated that the fair value of the contingent consideration arrangements, as of the acquisition date, was approximately $20.0 million, which is included in Other long-term liabilities on the Company’s consolidated balance sheet. Including the contingent consideration, the aggregate estimated fair value of the consideration to be paid is approximately $35.0 million. The fair value of the assets and liabilities acquired was $40.6 million for identifiable intangible assets (existing technologies), $14.8 million for goodwill, $2.1 million for property and equipment, $1.3 million of cash, $1.5 million for current liabilities, $9.7 million for a Promissory Note payable to Immucor, and $12.5 million for long-term deferred tax liabilities. The goodwill arising from this acquisition is not deductible for tax purposes.

The Company determines contingent consideration liabilities 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 targets. The key assumptions were the earn-out period payment probabilities, projected revenues, discount rate and the timing of payments. The present value of the expected payments considers the time at which the obligations are expected to be settled and a discount rate that reflects the risk associated with the performance payments. These assumptions are considered to be Level 3 inputs by ASC Topic 820, Fair Value Measurement (“ASC Topic 820”), which are not observable in the market.

Acquisition of reference lab – On August 3, 2015, the Company completed the asset purchase of a U.S. reference lab for a total cash purchase price of $0.8 million. This acquisition enables the Company to deliver current Immucor products as a service to customers as well as commercialize newly developed products. The fair values of the acquired assets were $0.3 million for equipment, $0.2 million for identifiable intangible assets and $0.3 million for goodwill. The goodwill is deductible for tax purposes.

Financial Information

The operating results of the acquired businesses have been included in the Company’s consolidated results of operations since their dates of acquisition.

3. CONSOLIDATED VARIABLE INTEREST ENTITY

In February 2016, the Company contributed the assets of its Sentilus business acquired in October 2014 to a newly formed company, Sentilus Holdco LLC (“Sentilus LLC”). The Company then distributed its interest in Sentilus LLC via a dividend, indirectly, to IVD Intermediate Holdings A Inc., which is the owner of Immucor’s Parent company, IVD Intermediate Holdings B Inc.

Sentilus LLC develops Femtoarrays^TM and the underlying technology for use in a variety of in vitro diagnostics areas. This business was spun-off from Immucor to be able to separately market the potential new product offerings outside the Company’s current Transfusion and Transplant markets. The book value of the assets and liabilities transferred was $6.0 million. The book value included assets of $1.0 million of cash, $0.5 million of equipment, $18.8 million of identifiable intangible assets, and $0.1 million of goodwill, and liabilities including $7.2 million of deferred income tax liabilities, and a $7.2 million obligation to Immucor for contingent consideration liabilities. 

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Sentilus LLC is considered to be a VIE.  Sentilus LLC is operated as a separate business. Sentilus LLC and the Company have entered into management services agreements (the “Management Contracts”) pursuant to which Immucor provides management, financial, legal and human resource services as well as personnel, materials and business locations to Sentilus LLC in exchange for management fees at Immucor’s cost plus a specified “arms-length” margin (which is subject to periodic adjustment). Immucor’s executive management controls and operates the Sentilus LLC business. Immucor is considered the primary beneficiary of Sentilus LLC because it is managing the Sentilus LLC business and providing the necessary personnel and support to operate the business under the terms of the Management Contracts. Accordingly, the financial results of Sentilus LLC are included in the consolidated financial results of the Company.   

The operations of Sentilus LLC are primarily funded through either additional potential future dividends from Immucor or from additional capital contributions from IVD Holdings Inc. (“Holdings”), the Parent company of IVD Intermediate Holdings A Inc. The Company could be exposed to a loss related to the Sentilus LLC business if there are expenses that are incurred by the Company on behalf of Sentilus LLC under the terms of the Management Contracts and are not reimbursed.  This risk is deemed unlikely since all of the entities involved in this arrangement are under the common control of Holdings.

The following tables include the carrying amounts and classification of the assets and liabilities of Sentilus LLC that are included in the Company’s consolidated balance sheet as of February 28, 2017 and May 31, 2016 that cannot be used to settle the obligations of Immucor, and are not Immucor’s obligation to pay (in thousands):

As of February 28, 2017
ASSETS			LIABILITIES
Current assets:			Current liabilities:
Cash and cash equivalents	$	337	Accounts payable	$	964
Total current assets		337	Accrued expenses and other current liabilities		12
			Total current liabilities		976
Noncurrent assets:			Noncurrent liabilities:
Property and equipment, net		674	Deferred income tax		3,671
Goodwill		105
Other intangible assets, net		18,815	Obligation to Immucor for contingent consideration liabilities		8,021
Total noncurrent assets		19,594	Total noncurrent liabilities		11,692
Total Assets	$	19,931	Total Liabilities	$	12,668

As of May 31, 2016
ASSETS			LIABILITIES
Current assets:			Current liabilities:
Cash and cash equivalents	$	36	Accounts payable	$	744
Total current assets		36	Accrued expenses and other current liabilities		4
			Total current liabilities		748
Noncurrent assets:			Noncurrent liabilities:
Property and equipment, net		644	Deferred income tax		6,207
Goodwill		105
Other intangible assets, net		18,820	Obligation to Immucor for contingent consideration liabilities		7,433
Total noncurrent assets		19,569	Total noncurrent liabilities		13,640
Total Assets	$	19,605	Total Liabilities	$	14,388

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4. RELATED PARTY TRANSACTIONS

In connection with the Immucor Acquisition in fiscal year 2012, the Company entered into a management services agreement with TPG Capital, L.P. (the “Sponsor”). Pursuant to such agreement, and in exchange for on-going consulting and management advisory services that are provided to the Company, the Sponsor receives an aggregate annual monitoring fee of approximately $3.0 million. In the three months and nine months ended February 28, 2017, approximately $0.8 million, and $2.4 million, respectively, was recorded for monitoring fees, additional services provided by the Sponsor, and out-of-pocket expenses and substantially all of these expenses are included in general and administrative expenses in the consolidated statements of operations. In the three months and nine months ended February 29, 2016, approximately $0.8 million, and $2.4 million was recorded for these same types of fees and expenses, respectively. As of February 28, 2017 and May 31, 2016, the Company owed $0.5 million and $1.7 million, respectively, to the Sponsor for these fees and expenses.

Sentilus LLC and the Company have entered into management services agreements. Refer to Note 3 of the consolidated financial statements for additional information.

5. INVENTORIES, NET

Inventories, net are stated at the lower of cost (first-in, first-out basis) or net realizable value. Inventories, net consist of the following (in thousands):

	As of
	February 28, 2017		May 31, 2016
Raw materials and supplies	$	12,490		11,840
Work in process		13,335		11,944
Finished goods		23,045		23,110
Total Inventories, net	$	48,870		46,894

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following (in thousands):

	As of
	February 28, 2017			May 31, 2016
Land	$	214			217
Buildings and improvements		2,183			2,163
Leasehold improvements		26,379			26,261
Capital work-in-progress		8,273			4,275
Furniture and fixtures		4,219			3,861
Machinery, equipment and instruments		115,131			110,145
Total property and equipment		156,399			146,922
Less: Accumulated depreciation		(79,607	)		(70,907	)
Property and equipment, net	$	76,792			76,015

Depreciation expense was $3.8 million and $11.7 million in the three months and nine months ended February 28, 2017 and was $3.6 million and $10.7 million in the three months and nine months ended February 29, 2016, respectively. Depreciation expense is primarily included in cost of sales in the Company’s consolidated statements of operations.

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7. GOODWILL

The consolidated financial statements include the goodwill resulting from the acquisition of various businesses by Immucor. The following table presents the changes in the carrying amount of goodwill during the nine months ended February 28, 2017 and the fiscal year ended May 31, 2016 (in thousands):

	February 28, 2017			May 31, 2016
Balance at beginning of period	$	857,023			842,258
Additions:
Acquisition of businesses		-			15,131
Foreign currency translation adjustment		(2,287	)		(366	)
Balance at end of period	$	854,736			857,023

In the first nine months of fiscal year 2017 and the twelve months of fiscal year 2016, there were no significant changes in goodwill other than the impact of changes in foreign currency exchange rates and an increase in goodwill from business acquisitions completed in those periods.

During the first nine months of fiscal year 2017 and the twelve months of fiscal year 2016, there were no impairment losses recorded. For the periods ending February 28, 2017 and May 31, 2016, the Company had $160.0 million of accumulated impairment losses on goodwill.

8. OTHER INTANGIBLE ASSETS, NET

Other intangible assets, net consist of the following (in thousands):

			As of
			February 28, 2017							May 31, 2016
	Weighted Average Life (years)		Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Other intangible assets subject to amortization:
Customer relationships		20	$	460,729		(126,122	)		334,607		462,602		(109,260	)		353,342
Existing technology / trade names		12		355,604		(151,495	)		204,109		355,604		(128,530	)		227,074
Corporate trade name		15		40,000		(14,754	)		25,246		40,000		(12,754	)		27,246
Below market leasehold interests		4		1,200		(685	)		515		1,200		(631	)		569
Other intangibles		4		428		(341	)		87		428		(262	)		166
Total amortizable assets				857,961		(293,397	)		564,564		859,834		(251,437	)		608,397
Intangible assets not subject to amortization:
In-process research and development				24,700		-			24,700		24,700		-			24,700
Total non-amortizable assets				24,700		-			24,700		24,700		-			24,700
Other intangible assets, net			$	882,661		(293,397	)		589,264		884,534		(251,437	)		633,097

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.

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Amortization expense related to these intangible assets for the three months and nine months ended February 28, 2017 was $14.1 million and $42.4 million and for the three months and nine months ended February 29, 2016 was $13.6 million and $40.7 million, respectively. Expected amortization expense for the remainder of fiscal year 2017 and for each of the five succeeding years is as follows (in thousands):

Year Ending May 31:
2017	$	14,137
2018		56,477
2019		52,553
2020		51,445
2021		51,416
2022		51,411

9. LONG-TERM DEBT

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

	As of February 28, 2017										As of May 31, 2016
	Gross		OID (1)			DFC (2)			Net		Gross		OID (1)			DFC (2)			Net
Term Loan Facility	$	636,802		(3,505	)		(8,333	)		624,964		641,777		(5,210	)		(12,174	)		624,393
Notes		400,000		(2,120	)		(5,784	)		392,096		400,000		(2,648	)		(7,223	)		390,129
Revolving Facilities		20,000		-			-			20,000		-		-			-			-
Capital lease agreements		85		-			-			85		232		-			-			232
Total long-term debt		1,056,887		(5,625	)		(14,117	)		1,037,145		1,042,009		(7,858	)		(19,397	)		1,014,754
Less: Current portion of long-term debt		26,718		-			-			26,718		6,806		-			-			6,806
Long-term debt, excluding current portion	$	1,030,169		(5,625	)		(14,117	)		1,010,427		1,035,203		(7,858	)		(19,397	)		1,007,948

(1) - OID refers to original issue discounts on the Company's long-term debt

(2) - DFC refers to deferred financing costs related to the Company's long-term debt facilities

Senior Secured Credit Facilities, Security Agreement and Guaranty

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 $663.3 million senior secured term loan facility (the “Term Loan Facility”) and (2) $80.0 million of senior secured revolving loan facilities (the “Revolving Facilities,” and together with the Term Loan Facility, the “Senior Credit Facilities”). In addition to borrowings upon prior notice, the Revolving Facilities include 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, British Pounds, Euros, Japanese Yen, Canadian dollars and in such other currencies as the Company and the Administrative Agent under the Revolving Facilities may agree (subject to a sublimit for such non-U.S. currencies).

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 Facilities is 2.75% with respect to base rate borrowings and 3.75% with respect to LIBOR borrowings, subject to a 0% LIBOR floor. The applicable margin for borrowings under the Revolving Facilities 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 Revolving Facilities mature on the earlier of (i) February 19, 2020, (ii) May 19, 2018, if the maturity of the Term Loan Facility has not been extended by such date, and (iii) 90 days prior to any maturity date of certain funded material indebtedness (which maturity date shall be no earlier than October 19, 2018). Certain other Company actions would also result in a springing maturity of the Revolving Facilities as early as August 20, 2017. The aggregate principal amount of the revolving credit commitments is as follows: (1) $80.0 million as of May 4, 2016, (2) on August 19, 2018, to $70.0 million, (3) on February 19, 2019, to $60.0 million, and (4) on August 19, 2019, to $50.0 million.

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The interest rate on the Term Loan Facility was 5.00% as of February 28, 2017 and May 31, 2016. Including the amortization of deferred financing costs and the original issue discount, the effective interest rate on the Term Loan Facility is 6.18% for the nine months ended February 28, 2017. The weighted average interest rate on the borrowings from the Revolving Facilities during the first nine months of fiscal year 2017 was approximately 4.85%. At February 28, 2017, there were $20.0 million of outstanding borrowings under the Revolving Facilities 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 additional principal due under the terms of the excess cash flow requirement was zero for fiscal year 2016 and fiscal year 2015. 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, IVD Intermediate Holdings B Inc. (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. Neither the assets nor the equity of Sentilus LLC is collateral for the Senior Credit Facilities.

Indenture and the Senior Notes Due 2019

The Company has also issued $400.0 million in principal amount of Senior Notes (the “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. Including the amortization of deferred financing costs and the original issue discount, the effective interest rate on the Notes is 11.81% for the nine months ended February 28, 2017. 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.

The Company is in compliance with the covenants pursuant to the terms of the indenture governing the Notes and the credit agreement governing the Senior Credit Facilities.

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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 each of the fiscal years presented in the table below (in thousands):

Year Ended May 31:
2017	$	21,742
2018		6,632
2019		628,513
2020		400,000
Total	$	1,056,887

Interest Expense

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

	Three Months Ended				Nine Months Ended
	February 28		February 29		February 28		February 29
	2017		2016		2017		2016
Notes, including OID amortization	$	11,303		11,285		33,903		33,847
Term loan facility, including OID amortization		8,538		8,685		25,934		26,190
Amortization of deferred financing costs		1,771		1,792		5,285		5,327
Interest rate swaps and other interest		46		122		215		487
Revolving facility fees and interest		283		154		832		563
Interest accreted on contingent consideration liabilities		1,040		291		3,034		861
Total interest expense	$	22,981		22,329		69,203		67,275

Deferred financing costs

Changes in deferred financing costs during the nine months ended February 28, 2017 and the fiscal year ended May 31, 2016 are as follows (in thousands):

	February 28, 2017			May 31, 2016
Balance at beginning of period	$	19,397			26,399
Debt issuance costs (1)		5			118
Amortization		(5,285	)		(7,120	)
Balance at end of period	$	14,117			19,397

(1) Debt issuance costs are related to Amendment No. 6 of the Company's credit agreement.

Deferred financing costs are capitalized and are amortized over the life of the related debt agreements using the effective interest rate method, except for the costs associated with the Revolving Facilities which uses the straight-line method. The deferred financing costs associated with the Revolving Facilities are included in the amount of deferred financing costs for the Term Loan Facility.

10. DERIVATIVE FINANCIAL INSTRUMENTS

As of February 28, 2017, the Company does not currently have any outstanding interest rate swap agreements. Prior to October 1, 2016, the Company had entered into floating-to-fixed interest rate swap agreements for an aggregate notional amount of $70.0 million related to a portion of the Company’s floating rate indebtedness. The purpose of the interest rate swap was to hedge the Company’s future interest commitments resulting from the Term Loan Facility, and to protect the Company from variability in cash flows attributable to changes in LIBOR interest rates. The Company had entered into a swap agreement 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, the swap included a LIBOR floor of 1.25%. The swap agreement hedged a portion of contractual floating rate interest commitments through the expiration of the swap agreement in September 2016.

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Effective October 1, 2014 through September 30, 2015, the Company had swap agreements that hedged $155.0 million of the Company’s floating rate interest commitments at a weighted average fixed LIBOR rate of 1.77%.  Effective October 1, 2015 through September 30, 2016, the Company has swap agreements to hedge $70.0 million of the Company’s floating rate interest commitments at a fixed LIBOR rate of 1.91%.

The Company 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 is 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.

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.

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, 2017		May 31, 2016
Interest rate swaps (included in other liabilities)	$	-		(155	)

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 29			February 28			February 29
Location of loss reclassified from AOCI into income	2017		2016			2017			2016
Loss on cash flow hedges:
Interest expense (effective portion)	$	-		(121	)		(167	)		(489	)
Interest expense (ineffective portion)	$	-		-			-			(1	)

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.

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• 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.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	As of February 28, 2017
	Fair Value Measurements of Assets (Liabilities) Using							Carrying
	(Level 1)		(Level 2)		(Level 3)			Amount
	(in thousands)
Contingent consideration liabilities	$	-		-		(43,384	)		(43,384	)

	As of May 31, 2016
	Fair Value Measurements of Assets (Liabilities) Using								Carrying
	(Level 1)		(Level 2)			(Level 3)			Amount
	(in thousands of dollars)
Derivative instruments	$	-		(155	)		-			(155	)
Contingent consideration liabilities	$	-		-			(40,356	)		(40,356	)

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 $10.0 million and $10.3 million of cash and cash equivalents at February 28, 2017 and May 31, 2016, respectively, approximately 42% and 38% was located in the U.S., respectively.

The Company used derivative financial instruments, primarily 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 Notes and the Term Loan Facility is estimated to be $384.0 million and $631.2 million at February 28, 2017, respectively, based on recent trades of similar instruments. The fair value of the Notes and the Term Loan Facility was estimated to be $364.3 million and $614.5 million at May 31, 2016, respectively, based on the fair value of these instruments at that time.

Management believes that these liabilities can be liquidated without restriction.

As of February 28, 2017 and May 31, 2016, the Company had $43.4 million and $40.4 million, respectively, in contingent consideration liabilities for earn-out provisions resulting from acquisitions included in Other long-term liabilities on the Company’s consolidated balance sheet.

The fair value of these contingent consideration liabilities 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 performance targets. The key assumptions included in the calculations were the earn-out period payment probabilities, projected revenues, discount rate and the timing of payments. The present value of the expected payments considers the time at which the obligations are expected to be settled and a discount rate that reflects the risk associated with the performance payments.

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The changes in the Company’s current and long-term contingent consideration liabilities are summarized in the following table (in thousands):

	Nine Months Ended			Twelve Months Ended
	February 28, 2017			May 31, 2016
Balance at the beginning of the period	$	(40,356	)		(18,596	)
Additions due to acquisitions		-			(20,000	)
Payments		6			65
Accretion of fair value		(3,034	)		(1,825	)
Balance at the end of the period	$	(43,384	)		(40,356	)

12. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Total accumulated other comprehensive (loss) income is included in the Consolidated Statement of Changes in Equity. The changes in accumulated other comprehensive (loss) income are as follows (in thousands):

	Pretax			Tax			After Tax
Nine Months Ended February 28, 2017
Foreign exchange translation adjustments	$	(5,694	)		(141	)		(5,553	)
Changes in fair value of cash flow hedges		155			61			94
Accumulated other comprehensive loss	$	(5,539	)		(80	)		(5,459	)
Twelve Months Ended May 31, 2016
Foreign exchange translation adjustments	$	(282	)		(108	)		(174	)
Changes in fair value of cash flow hedges		530			199			331
Accumulated other comprehensive income	$	248			91			157

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

	As of
	February 28, 2017			May 31, 2016
Cumulative foreign currency translation adjustments	$	(44,866	)		(39,313	)
Change in fair value of cash flow hedges, net of tax		-			(94	)
Accumulated other comprehensive loss	$	(44,866	)		(39,407	)

13. SHARE-BASED COMPENSATION

The Company has granted nonvested restricted stock, and stock options to key employees and directors under its 2011 Equity Incentive Plan. The Company granted stock awards with an aggregate fair value of approximately $0.3 million, and $1.3 million during the three months and nine months ended February 28, 2017 and zero and $17.2 million during the three months and nine months ended February 29, 2016, respectively. As of February 28, 2017, a total of 11,103 shares were available for future grants.

Restricted stock units typically vest over a two-year period (50% per year) and do not expire. Upon vesting, and in some cases certain other triggers, restricted stock units are settled in shares of IVD Holdings Inc.’s common stock. Stock option awards are granted with service-based vesting conditions (“service-based options”), or performance-based or market-based vesting conditions (“performance-based options”). The service-based options contain tiered vesting terms over the service period. The performance-based options vest in tranches upon the achievement of certain performance or market objectives, which are measured over a three or four year period.

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The Company recognized expense of $1.0 million and $3.5 million in the three months and nine months ended February 28, 2017 and $1.3 million and $4.0 million in the three months and nine months ended February 29, 2016, respectively, before income tax benefits, for all the Company’s stock awards. As of February 28, 2017, there was $10.7 million of total unrecognized compensation cost related the Company’s stock plans that will be recognized over approximately 2.6 years.

14. INCOME TAXES

The effective tax rate for the nine months ended February 28, 2017 and February 29, 2016 was 37.2% and 33.7%, respectively.  The difference between the federal statutory rate and the effective tax rate for the nine months ended February 28, 2017 was primarily due to income subject to tax in various tax jurisdictions with rates that differ from the U.S. statutory tax rate, the impact of recording U.S. income taxes associated with current and future distributions of foreign earnings, adjustments to reconcile the fiscal year 2016 tax provision to the filed income tax returns, and the reversal of uncertain tax positions (net of the corresponding reduction in competent authority assets) resulting from the completion of a foreign income tax examination during the second quarter of fiscal year 2017. The difference between the federal statutory rate and the effective tax rate for the nine months ended February 29, 2016, was primarily due to income subject to tax in the various tax jurisdictions with rates that differ from the U.S. statutory tax rate, the impact of recording U.S. income taxes associated with current and future distributions of foreign earnings and changes in the U.S. tax law related to the R&D tax credit. The difference between the effective tax rate of 37.2% for the nine months ended February 28, 2017 and 33.7% for the nine months ended February 29, 2016 is primarily due to variations in the ratio of foreign income to domestic income for each period.

The Company does not consider itself to be permanently reinvested with respect to its accumulated and un-repatriated earnings as well as the future earnings of each foreign subsidiary. Accordingly, the Company recorded a deferred tax liability associated with unremitted future earnings of its foreign subsidiaries. The Company continues to consider its investment in each foreign subsidiary to be permanently reinvested and thus has not recorded a deferred tax liability on such amounts.

15. SEGMENT AND GEOGRAPHIC INFORMATION

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 Company markets a complete line of diagnostics products and automated systems which are 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 enable the most compatible match available between patient and donor. These tests are performed for the purpose of blood transfusions and organ and stem cell transplantations.

The Company operates in various geographies. These geographic markets are comprised of the United States, Europe, Canada and other international markets. The majority of the other international markets are considered emerging markets for our business. These 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.

22

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

	Three Months Ended				Nine Months Ended
	February 28		February 29		February 28		February 29
	2017		2016		2017		2016
Net sales by product group:
Transfusion	$	77,881		73,589		236,165		235,296
Transplant & Molecular		16,083		15,304		50,068		46,558
Total	$	93,964		88,893		286,233		281,854

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

	Three Months Ended				Nine Months Ended
	February 28		February 29		February 28		February 29
	2017		2016		2017		2016
Net sales to customers by geography are as follows:
United States	$	59,682		57,435		179,654		179,878
Europe (A)		17,181		16,609		52,756		52,517
Canada		3,721		3,233		11,245		11,084
Other		13,380		11,616		42,578		38,375
Total	$	93,964		88,893		286,233		281,854

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, 2017		May 31, 2016
Long-lived assets (excluding goodwill and intangibles) by geography:
United States	$	55,308		55,080
Europe (B)		15,292		14,729
Canada		3,536		3,543
Other (C)		2,656		2,663
Total	$	76,792		76,015

	As of
	February 28, 2017		May 31, 2016
Concentration of net assets by geography:
United States	$	175,891		200,226
Europe		93,221		102,593
Canada		29,821		28,617
Other (C)		11,494		13,110
Total	$	310,427		344,546

(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.

Sales to any individual customer did not equal or exceed 10% of our net sales during the three months and nine months ended February 28, 2017, or during the three months and nine months ended February 29, 2016.

23

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 or its consolidated variable interest entity. 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.

Refer to Note 3 for information on assets and liabilities of Sentilus LLC, a consolidated variable interest entity, that are included in the Company’s consolidated balance sheet as of February 28, 2017 and May 31, 2016. These assets and liabilities cannot be used to settle the obligations of Immucor, and are not Immucor’s obligation to pay. Accordingly, the condensed consolidated financial information reflects the activity of Sentilus LLC and its related eliminations under the VIE and VIE Eliminations heading. The condensed consolidating financial information of the Company is as follows:

Balance Sheets

IMMUCOR, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

February 28, 2017

(in thousands)

(Unaudited)

	Immucor, Inc.		Guarantors			Non- Guarantors		Eliminations			Immucor, Inc. and Subsidiaries		VIE and VIE eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	4,095		(193	)		5,796		-			9,698		337			10,035
Accounts receivable, net		29,687		6,253			28,180		-			64,120		-			64,120
Intercompany receivable		98,999		39,091			18,687		(156,483	)		294		(294	)		-
Inventories, net		19,630		18,993			12,482		(2,235	)		48,870		-			48,870
Prepaid expenses and other current assets		2,788		240			5,797		-			8,825		-			8,825
Total current assets		155,199		64,384			70,942		(158,718	)		131,807		43			131,850
Property and equipment, net		41,865		12,769			21,484		-			76,118		674			76,792
Investment in subsidiaries		194,061		20,032			3,019		(217,112	)		-		-			-
Goodwill		744,044		62,771			47,816		-			854,631		105			854,736
Other intangible assets, net		453,920		87,570			28,959		-			570,449		18,815			589,264
Other assets		28,268		364			489		(9,871	)		19,250		(8,021	)		11,229
Total assets	$	1,617,357		247,890			172,709		(385,701	)		1,652,255		11,616			1,663,871
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	10,244		4,911			5,144		-			20,299		964			21,263
Intercompany payable		8,643		134,286			13,554		(156,483	)		-		-			-
Accrued interest and interest rate swap liability		7,373		-			-		-			7,373		-			7,373
Accrued expenses and other current liabilities		12,654		4,850			6,376		-			23,880		12			23,892
Income taxes payable		30,026		(29,609	)		3,059		-			3,476		-			3,476
Deferred revenue, current portion		2,204		-			1,016		-			3,220		-			3,220
Current portion of long-term debt		26,633		85			-		-			26,718		-			26,718
Total current liabilities		97,777		114,523			29,149		(156,483	)		84,966		976			85,942
Long-term debt, excluding current portion		1,010,427		-			-		-			1,010,427		-			1,010,427
Deferred income tax liabilities		187,284		3,710			7,707		(863	)		197,838		3,671			201,509
Other long-term liabilities		18,411		45,709			1,317		(9,871	)		55,566		-			55,566
Total liabilities		1,313,899		163,942			38,173		(167,217	)		1,348,797		4,647			1,353,444
Equity:
Shareholders' equity of Immucor, Inc.		303,458		83,948			134,536		(218,484	)		303,458		-			303,458
Noncontrolling interest		-		-			-		-			-		6,969			6,969
Total equity		303,458		83,948			134,536		(218,484	)		303,458		6,969			310,427
Total liabilities and equity	$	1,617,357		247,890			172,709		(385,701	)		1,652,255		11,616			1,663,871

24

IMMUCOR, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

May 31, 2016

(in thousands)

	Immucor, Inc.		Guarantors			Non-Guarantors		Eliminations			Immucor, Inc. and Subsidiaries		VIE and VIE eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	4,058		(187	)		6,356		-			10,227		36			10,263
Accounts receivable, net		28,314		5,866			27,863		-			62,043		-			62,043
Intercompany receivable		98,375		26,311			24,710		(148,502	)		894		(894	)		-
Inventories, net		19,853		17,321			11,415		(1,695	)		46,894		-			46,894
Prepaid expenses and other current assets		3,381		449			4,649		-			8,479		-			8,479
Total current assets		153,981		49,760			74,993		(150,197	)		128,537		(858	)		127,679
Property and equipment, net		39,724		14,713			20,934		-			75,371		644			76,015
Investment in subsidiaries		211,451		20,033			3,019		(234,503	)		-		-			-
Goodwill		744,044		62,771			50,103		-			856,918		105			857,023
Other intangible assets, net		489,871		92,500			31,906		-			614,277		18,820			633,097
Other assets		30,346		274			360		(9,728	)		21,252		(7,433	)		13,819
Total assets	$	1,669,417		240,051			181,315		(394,428	)		1,696,355		11,278			1,707,633
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	10,622		5,517			5,346		-			21,485		744			22,229
Intercompany payable		18,293		117,516			12,693		(148,502	)		-		-			-
Accrued interest and interest rate swap liability		18,869		-			-		-			18,869		-			18,869
Accrued expenses and other current liabilities		10,700		5,230			6,075		-			22,005		4			22,009
Income taxes payable		30,190		(29,838	)		2,233		-			2,585		-			2,585
Deferred revenue, current portion		1,785		-			1,079		-			2,864		-			2,864
Current portion of long-term debt		6,634		172			-		-			6,806		-			6,806
Total current liabilities		97,093		98,597			27,426		(148,502	)		74,614		748			75,362
Long-term debt, excluding current portion		1,007,888		60			-		-			1,007,948		-			1,007,948
Deferred income tax liabilities		201,489		7,070			8,245		(654	)		216,150		6,207			222,357
Other long-term liabilities		22,724		43,099			1,325		(9,728	)		57,420		-			57,420
Total liabilities		1,329,194		148,826			36,996		(158,884	)		1,356,132		6,955			1,363,087
Equity:
Shareholders' equity of Immucor, Inc.		340,223		91,225			144,319		(235,544	)		340,223		-			340,223
Noncontrolling interest		-		-			-		-			-		4,323			4,323
Total equity		340,223		91,225			144,319		(235,544	)		340,223		4,323			344,546
Total liabilities and equity	$	1,669,417		240,051			181,315		(394,428	)		1,696,355		11,278			1,707,633

25

Statements of Operations for the Quarter

IMMUCOR, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended February 28, 2017

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non- Guarantors			Eliminations			Immucor, Inc. and Subsidiaries			VIE and VIE eliminations			Total
Net sales	$	61,765			16,805			34,628			(19,234	)		93,964			-			93,964
Cost of sales (*)		22,155			10,155			22,242			(19,234	)		35,318			-			35,318
Gross profit		39,610			6,650			12,386			-			58,646			-			58,646
Operating expenses:
Research and development		3,572			3,960			240			-			7,772			1,056			8,828
Selling and marketing		6,684			1,865			4,979			-			13,528			-			13,528
Distribution		2,100			296			1,687			-			4,083			-			4,083
General and administrative		6,507			1,144			2,380			-			10,031			15			10,046
Amortization expense		11,970			1,629			508			-			14,107			2			14,109
Total operating expense		30,833			8,894			9,794			-			49,521			1,073			50,594
Income (loss) from operations		8,777			(2,244	)		2,592			-			9,125			(1,073	)		8,052
Non-operating income (expense)
Interest income		241			-			69			(107	)		203			(202	)		1
Interest expense		(22,136	)		(889	)		(63	)		107			(22,981	)		-			(22,981	)
Other, net		1,014			403			(219	)		-			1,198			(1,304	)		(106	)
Total non-operating net expense		(20,881	)		(486	)		(213	)		-			(21,580	)		(1,506	)		(23,086	)
(Loss) income before income taxes		(12,104	)		(2,730	)		2,379			-			(12,455	)		(2,579	)		(15,034	)
(Benefit) provision for income taxes		(4,173	)		(995	)		463			-			(4,705	)		(911	)		(5,616	)
Net (loss) income before earnings of consolidated subsidaries		(7,931	)		(1,735	)		1,916			-			(7,750	)		(1,668	)		(9,418	)
Net income (loss) of consolidated subsidiaries		181			-			-			(181	)		-			-			-
Net (loss) income		(7,750	)		(1,735	)		1,916			(181	)		(7,750	)		(1,668	)		(9,418	)
Net loss attributable to noncontrolling interest		-			-			-			-			-			(1,668	)		(1,668	)
Net (loss) income attributable to shareholders of Immucor, Inc.	$	(7,750	)		(1,735	)		1,916			(181	)		(7,750	)		-			(7,750	)

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

26

IMMUCOR, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended February 29, 2016

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	57,913			14,370			32,288			(15,678	)		88,893
Cost of sales (*)		20,150			8,527			21,132			(15,679	)		34,130
Gross profit		37,763			5,843			11,156			1			54,763
Operating expenses:
Research and development		2,970			3,785			408			(253	)		6,910
Selling and marketing		5,745			2,242			5,264			-			13,251
Distribution		2,288			333			1,534			-			4,155
General and administrative		8,588			1,289			1,929			(27	)		11,779
Amortization expense		11,972			1,082			521			-			13,575
Total operating net expense		31,563			8,731			9,656			(280	)		49,670
Income (loss) from operations		6,200			(2,888	)		1,500			281			5,093
Non-operating income (expense):
Interest income		105			-			54			(111	)		48
Interest expense		(22,253	)		(118	)		(69	)		111			(22,329	)
Other, net		4,086			92			(4,215	)		(280	)		(317	)
Total non-operating net expense		(18,062	)		(26	)		(4,230	)		(280	)		(22,598	)
(Loss) income before income taxes		(11,862	)		(2,914	)		(2,730	)		1			(17,505	)
Benefit for income taxes		(7,727	)		(1,045	)		(73	)		-			(8,845	)
Net (loss) income before earnings of consolidated subsidiaries		(4,135	)		(1,869	)		(2,657	)		1			(8,660	)
Net (loss) income of consolidated subsidiaries		(4,288	)								4,288			-
Net (loss) income		(8,423	)		(1,869	)		(2,657	)		4,289			(8,660	)
Net loss attributable to noncontrolling interest		-			-			(237	)		-			(237	)
Net (loss) income attributable to shareholders of Immucor, Inc.	$	(8,423	)		(1,869	)		(2,420	)		4,289			(8,423	)

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

27

Statements of Operations for the Nine Month periods

IMMUCOR, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

Nine Months Ended February 28, 2017

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Immucor, Inc. and Subsidiaries			VIE and VIE eliminations			Total
Net sales	$	184,721			48,473			107,257			(54,218	)		286,233			-			286,233
Cost of sales (*)		64,628			29,370			70,169			(54,218	)		109,949			-			109,949
Gross profit		120,093			19,103			37,088			-			176,284			-			176,284
Operating expenses:
Research and development		10,910			12,330			563			-			23,803			2,822			26,625
Selling and marketing		22,275			6,133			15,611			-			44,019			-			44,019
Distribution		6,559			942			5,147			-			12,648			-			12,648
General and administrative		21,825			3,828			6,391			-			32,044			67			32,111
Amortization expense		35,912			4,930			1,569			-			42,411			5			42,416
Total operating expense		97,481			28,163			29,281			-			154,925			2,894			157,819
Income (loss) from operations		22,612			(9,060	)		7,807			-			21,359			(2,894	)		18,465
Non-operating income (expense):
Interest income		628			5			263			(299	)		597			(588	)		9
Interest expense		(66,800	)		(2,596	)		(106	)		299			(69,203	)		-			(69,203	)
Other, net		7,845			1,282			(6,078	)		-			3,049			(3,709	)		(660	)
Total non-operating net expense		(58,327	)		(1,309	)		(5,921	)		-			(65,557	)		(4,297	)		(69,854	)
(Loss) income before income taxes		(35,715	)		(10,369	)		1,886			-			(44,198	)		(7,191	)		(51,389	)
(Benefit) provision for income taxes		(15,554	)		(3,093	)		2,072			-			(16,575	)		(2,537	)		(19,112	)
Net loss before earnings of consolidated subsidaries		(20,161	)		(7,276	)		(186	)		-			(27,623	)		(4,654	)		(32,277	)
Net (loss) income of consolidated subsidiaries		(7,462	)		-			-			7,462			-			-			-
Net (loss) income		(27,623	)		(7,276	)		(186	)		7,462			(27,623	)		(4,654	)		(32,277	)
Net loss attributable to noncontrolling interest		-			-			-			-			-			(4,654	)		(4,654	)
Net (loss) income attributable to shareholders of Immucor, Inc.	$	(27,623	)		(7,276	)		(186	)		7,462			(27,623	)		-			(27,623	)

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

28

IMMUCOR, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

Nine Months Ended February 29, 2016

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	185,196			43,423			102,718			(49,483	)		281,854
Cost of sales (*)		62,491			26,605			67,047			(49,483	)		106,660
Gross profit		122,705			16,818			35,671			-			175,194
Operating expenses:
Research and development		8,919			11,088			746			(253	)		20,500
Selling and marketing		18,820			7,745			15,492			-			42,057
Distribution		7,224			1,056			4,689			-			12,969
General and administrative		22,683			4,117			6,360			(27	)		33,133
Amortization expense		35,916			3,238			1,591			-			40,745
Total operating net expense		93,562			27,244			28,878			(280	)		149,404
Income (loss) from operations		29,143			(10,426	)		6,793			280			25,790
Non-operating income (expense):
Interest income		183			-			114			(165	)		132
Interest expense		(66,997	)		(350	)		(93	)		165			(67,275	)
Other, net		5,046			(154	)		(4,978	)		(280	)		(366	)
Total non-operating net expense		(61,768	)		(504	)		(4,957	)		(280	)		(67,509	)
(Loss) income before income taxes		(32,625	)		(10,930	)		1,836			-			(41,719	)
(Benefit) provision for income taxes		(11,612	)		(3,833	)		1,399			-			(14,046	)
Net (loss) income before earnings of consolidated subsidiaries		(21,013	)		(7,097	)		437			-			(27,673	)
Net (loss) income of consolidated subsidiaries		(6,423	)		-			-			6,423			-
Net (loss) income		(27,436	)		(7,097	)		437			6,423			(27,673	)
Net loss attributable to noncontrolling interest		-			-			(237	)		-			(237	)
Net (loss) income attributable to shareholders of Immucor, Inc.	$	(27,436	)		(7,097	)		674			6,423			(27,436	)

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

29

Statements of Cash Flows for the Nine Month periods          

IMMUCOR, INC.

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

Nine Months Ended February 28, 2017

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non- Guarantors			Eliminations			Immucor, Inc. and Subsidiaries			VIE and VIE elimination			Total
Net cash (used in) provided by operating activities	$	(5,034	)		1,337			9,187			(5,132	)		358			(6,857	)		(6,499	)
Net cash used in investing activities		(2,414	)		(1,196	)		(663	)		(3,903	)		(8,176	)		(142	)		(8,318	)
Net cash provided by (used in) financing activities		7,345			(147	)		(8,744	)		8,744			7,198			7,300			14,498
Effect of exchange rate changes on cash and cash equivalents		140			-			(340	)		291			91			-			91
Increase (decrease) in cash and cash equivalents		37			(6	)		(560	)		-			(529	)		301			(228	)
Cash and cash equivalents at beginning of period		4,058			(187	)		6,356			-			10,227			36			10,263
Cash and cash equivalents at end of period	$	4,095			(193	)		5,796			-			9,698			337			10,035

IMMUCOR, INC.

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

Nine Months Ended February 29, 2016

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
Net cash provided by (used in) operating activities	$	10,666			1,423			(1,600	)		(3,648	)		6,841
Net cash (used in) provided by investing activities		(8,860	)		(1,671	)		3,890			(6,009	)		(12,650	)
Net cash (used in) provided by financing activities		(6,475	)		(7	)		(3,517	)		9,517			(482	)
Effect of exchange rate changes on cash and cash equivalents		269			-			(291	)		140			118
Decrease in cash and cash equivalents		(4,400	)		(255	)		(1,518	)		-			(6,173	)
Cash and cash equivalents at beginning of period		7,080			(263	)		11,546			-			18,363
Cash and cash equivalents at end of period	$	2,680			(518	)		10,028			-			12,190

17. OTHER EQUITY MATTERS

In the first nine months of fiscal year 2017, the Company paid dividends of $7.3 million to its Parent to fund Sentilus LLC activities, and $0.4 million to fund stock redemption and tax payments made by IVD Holdings Inc.

18. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Immucor and BioArray Solutions Limited (“BioArray”), a wholly owned subsidiary of Immucor, are defendants in an action brought in August 2014 by Rutgers, the State University of New Jersey (“Rutgers”), in the Superior Court of New Jersey for Middlesex County, alleging breach of contract and fraud claims under a patent license between Rutgers and BioArray. The Company has removed the case to the United States District Court for the District of New Jersey, and the plaintiffs are seeking to remand the case back to state court. The Company believes the claims are without merit and that it has meritorious defenses. While the Company believes the amount of any liability resulting from this claim is unlikely and cannot be estimated at this time, the Company does not expect any potential liability would be material to the Company’s operations or to its financial condition.

30

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 its consolidated financial position, result of operations or cash flow.

Purchase Commitments

Purchase commitments made in the normal course of business were $36.1 million as of February 28, 2017. These purchases were primarily for inventory items. The following is a schedule of the approximate future payments for purchase commitments as of February 28, 2017 (in thousands):

Year ended May 31:
2017	$	10,831
2018		12,705
2019		7,337
2020		3,498
2021		1,750
Total	$	36,121

19. SUBSEQUENT EVENTS

On March 31, 2017, the Compensation Committee approved an 85,000 increase in the restricted stock units eligible for grant under the Company's 2011 Equity Incentive Plan. The 85,000 restricted stock units were granted with an aggregate fair value of approximately $7.2 million.

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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 products and services.

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 Year 2017

Operations -

● The closing of the Stamford, Connecticut facility as announced in April 2016 is on schedule for completion in April 2017 with most of the activity relocating to our Waukesha, Wisconsin site. We continue to anticipate that the costs involved in closing the facility will be recovered within approximately 12 months.

Results of Operations

The following table sets forth items from the consolidated statements of operations as reported for each period (in thousands, except percentages).

	Three Months Ended
	February 28			February 29			Change
	2017			2016			Amount			%
Net sales	$	93,964			88,893			5,071			5.7
Cost of sales (*)		35,318			34,130			1,188			3.5
Gross profit		58,646			54,763			3,883			7.1
Operating expenses:
Research and development		8,828			6,910			1,918			27.8
Selling and marketing		13,528			13,251			277			2.1
Distribution		4,083			4,155			(72	)		(1.7	)
General and administrative		10,046			11,779			(1,733	)		(14.7	)
Amortization expense		14,109			13,575			534			3.9
Total operating expenses		50,594			49,670			924			1.9
Income from operations		8,052			5,093			2,959			58.1
Non-operating income (expense):
Interest income		1			48			(47	)		**
Interest expense		(22,981	)		(22,329	)		(652	)		2.9
Other, net		(106	)		(317	)		211			(66.6	)
Total non-operating net expense		(23,086	)		(22,598	)		(488	)		2.2
Loss before income taxes		(15,034	)		(17,505	)		2,471			(14.1	)
Benefit for income taxes		(5,616	)		(8,845	)		3,229			(36.5	)
Net loss		(9,418	)		(8,660	)		(758	)		8.8
Net loss attributable to noncontrolling interest		(1,668	)		(237	)		(1,431	)		**
Net loss attributable to shareholders of Immucor, Inc.	$	(7,750	)		(8,423	)		673			(8.0	)

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

(**) Calculation is not meaningful.

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	Nine Months Ended
	February 28			February 29			Change
	2017			2016			Amount			%
Net sales	$	286,233			281,854			4,379			1.6
Cost of sales (*)		109,949			106,660			3,289			3.1
Gross profit		176,284			175,194			1,090			0.6
Operating expenses:
Research and development		26,625			20,500			6,125			29.9
Selling and marketing		44,019			42,057			1,962			4.7
Distribution		12,648			12,969			(321	)		(2.5	)
General and administrative		32,111			33,133			(1,022	)		(3.1	)
Amortization expense		42,416			40,745			1,671			4.1
Total operating expenses		157,819			149,404			8,415			5.6
Income from operations		18,465			25,790			(7,325	)		(28.4	)
Non-operating income (expense):
Interest income		9			132			(123	)		(93.2	)
Interest expense		(69,203	)		(67,275	)		(1,928	)		2.9
Other, net		(660	)		(366	)		(294	)		80.3
Total non-operating net expense		(69,854	)		(67,509	)		(2,345	)		3.5
Loss before income taxes		(51,389	)		(41,719	)		(9,670	)		23.2
Benefit for income taxes		(19,112	)		(14,046	)		(5,066	)		36.1
Net loss		(32,277	)		(27,673	)		(4,604	)		16.6
Net loss attributable to noncontrolling interest		(4,654	)		(237	)		(4,417	)		**
Net loss attributable to shareholders of Immucor, Inc.	$	(27,623	)		(27,436	)		(187	)		0.7

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

(**) Calculation is not meaningful.

Three Months Ended February 28, 2017 and February 29, 2016:

Net sales were $94.0 million for the three months ended February 28, 2017 as compared with $88.9 million for the three months ended February 29, 2016, an increase of $5.1 million or 5.7%. This increase in net sales is described in the discussion below on net sales by product group. Net sales by product group are presented in the following table (in thousands except percentages):

	Three Months Ended
	February 28		February 29		Change
	2017		2016		Amount		%
Net sales by product group:
Transfusion	$	77,881		73,589		4,292		5.8
Transplant & Molecular		16,083		15,304		779		5.1
Total	$	93,964		88,893		5,071		5.7

Transfusion: Net sales of our Transfusion products for the three months ended February 28, 2017 were $77.9 million as compared with $73.6 million for the three months ended February 29, 2016, an increase of $4.3 million or 5.8%. The increase over the prior year was driven by growth in both reagent and instrument revenue. The fiscal year 2017 quarter also benefited from the timing of shipments in the U.S. related to the ship cycle schedule which resulted in higher reagent sales volumes. Net sales were negatively affected by changes in foreign currency exchange rates, primarily related to the Euro and British Pound.

Transplant & Molecular: Net sales of our Transplant and Molecular products were $16.1 million for the three months ended February 28, 2017 as compared with $15.3 million for the three months ended February 29, 2016, an increase of $0.8 million or 5.1%. The increase was driven by growth in our Transplant products with the strongest performance outside the U.S. Net sales were higher for both our LIFECODES-branded Transplant products and our new MIA FORA next generation sequencing (“NGS”) offering which is being adopted by more customers. Net sales were negatively affected by changes in foreign currency exchange rates, primarily the Euro and British Pound.

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Gross profit increased $3.9 million or 7.1% for the three months ended February 28, 2017 compared with the three months ended February 29, 2016. Gross profit as a percentage of consolidated net sales was 62.4% in the third quarter of fiscal year 2017 compared with 61.6% in the third quarter of fiscal year 2016. The higher gross profit and gross profit as a percent of sales were driven by higher reagent sales in the U.S. primarily due to a change in timing of shipments, partially offset by higher costs related to the closure of our Stamford, Connecticut manufacturing facility.

Research and development expenses were $8.8 million in the third quarter of fiscal year 2017 as compared with $6.9 million in the same period in the prior fiscal year, an increase of $1.9 million, or 27.8%. The increase in expenses was primarily related to increased activity for Sentilus LLC and the Sirona operation which was acquired in March 2016.

Selling and marketing expenses were $13.5 million in the third quarter of fiscal year 2017 as compared with $13.2 million in the same period in the prior fiscal year, an increase of $0.3 million or 2.1%. The increase was driven by higher employee-related costs partially offset by lower regulatory expenses.

Distribution expenses were $4.1 million in the three months ended February 28, 2017 as compared with $4.2 million in the three months ended February 29, 2016, a decrease of $0.1 million or 1.7%.

General and administrative expenses were $10.0 million in the three months ended February 28, 2017 as compared with $11.8 million in the three months ended February 29, 2016, a decrease of $1.7 million, or 14.7%. The decrease was primarily driven by lower legal fees and higher prior year expenses related to the Sirona acquisition and the legal entity restructuring.

Amortization expense was $14.1 million in the three months ended February 28, 2017 as compared with $13.6 million in the three months ended February 29, 2016, an increase of $0.5 million, or 3.9%. The increase was primarily due to additional amortization costs related to the Sirona acquisition.

Non-operating expense was $23.1 million for the three months ended February 28, 2017 as compared with $22.6 million for the three months ended February 29, 2016, an increase of $0.5 million, or 2.2%. The increase in non-operating net expense was mainly due to an increase in interest expense, partially offset by a favorable change in the exchange gains and losses in the third quarter of fiscal year 2017 as compared with the third quarter of fiscal year 2016. Interest expense increased primarily due to higher accretion recorded on our contingent consideration liabilities of $0.7 million due to the Sirona acquisition completed in March 2016.

The effective tax rate for the three months ended February 28, 2017 and for the three months ended February 29, 2016 was 37.4% and 50.5%, respectively.  The difference between the federal statutory rate and the effective tax rate for the quarters ended February 28, 2017 and February 29, 2016 was primarily due to the income subject to tax in the various tax jurisdictions with rates that differ from the U.S. statutory tax rate and the impact of recording U.S. income taxes associated with current and future distributions of foreign earnings. In addition, the fiscal year 2016 effective tax rate was impacted by changes in the U.S. tax law related to the R&D tax credit.

34

Nine months Ended February 28, 2017 and February 29, 2016:

Net sales were $286.2 million for the nine months ended February 28, 2017 as compared with $281.9 million for the nine months ended February 29, 2016, an increase of $4.4 million, or 1.6%. 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):

	Nine Months Ended
	February 28		February 29		Change
	2017		2016		Amount		%
Net sales by product group:
Transfusion	$	236,165		235,296		869		0.4
Transplant & Molecular		50,068		46,558		3,510		7.5
Total	$	286,233		281,854		4,379		1.6

Transfusion: Net sales of our Transfusion products for the nine months ended February 28, 2017 were $236.2 million as compared with $235.3 million for the nine months ended February 29, 2016, an increase of $0.9 million, or 0.4%. The increase was primarily driven by higher instrument sales. Growth of reagent revenue in the emerging markets was offset by lower reagent volume in the U.S. due the timing of shipments related to the ship cycle schedule. Changes in foreign currency exchange rates had a slightly negative effect on net sales of Transfusion products.

Transplant & Molecular: Net sales of our Transplant & Molecular products for the nine months ended February 28, 2017 were $50.1 million as compared with $46.6 million for the nine months ended February 29, 2016, an increase of $3.5 million or 7.5%. The increase was driven by growth in our Transplant products with the strongest performance outside the U.S. Net sales were higher for both our LIFECODES-branded Transplant products and our new MIA FORA NGS offering, which is being adopted by more customers. The year-over-year increase was also driven by higher sales of products related to a change in donor screening guidelines in the U.S. Net sales were negatively affected by changes in foreign currency exchange rates, primarily the Euro and British Pound, for the first nine months of fiscal year 2017 compared to the same period in fiscal year 2016.

Gross profit increased by $1.1 million or 0.6% for the nine months ended February 28, 2017 as compared with the nine months ended February 29, 2016. Gross profit as a percentage of consolidated net sales was 61.6% in the first nine months of fiscal year 2017 compared with 62.2% in the previous fiscal year. The lower gross profit percentage was driven by lower volume of reagent products due to the timing of shipments related to the ship cycle schedule as well as by higher costs related to the closure of our Stamford, Connecticut manufacturing facility and other one-time expenses.

Research and development expenses were $26.6 million for the nine months ended February 28, 2017 as compared with $20.5 million for the nine months ended February 29, 2016. The increase of $6.1 million or 29.9% was primarily due to increased activity for Sentilus LLC and the Sirona operation which was acquired in March 2016.

Selling and marketing expenses were $44.0 million for the nine months ended February 28, 2017 as compared with $42.1 million for the nine months ended February 29, 2016. The increase in selling and marketing expenses of $1.9 million, or 4.7% was primarily attributable to employee-related costs, and higher marketing-related expenses associated with new product offerings and markets.

Distribution expenses were $12.6 million for the nine months ended February 28, 2017 as compared with $12.9 million for the nine months ended February 29, 2016, a decrease of $0.3 million, or 2.5%.

General and administrative expenses were $32.1 million for the nine months ended February 28, 2017 as compared with $33.1 million for the nine months ended February 29, 2016. The decrease in general and administrative expenses of $1.0 million, or 3.1%, was mainly due to lower legal expenses in the current year and higher costs in the prior year related to the acquisition of Sirona and the legal entity restructuring, partially offset by higher costs in the current fiscal year related to the closure of our Stamford, Connecticut manufacturing facility.

Amortization expense was $42.4 million for the nine months ended February 28, 2017 as compared with $40.7 million for the nine months ended February 29, 2016, an increase of $1.7 million, or 4.1%. The increase was primarily due to the amortization of costs related to the Sirona acquisition in March 2016.

35

Non-operating expense was $69.9 million for the nine months ended February 28, 2017 as compared with $67.5 million for the nine months ended February 29, 2016, an increase of $2.3 million, or 3.5%. The increase in non-operating net expense was mainly due to an increase in interest expense and an unfavorable change in the exchange gains and losses recorded in the first nine months of fiscal year 2017 as compared with the first nine months of fiscal year 2016. Interest expense increased primarily due to higher accretion recorded on our contingent consideration liabilities of $2.2 million due to the Sirona acquisition completed in March 2016.

The effective tax rate for the nine months ended February 28, 2017 and the nine months ended February 29, 2016 was 37.2% and 33.7%, respectively.  The effective tax rate for the fiscal year 2017 period was higher than the effective tax rate for the corresponding period in fiscal year 2016 primarily due to the income subject to tax in the various tax jurisdictions with rates that differ from the U.S. statutory rate, the impact of recording U.S. income taxes associated with the future remittance of its un-repatriated foreign earnings, adjustments to reconcile the fiscal year 2016 tax provision to the filed income tax returns, and due to the reversal of uncertain tax positions (net of the corresponding reduction in competent authority assets) resulting from the completion of a foreign income tax examination during the second quarter of fiscal year 2017. In addition, the fiscal year 2016 effective tax rate was impacted by changes in the U.S. tax law related to the R&D tax credit.

Future Trends

With the acquisition of the Sirona business on March 4, 2016, and the planned increase in activities of the Sentilus LLC business, we expect that our research and development expenses will continue to be higher for the remainder of fiscal year 2017 as compared with the previous year. Refer to Note 2 of the consolidated financial statements for additional information on the Sirona acquisition.

We plan to consolidate our LIFECODES facilities and have announced the closure of our Stamford, Connecticut operation in April 2017. We anticipate that the costs involved in closing this facility will be recovered within approximately 12 months.

Non-GAAP Disclosures

Like-For-Like Net Sales

Like-For-Like Net Sales is a non-GAAP financial measure and is presented in this report because we consider it an important supplemental measure and believe that it is useful in the evaluation of the financial performance of the Company. Like-For-Like Net Sales is Net sales as reported in accordance with United States generally accepted accounting principles ("GAAP") with an adjustment to remove the impact of ship cycle differences and foreign currency exchange rates on net sales for the periods presented in this quarterly report. We believe that the presentation of Like-For-Like Net Sales enhances an investor’s understanding of our financial performance as the metric provides a view of the financial performance on a more comparable basis. Like-For-Like Net Sales for the three and nine months ended February 28, 2017 and February 29, 2016, is calculated as follows (in thousands):

	Transfusion Sales										Transplant & Molecular Sales								Total Sales
	Three Months Ended										Three Months Ended								Three Months Ended
	February 28 2017			February 29 2016		$ Variance			% Variance		February 28 2017		February 29 2016		$ Variance		% Variance		February 28 2017			February 29 2016		$ Variance			% Variance
Net sales as reported per GAAP	$	77,881			73,589		4,292			5.8		16,083		15,304		779		5.1		93,964			88,893		5,071			5.7
Foreign currency impact		416			-		416			-		320		-		320		-		736			-		736			-
Ship cycle impact		(3,464	)		-		(3,464	)		-		-		-		-		-		(3,464	)		-		(3,464	)		-
Like-For-Like	$	74,833			73,589		1,244			1.7		16,403		15,304		1,099		7.2		91,236			88,893		2,343			2.6

	Transfusion Sales								Transplant & Molecular Sales								Total Sales
	Nine Months Ended								Nine Months Ended								Nine Months Ended
	February 28 2017		February 29 2016		$ Variance		% Variance		February 28 2017		February 29 2016		$ Variance		% Variance		February 28 2017		February 29 2016		$ Variance		% Variance
Net sales as reported per GAAP	$	236,165		235,296		869		0.4		50,068		46,558		3,510		7.5		286,233		281,854		4,379		1.6
Foreign currency impact		321		-		321		-		811		-		811		-		1,132		-		1,132		-
Ship cycle impact		1,555		-		1,555		-		-		-		-		-		1,555		-		1,555		-
Like-For-Like	$	238,041		235,296		2,745		1.2		50,879		46,558		4,321		9.3		288,920		281,854		7,066		2.5

After adjusting for the impact of ship cycles and changes in foreign currency exchange rates, total Like-For-Like Net Sales increased by $2.3 million, or 2.6%, in the third quarter of fiscal year 2017 as compared with the prior year quarter. After adjusting for the impact of ship cycles and changes in exchange rates, Transfusion net sales, on a Like-For-Like basis, increased by $1.2 million, or 1.7%, in the third quarter as compared with the prior year quarter. Transplant & Molecular net sales, on a Like-For-Like basis, increased by $1.1 million, or 7.2%, after adjusting for the impact of changes in foreign currency exchange rates.

36

After adjusting for the impact of ship cycles and changes in foreign currency exchange rates, total Like-For-Like Net Sales increased by $7.1 million, or 2.5%, for the nine months ended February 28, 2017 as compared with the nine months ended February 29, 2016. After adjusting for the impact of ship cycles and changes in exchange rates, Transfusion net sales, on a Like-For-Like basis, increased by $2.7 million, or 1.2%, in the first nine months of the fiscal year as compared with the first nine months of the prior year. Transplant & Molecular net sales, on a Like-For-Like basis, increased by $4.3 million, or 9.3%, after adjusting for the impact of changes in foreign currency exchange rates.

EBITDA and Adjusted EBITDA

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 as the metric provides a view of the financial performance before financing and tax considerations. 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 metric used by management and investors to assess our financial performance from period to period and is the metric that is applied to valuation scenarios. EBITDA and Adjusted EBITDA do not purport to be an alternative to net income (loss) 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.

37

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, 2017, and the three months and nine months ended February 29, 2016 are calculated as follows (in thousands):

	Three Months Ended						Nine Months Ended
	February 28			February 29			February 28			February 29
	2017			2016			2017			2016
Net loss	$	(9,418	)		(8,660	)		(32,277	)		(27,673	)
Interest expense, net		22,980			22,281			69,194			67,143
Income tax benefit		(5,616	)		(8,845	)		(19,112	)		(14,046	)
Depreciation and amortization		17,895			17,200			54,072			51,417
EBITDA		25,841			21,976			71,877			76,841
Adjustments to EBITDA:
Stock-based compensation (i)		1,024			1,265			3,496			4,045
Acquisition expenses, net (ii)		90			879			294			950
Sponsor fee (iii)		750			825			2,438			2,428
Non-cash impact of purchase accounting (iv)		-			112			43			339
Certain non-recurring expenses and other (v)		3,522			4,188			12,854			10,959
Adjusted EBITDA	$	31,227			29,245			91,002			95,562
Adjusted EBITDA attributable to shareholders of Immucor, Inc. (vi)	$	33,563			29,245			97,486			95,562

i. Represents non-cash stock-based compensation.

ii. Represents items related to acquisition activities including legal, accounting and other costs.

iii. Represents management fees and other charges associated with a management services agreement with TPG Capital, L.P.

iv. Represents non-cash expenses, such as deferred rent.

v. Represents certain items we believe are not representative of our core business that are not included in the adjustments above, including personnel and business optimization costs.

vi. Excludes Adjusted EBITDA amounts attributable to Sentilus LLC.

Liquidity and Capital Resources

Cash flow

Our principal source of liquidity is our operating cash flow, which is expected to be positive on an annual basis. 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 year 2017, our cash and cash equivalents decreased by $0.2 million to $10.0 million as of February 28, 2017. The decrease was primarily due to cash used in operating activities of $6.5 million and investing activities of $8.3 million, as well as repayments of our long-term debt of $5.1 million in the first nine months of fiscal year 2017. This decrease in cash and cash equivalents was partially offset by cash provided by net borrowings of $20.0 million from our Revolving Facilities. The cash balance at February 28, 2017 includes cash of $5.8 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 year 2016, our cash and cash equivalents decreased by $6.2 million to $12.2 million as of February 29, 2016. The decrease was primarily due to investments in new businesses, additional property and equipment, and an additional loan to Sirona of $4.9 million, as well as repayments of our long-term debt of $5.0 million in the first nine months of fiscal year 2016. These decreases in cash and cash equivalents were partially offset by positive cash flow contributed by our operating activities of approximately $6.8 million and $4.5 million of borrowings from our Revolving Facilities.

Operating activities

Operating activities used $6.5 million of cash and cash equivalents in the first nine months of fiscal year 2017 as compared with $6.8 million of cash provided by operating activities in the first nine months of fiscal year 2016.  The decrease in cash provided by operating activities was mainly due to higher operating expenses driven by an increase in investment in research and development activities for our Sentilus LLC and Sirona operations in the first nine months of fiscal year 2017 as compared with the same period of the previous year, and an increase in working capital requirements.

38

Investing activities

In the first nine months of fiscal year 2017, we used $8.2 million of cash to purchase property and equipment to upgrade certain financial and operating systems and to facilitate the consolidation of our LIFECODES facilities. In the first nine months of fiscal year 2016, we used $7.1 million of cash to purchase property and equipment and to upgrade certain financial and operating systems, $4.9 million to fund an additional loan to Sirona, and $0.8 million to acquire the assets of a Reference Lab.

Financing activities

In the first nine months of fiscal year 2017, we used cash from financing activities of $5.1 million for repayments of our long-term debt. We borrowed $85.5 million and repaid $65.5 million from our Revolving Facilities, and had $20.0 million outstanding under our Revolving Facilities as of February 28, 2017. In addition, we paid a $7.3 million dividend to IVD Holdings B Inc. to fund the activities of Sentilus LLC, received $7.3 million in proceeds from a capital contribution made to the noncontrolling interest, and paid a $0.4 million dividend to fund stock redemption and tax payments made by IVD Holdings Inc. In the first nine months of fiscal year 2016, we used cash from financing activities of $5.0 million for repayments of our long-term debt. We also borrowed $48.0 million and repaid $43.5 million from our Revolving Facilities, and had $4.5 million outstanding under our Revolving Facilities as of February 29, 2016.

Future Cash Requirements and Restrictions

Our Term Loan Facility requires quarterly principal payments equal to 0.25% of the original principal amount of the loan 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 $32.2 million, respectively, 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, 2017, we had principal of $1,036.8 million of long-term borrowings outstanding under our Term Loan Facility and the Notes, and $20.0 million outstanding on the Revolving Facilities.  Our net total available borrowings under our Revolving Facilities were $60.0 million as of February 28, 2017.

We expect that recurring capital expenditures during fiscal year 2017 will range from $10.0 million to $12.0 million. These expenditures will be used to purchase equipment that increases or enhances capacity and productivity, upgrade certain financial systems, and consolidate our LIFECODES facilities. 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 Facilities of our Senior Credit Facilities 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, 2017, our material cash commitments and contractual obligations have not changed significantly from those disclosed in our Annual Report for the year ended May 31, 2016.

Off-Balance Sheet Arrangements

We have no off-balance sheet financial arrangements as of February 28, 2017.

39

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with 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, 2016.

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 facts or current conditions or that are not purely historical. Many of these statements appear, in particular, under the headings “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” When used in this report, the words “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 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 failure of customers to efficiently integrate our products into their operations;

• the rate of adoption by customers of new technologies and products;

• 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 “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

There may be other factors of which we are currently unaware of or deem immaterial that may cause our actual results to differ materially from the forward-looking statements.

All forward-looking statements attributable to us 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 publicly 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 ITEM 1A of this report, and in the Company’s Annual Report on Form 10-K for the year ended May 31, 2016.

40

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

As of February 28, 2017, there have been no material changes regarding our 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, 2016.

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, 2017. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of February 28, 2017, 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 three months ended February 28, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

41

PART II

OTHER INFORMATION

ITEM 1. Legal Proceedings

We (Immucor, Inc. and BioArray Solutions Limited (“BioArray”), a wholly owned subsidiary of Immucor, Inc.) are defendants in an action brought in August 2014 by Rutgers, the State University of New Jersey (“Rutgers”), in the Superior Court of New Jersey for Middlesex County, alleging breach of contract and fraud claims under a patent license between Rutgers and BioArray. We have removed the case to the United States District Court for the District of New Jersey, and the plaintiffs are seeking to remand the case back to state court. We believe the claims are without merit and that we have meritorious defenses. While we believe that the amount of any liability resulting from this claim is unlikely and cannot be estimated at this time, we do not expect any potential liability would be material to our results of operations or financial condition.

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, 2016. 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.

ITEM 5. Other Information

None

42

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 11, 2017	By:	/s/ Jeffrey R. Binder
		Jeffrey R. Binder, President and Chief Executive Officer
		(Principal Executive Officer)
Date:                 April 11, 2017	By:	/s/ Dominique Petitgenet
		Dominique Petitgenet, Chief Financial Officer and Vice President, Operations
		(Principal Financial and Accounting Officer)

43

EX-31.1

Exhibit 31.1

I, Jeffrey R. Binder, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Immucor, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 11, 2017

/s/ Jeffrey R. Binder                                  

Jeffrey R. Binder

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

I, Dominique Petitgenet, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Immucor, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-l5(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 11, 2017

/s/ Dominique Petitgenet

Dominique Petitgenet

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the period ended February 28, 2017 (the “Report”) of Immucor, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I certify, to the best of my knowledge, that:

(1)     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

April 11, 2017	By:	/s/ Jeffrey R. Binder
		Jeffrey R. Binder
		President and Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the period ended February 28, 2017 (the “Report”) of Immucor, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I certify, to the best of my knowledge, that:

(1)     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

April 11, 2017	By:	/s/ Dominique Petitgenet
		Dominique Petitgenet
		Chief Financial Officer
		(Principal Financial Officer)

XML

Document And Entity Information - shares	9 Months Ended
	Feb. 28, 2017	Apr. 11, 2017
Document Information [Line Items]
Entity Registrant Name	Immucor Inc
Entity Central Index Key	0000736822
Trading Symbol	blud
Current Fiscal Year End Date	--05-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		100
Document Type	10-Q
Document Period End Date	Feb. 28, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Amendment Flag	false

XML

Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Feb. 28, 2017	May 31, 2016
Current Assets:
Cash and cash equivalents	$ 10,035	$ 10,263
Trade accounts receivable, net of allowance for doubtful accounts of $1,050 and $2,114 at February 28, 2017 and May 31, 2016, respectively	64,120	62,043
Inventories, net	48,870	46,894
Prepaid expenses and other current assets	8,825	8,479
Total current assets	131,850	127,679
Property and equipment, net	76,792	76,015
Goodwill	854,736	857,023
Intangible assets, net	589,264	633,097
Other assets	11,229	13,819
Total assets	1,663,871	1,707,633
Current Liabilities:
Accounts payable	21,263	22,229
Accrued interest and interest rate swap liability	7,373	18,869
Accrued expenses and other current liabilities	23,892	22,009
Income taxes payable	3,476	2,585
Deferred revenue, current portion	3,220	2,864
Current portion of long-term debt	26,718	6,806
Total current liabilities	85,942	75,362
Long-term debt, excluding current portion	1,010,427	1,007,948
Deferred income tax liabilities	201,509	222,357
Other long-term liabilities	55,566	57,420
Total liabilities	1,353,444	1,363,087
Commitments and Contingencies (Note 18)
Equity:
Common stock, $0.00 par value, 100 shares authorized, issued and outstanding as of February 28, 2017 and May 31, 2016, respectively
Additional paid-in capital	750,026	753,709
Accumulated deficit	(401,702)	(374,079)
Accumulated other comprehensive loss	(44,866)	(39,407)
Total shareholders' equity of Immucor, Inc.	303,458	340,223
Equity of noncontrolling interest (Note 3)	6,969	4,323
Total equity	310,427	344,546
Total liabilities and equity	$ 1,663,871	$ 1,707,633

XML

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands, $ in Thousands	Feb. 28, 2017	May 31, 2016
Allowance for doubtful accounts	$ 1,050	$ 2,114
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	100	100
Common stock, shares issued (in shares)	100	100
Common stock, shares outstanding (in shares)	100	100

XML

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
		Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016	May 31, 2016
Net sales		$ 93,964	$ 88,893	$ 286,233	$ 281,854
Cost of sales (*)	[1],[2]	35,318	34,130	109,949	106,660
Gross profit		58,646	54,763	176,284	175,194
Operating expenses:
Research and development		8,828	6,910	26,625	20,500
Selling and marketing		13,528	13,251	44,019	42,057
Distribution		4,083	4,155	12,648	12,969
General and administrative		10,046	11,779	32,111	33,133
Amortization expense		14,109	13,575	42,416	40,745
Total operating expenses		50,594	49,670	157,819	149,404
Income from operations		8,052	5,093	18,465	25,790
Non-operating income (expense):
Interest income		1	48	9	132
Interest expense		(22,981)	(22,329)	(69,203)	(67,275)
Other, net		(106)	(317)	(660)	(366)
Total non-operating expense		(23,086)	(22,598)	(69,854)	(67,509)
Loss before income taxes		(15,034)	(17,505)	(51,389)	(41,719)
Benefit for income taxes		(5,616)	(8,845)	(19,112)	(14,046)
Net loss		(9,418)	(8,660)	(32,277)	(27,673)	$ (43,767)
Net loss attributable to noncontrolling interest		(1,668)	(237)	(4,654)	(237)
Net loss attributable to shareholders of Immucor, Inc.		(7,750)	(8,423)	(27,623)	(27,436)
Net sales		93,964	88,893	286,233	281,854
Cost of sales (*)	[1],[2]	35,318	34,130	109,949	106,660
Gross profit		$ 58,646	$ 54,763	$ 176,284	$ 175,194

[1] Cost of sales is exclusive of amortization expense which is shown separately within operating expenses.

[2] Cost of sales is exclusive of amortization expense which is shown separately within operating expenses.

XML

Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016
Net (loss) income	$ (9,418)	$ (8,660)	$ (32,277)	$ (27,673)
Other comprehensive income, net of tax:
Foreign currency translation adjustments	930	1,795	(5,553)	(3,680)
Changes in fair value of cash flow hedges:
Portion of cash flow hedges recognized in other comprehensive income		108	155	417
Less: reclassification adjustment for gains included in net loss		3	(61)	(168)
Net changes in fair value of cash flow hedges		111	94	249
Other comprehensive income	930	1,906	(5,459)	(3,431)
Comprehensive loss	(8,488)	(6,754)	(37,736)	(31,104)
Comprehensive loss attributable to the noncontrolling interest	(1,668)	(237)	(4,654)	(237)
Comprehensive loss attributable to shareholders of Immucor, Inc.	(6,820)	(6,517)	(33,082)	(30,867)
Net (loss) income	$ (9,418)	$ (8,660)	$ (32,277)	$ (27,673)

XML

Consolidated Statement of Changes In Equity (Current Period Unaudited) - USD ($) $ in Thousands		Common Stock [Member]		Additional Paid-in Capital [Member]		Retained Earnings [Member]		AOCI Attributable to Parent [Member]		Noncontrolling Interest [Member]	Total
Balance (in shares) at May. 31, 2015	[1]	100
Balance at May. 31, 2015				$ 755,234	[1]	$ (331,989)	[1]	$ (39,564)	[1]		$ 383,681
Share-based compensation expense				5,326	[1]						5,326
Activities with IVD Holdings Inc.				(851)	[1]						(851)
Non-cash dividend distributed				(6,000)	[1]						(6,000)
Equity of noncontrolling interest										6,000	6,000
Net loss						(42,090)	[1]			(1,677)	(43,767)
Foreign currency translation adjustments								(174)	[1]		(174)
Changes in fair value of cash flow hedges, net of tax								331	[1]		331
Balance (in shares) at May. 31, 2016	[1]	100
Balance at May. 31, 2016				753,709	[1]	(374,079)	[1]	(39,407)	[1]	4,323	344,546
Share-based compensation expense				3,496	[1]						3,496
Activities with IVD Holdings Inc.				501	[1]						501
Non-cash dividend distributed				(7,680)	[1]						(7,680)
Equity of noncontrolling interest										7,300	7,300
Net loss						(27,623)	[1]			(4,654)	(32,277)
Foreign currency translation adjustments								(5,553)	[1]		(5,553)
Changes in fair value of cash flow hedges, net of tax								94	[1]		94
Balance (in shares) at Feb. 28, 2017	[1]	100
Balance at Feb. 28, 2017			[1]	$ 750,026	[1]	$ (401,702)	[1]	$ (44,866)	[1]	$ 6,969	$ 310,427

[1] Shareholders' equity of Immucor, Inc.

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016
Operating activities:
Net loss	$ (32,277)	$ (27,673)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	54,072	51,417
Noncash interest expense	10,559	8,178
Loss on disposition and retirement of fixed assets	738	526
Provision for doubtful accounts	282	456
Share-based compensation expense	3,496	4,045
Deferred income taxes	(22,325)	(16,953)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, trade	(3,743)	6,774
Income taxes	695	(495)
Inventories	(8,293)	(11,034)
Other assets	(466)	1,477
Accounts payable	(779)	4,165
Deferred revenue	417	(20)
Accrued expenses and other liabilities	(8,875)	(14,022)
Cash (used in) provided by operating activities	(6,499)	6,841
Investing activities:
Purchases of property and equipment	(8,243)	(7,050)
Proceeds from sale of property and equipment	53
Other investments		(4,850)
Acquisitions of businesses, net of cash acquired	(128)	(750)
Cash used in investing activities	(8,318)	(12,650)
Financing activities:
Repayments of long-term debt	(5,122)	(4,982)
Proceeds from Revolving Facilities	85,500	48,000
Repayments of Revolving Facilities	(65,500)	(43,500)
Dividend payments	(7,680)
Proceeds from capital contribution to noncontrolling interest	7,300
Cash provided by (used in) financing activities	14,498	(482)
Effect of exchange rates on cash and cash equivalents	91	118
Decrease in cash and cash equivalents	(228)	(6,173)
Cash and cash equivalents at beginning of period	10,263	18,363
Cash and cash equivalents at end of period	10,035	12,190
Supplemental information:
Income taxes paid, net of refunds	2,197	3,232
Interest paid	69,934	70,275
Non-cash investing and financing activities:
Movement from inventory to property and equipment of instruments placed on rental agreements	5,789	4,552
Non-cash dividend		$ 6,000

XML

Note 1 - Nature of Business and Basis of Presentation

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. NATURE OF BUSINESS AND B ASIS OF PRESENTATION

Nature of Business

Immucor, Inc.

(“Immucor” or the “Company”) develops, manufactures and sells transfusion and transplantation diagnostics products used by hospitals, donor centers and reference laboratories around the world. The Company’s 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 and stem cell transplantations. The Company operates manufacturing facilities in North America with both direct and

third

-party distribution arrangements worldwide.

Basis of Presentation

The accompanying consolidated financial statements are unaudited and have been prepared in accordance with

United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information, 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 GAAP for complete financial statements. The Company’s interim results are not necessarily indicative of the Company’s expected full year results. 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,

2016,

included in the Company’s Annual Report on Form

10

-K filed with the SEC on

August

22,

2016.

Certain reclassifications have been made to the

Company’s consolidated financial statements for fiscal year

2016

to conform to the fiscal year

2017

presentation. We have also performed an evaluation of subsequent events through the date the financial statements were issued.

Basis of Consolidation

The consolidated financial statements include the accounts of Immucor

, Inc., its wholly owned subsidiaries, and a variable interest entity (“VIE”) that is required to be consolidated in accordance with GAAP (refer to Note

3

for additional information on our consolidated VIE). All significant intercompany balances and transactions have been eliminated in consolidation. There are no other entities controlled by the Company, either directly or indirectly.

Impact of Recently Issued Accounting Standards

-

In

January

2017,

the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2017

-

04,

Intangibles – Goodwill and Other

(“ASU

2017

-

04”),

which simplifies the subsequent measurement of goodwill by eliminating “Step

2”

from the goodwill impairment test. Instead of performing Step

2

to determine the amount of an impairment charge, the fair value of a reporting unit will be compared with its carrying amount and an impairment charge will be recognized for the value by which the carrying amount exceeds the reporting unit’s fair value. ASU

2017

-

04

is effective for annual or any interim goodwill impairment tests in fiscal years beginning after

December

15,

2019,

which corresponds to the Company’s

first

quarter of fiscal year

2021.

Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after

January

1,

2017.

The Company is evaluating the impact of ASU

2016

-

04

on its consolidated financial statements.

In

October

2016,

the FASB issued ASU No.

2016

-

17,

Consolidation: Interest Held through Related Parties That Are under Common Control

(“ASU

2016

-

17”),

which changes the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. If a reporting entity satisfies the

first

characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the

second

characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. ASU

2016

-

17

is effective for fiscal years beginning after

December

15,

2016,

including interim periods within those fiscal years, which corresponds to the Company’s

first

quarter of fiscal year

2018.

Early adoption is permitted, including adoption in an interim period. If an entity adopts the pending content that links to this paragraph in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company does not expect the adoption of ASU

2016

-

17

to have a material impact on its consolidated financial statements.

In

October

2016,

the FASB issued ASU No.

2016

-

16,

Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory

(“ASU

2016

-

16”),

which eliminates the requirement to defer the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. Therefore, under the new guidance, an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. ASU

2016

-

16

is effective for interim and annual reporting periods beginning after

December

15,

2017,

which corresponds to the Company’s

first

quarter of fiscal year

2019.

Early adoption is permitted as of the

first

interim period and the amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company does not expect the adoption of ASU

2016

-

16

to have a material impact on its consolidated financial statements.

In

August

2016,

the FASB issued ASU No.

2016

-

15,

Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments

(“ASU

2016

-

15”),

which provides guidance on

eight

specific cash flow issues in an effort to reduce diversity in practice in how certain transactions are classified within the statement of cash flows. ASU

2016

-

15

is effective for fiscal years, and interim periods within those fiscal years, beginning after

December

15,

2017,

which corresponds to the Company’s

first

quarter of fiscal year

2019.

Early adoption is permitted and the amendments should be applied using a retrospective method. The Company does not expect the adoption of ASU

2016

-

15

to have a material impact on its consolidated financial statements.

In

June

2016,

the FASB issued ASU No.

2016

-

13,

Financial Instruments-Credit Losses

(“ASU

2016

-

13”).

ASU

2016

-

13

will replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU

2016

-

13

will be effective for the Company beginning in the

first

quarter of fiscal year

2020,

and early adoption is permitted but not earlier than fiscal year

2019.

The Company does not expect the adoption of ASU

2016

-

13

to have a material impact on its consolidated financial statements.

In

February

2016,

the FASB

issued ASU No.

2016

-

02,

Leases

(“ASU

2016

-

02”),

which will replace the existing lease accounting guidance in GAAP. The core principle of ASU

2016

-

02

is that an entity should recognize the rights and obligations resulting from leases as assets and liabilities. ASU

2016

-

02

requires qualitative and specific quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments. ASU

2016

-

02

will be effective for the Company for fiscal years beginning after

December

15,

2018,

including interim periods within those fiscal years, which corresponds to the Company’s

first

quarter of fiscal year

2020.

Early adoption is permitted.

The Company is in the process of assessing the impact of the adoption of ASU

2016

-

02

on its consolidated financial statements, accounting policies and disclosures. The Company is currently identifying the arrangements that qualify as a lease under the new guidance, evaluating the new requirements on existing lease arrangements, and collecting relevant data to quantify the impact of this new standard on its consolidated financial statements. The most significant impact expected is that the Company will recognize a “right-of-use” asset and lease liability for lease arrangements that are currently not included on the balance sheet under the existing lease guidance.

In

August

2014,

the FASB issued ASU No.

2014

-

15,

Presentation of Financial Statements - Going Concern

("ASU

2014

-

15"),

which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements.  The guidance provides a definition of the term substantial doubt, requires an evaluation every reporting period including interim periods, provides principles for considering the mitigating effect of management's plans, requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, requires an express statement and other disclosures when substantial doubt is not alleviated, and requires an assessment for a period of

one

year after the date that the financial statements are issued. ASU No.

2014

-

15

is effective for the Company for annual reporting periods ending after

December

15,

2016,

which corresponds to the Company's annual reporting period ending

May

31,

2017

with early adoption permitted.  The Company will adopt this ASU at year end, perform the assessment, and make any required disclosures.

In

May

2014,

the

FASB

and International Accounting Standards Board issued their converged standard on revenue recognition, ASU

2014

-

09,

Revenue from Contracts with Customers

(“ASU

2014

-

09”).

This standard outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Transfer of control is not the same as transfer of risks and rewards, as it is considered in current guidance. The Company will also need to apply new guidance to determine whether revenue should be recognized over time or at a point in time. An amendment was made in

July

2015

to change the effective date of this standard from the

first

interim period within annual reporting periods beginning after

December

 

15,

2016

to

December

15,

2017,

which corresponds to the Company’s

first

quarter of fiscal year

2019.

In

March

2016,

the FASB issued ASU

2016

-

08,

which further clarifies the implementation guidance on principal versus agent considerations contained in ASU

2014

-

09.

No early adoption is permitted under these standards, and it is to be applied either retrospectively or as a cumulative-effect adjustment as of the date of adoption.  The Company is in the process of assessing the impact of the adoption of ASU

2014

-

09

on its consolidated financial statements, accounting policies and disclosures. The Company has identified the revenue streams that will be affected by this new standard and is collecting the relevant data to prepare an analysis of the potential impact of the adoption of ASU

2014

-

09

on its consolidated financial statements.

XML

Note 2 - Business Combinations

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Business Combination Disclosure [Text Block]

2. BUSINESS COMBINATIONS

Business combinations completed in fiscal

2016:

Acquisition of Sirona

- On

March

4,

2016,

the Company exercised its warrant and acquired

100%

of the common stock of Sirona Genomics, Inc. (“Sirona”).  The cash paid for the Sirona business was

$15.0

million, of which

$0.6

million was paid prior to fiscal year

2016

for the warrant, and

$14.4

million was paid in the

fourth

quarter of fiscal year

2016.

The purchase agreement included

two

contingent consideration arrangements,

one

for achieving certain revenue targets in each of the next

five

years and the other for achieving a revenue milestone during the next

five

years. The combined potential earn-out for these arrangements is

$45.0

million in cash over the next

five

years. Management estimated that the fair value of the contingent consideration arrangements, as of the acquisition date, was approximately

$20.0

million, which is included in Other long-term liabilities on the Company’s consolidated balance sheet. Including the contingent consideration, the aggregate estimated fair value of the consideration to be paid is approximately

$35.0

million. The fair value of the assets and liabilities acquired was

$40.6

million for identifiable intangible assets (existing technologies),

$14.8

million for goodwill,

$2.1

million for property and equipment,

$1.3

million of cash,

$1.5

million for current liabilities,

$9.7

million for a Promissory Note payable to Immucor, and

$12.5

million for long-term deferred tax liabilities. The goodwill arising from this acquisition is not deductible for tax purposes.

The Company determines contingent consideration liabilities 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 targets. The key assumptions were the earn-out period payment probabilities, projected revenues, discount rate and the timing of payments. The present value of the expected payments considers the time at which the obligations are expected to be settled and a discount rate that reflects the risk associated with the performance payments. These assumptions are considered to be Level

3

inputs by ASC Topic

820,

Fair Value Measurement

(“ASC Topic

820”),

which are not observable in the market.

Acquisition of reference lab

–

On

August

3,

2015,

the Company completed the asset purchase of a U.S. reference lab for a total cash purchase price of

$0.8

million. This acquisition enables the Company to deliver current Immucor products as a service to customers as well as commercialize newly developed products. The fair values of the acquired assets were

$0.3

million for equipment,

$0.2

million for identifiable intangible assets and

$0.3

million for goodwill. The goodwill is deductible for tax purposes.

Financial Information

The operating results of the acquired businesses have been included in the Company

’s consolidated results of operations since their dates of acquisition.

XML

Note 3 - Consolidated Variable Interest Entity

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Variable Interest Entity Disclosure [Text Block]

3. CONSOLIDATED VARIABLE INTEREST ENTITY

In

February

2016,

the Company contributed the assets

of its Sentilus business acquired in

October

2014

to a newly formed company, Sentilus Holdco LLC (“Sentilus LLC”). The Company then distributed its interest in Sentilus LLC via a dividend, indirectly, to IVD Intermediate Holdings A Inc., which is the owner of Immucor’s Parent company, IVD Intermediate Holdings B Inc.

Sentilus LLC develop

s Femtoarrays

TM

and the underlying technology for use in a variety of in vitro diagnostics areas. This business was spun-off from Immucor to be able to separately market the potential new product offerings outside the Company’s current Transfusion and Transplant markets. The book value of the assets and liabilities transferred was

$6.0

million. The book value included assets of

$1.0

million of cash,

$0.5

million of equipment,

$18.8

million of identifiable intangible assets, and

$0.1

million of goodwill, and liabilities including

$7.2

million of deferred income tax liabilities, and a

$7.2

million obligation to Immucor for contingent consideration liabilities. 

Sentilus LLC is considered to be a VIE.

  Sentilus LLC is operated as a separate business. Sentilus LLC and the Company have entered into management services agreements (the “Management Contracts”) pursuant to which Immucor provides management, financial, legal and human resource services as well as personnel, materials and business locations to Sentilus LLC in exchange for management fees at Immucor’s cost plus a specified “arms-length” margin (which is subject to periodic adjustment). Immucor’s executive management controls and operates the Sentilus LLC business. Immucor is considered the primary beneficiary of Sentilus LLC because it is managing the Sentilus LLC business and providing the necessary personnel and support to operate the business under the terms of the Management Contracts. Accordingly, the financial results of Sentilus LLC are included in the consolidated financial results of the Company.   

The operations of Sentilus LLC

are primarily funded through either additional potential future dividends from Immucor or from additional capital contributions from IVD Holdings Inc. (“Holdings”), the Parent company of IVD Intermediate Holdings A Inc. The Company could be exposed to a loss related to the Sentilus LLC business if there are expenses that are incurred by the Company on behalf of Sentilus LLC under the terms of the Management Contracts and are not reimbursed.  This risk is deemed unlikely since all of the entities involved in this arrangement are under the common control of Holdings.

The following table

s include the carrying amounts and classification of the assets and liabilities of Sentilus LLC that are included in the Company’s consolidated balance sheet as of

February

28,

2017

and

May

31,

2016

that cannot be used to settle the obligations of Immucor, and are not Immucor’s obligation to pay (in thousands):

As of February 28, 2017
ASSETS			LIABILITIES
Current assets:			Current liabilities:
Cash and cash equivalents	$	337	Accounts payable	$	964
Total current assets		337	Accrued expenses and other current liabilities		12
			Total current liabilities		976
Noncurrent assets:			Noncurrent liabilities:
Property and equipment, net		674	Deferred income tax		3,671
Goodwill		105
Other intangible assets, net		18,815	Obligation to Immucor for contingent consideration liabilities		8,021
Total noncurrent assets		19,594	Total noncurrent liabilities		11,692
Total Assets	$	19,931	Total Liabilities	$	12,668

As of May 31, 2016
ASSETS			LIABILITIES
Current assets:			Current liabilities:
Cash and cash equivalents	$	36	Accounts payable	$	744
Total current assets		36	Accrued expenses and other current liabilities		4
			Total current liabilities		748
Noncurrent assets:			Noncurrent liabilities:
Property and equipment, net		644	Deferred income tax		6,207
Goodwill		105
Other intangible assets, net		18,820	Obligation to Immucor for contingent consideration liabilities		7,433
Total noncurrent assets		19,569	Total noncurrent liabilities		13,640
Total Assets	$	19,605	Total Liabilities	$	14,388

XML

Note 4 - Related Party Transactions

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

4. RELATED PARTY TRANSACTION S

In connection with the Immucor Acquisition in fiscal year

2012,

the Company entered into a management services agreement with TPG Capital, L.P. (the “Sponsor”). Pursuant to such agreement, and in exchange for on-going consulting and management advisory services that are provided to the Company, the Sponsor receives an aggregate annual monitoring fee of approximately

$3.0

million. In the

three

months and

nine

months ended

February

28,

2017,

approximately

$0.8

million, and $

2.4

million, respectively, was recorded for monitoring fees, additional services provided by the Sponsor, and out-of-pocket expenses and substantially all of these expenses are included in general and administrative expenses in the consolidated statements of operations. In the

three

months and

nine

months ended

February

29,

2016,

approximately

$0.8

million, and

$2.4

million was recorded for these same types of fees and expenses, respectively. As of

February

28,

2017

and

May

31,

2016,

the Company owed

$0.5

million and

$1.7

million, respectively, to the Sponsor for these fees and expenses.

Sentilus LLC and the Company have entered into management services agreements. Refer to Note

3

of the consolidated financial statements for additional information.

XML

Note 5 - Inventories, Net

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Inventory Disclosure [Text Block]

5. INVENTORIES , NET

I

nventories, net are stated at the lower of cost

(first

-in,

first

-out basis) or net realizable value.

Inventories, net consist of the following (in thousands):

	As of
	February 28, 2017		May 31, 2016
Raw materials and supplies	$	12,490		11,840
Work in process		13,335		11,944
Finished goods		23,045		23,110
Total Inventories, net	$	48,870		46,894

XML

Note 6 - Property and Equipment, Net

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

6. PROPERTY AND EQUIPMENT , NET

Property and equipment

, net consist of the following (in thousands):

	As of
	February 28, 2017			May 31, 2016
Land	$	214			217
Buildings and improvements		2,183			2,163
Leasehold improvements		26,379			26,261
Capital work-in-progress		8,273			4,275
Furniture and fixtures		4,219			3,861
Machinery, equipment and instruments		115,131			110,145
Total property and equipment		156,399			146,922
Less: Accumulated depreciation		(79,607	)		(70,907	)
Property and equipment, net	$	76,792			76,015

Depreciation expense

was

$3.8

million and

$11.7

million in the

three

months and

nine

months ended

February

28,

2017

and was

$3.6

million and

$10.7

million in the

three

months and

nine

months ended

February

29,

2016,

respectively. Depreciation expense is primarily included in cost of sales in the Company’s consolidated statements of operations.

XML

Note 7 - Goodwill

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Goodwill Disclosure [Text Block]

7. GOODWILL

The consolidated financial statements include the goodwill resulting from the acquisition of

various businesses by Immucor. The following table presents the changes in the carrying amount of goodwill during the

nine

months

ended

February

28,

2017

and the fiscal year ended

May

31,

2016

(in thousands):

	February 28, 2017			May 31, 2016
Balance at beginning of period	$	857,023			842,258
Additions:
Acquisition of businesses		-			15,131
Foreign currency translation adjustment		(2,287	)		(366	)
Balance at end of period	$	854,736			857,023

In the

first

nine

months of fiscal year

2017

and the

twelve

months of fiscal year

2016,

there were no significant changes in goodwill other than the impact of changes in foreign currency exchange rates and an increase in goodwill from business acquisitions completed in those periods.

During the

first

nine

months of fiscal year

2017

and the

twelve

months of fiscal year

2016,

there were no impairment losses recorded. For the periods ending

February

28,

2017

and

May

31,

2016,

the Company had

$160.0

million of accumulated impairment losses on goodwill.

XML

Note 8 - Other Intangible Assets, Net

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

8. OTHER INTANGIBLE ASSETS , NET

Other intangible assets, net consist of the following (in thousands):

			As of
			February 28, 2017							May 31, 2016
	Weighted Average Life (years)		Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Other intangible assets subject to amortization:
Customer relationships		20	$	460,729		(126,122	)		334,607		462,602		(109,260	)		353,342
Existing technology / trade names		12		355,604		(151,495	)		204,109		355,604		(128,530	)		227,074
Corporate trade name		15		40,000		(14,754	)		25,246		40,000		(12,754	)		27,246
Below market leasehold interests		4		1,200		(685	)		515		1,200		(631	)		569
Other intangibles		4		428		(341	)		87		428		(262	)		166
Total amortizable assets				857,961		(293,397	)		564,564		859,834		(251,437	)		608,397
Intangible assets not subject to amortization:
In-process research and development				24,700		-			24,700		24,700		-			24,700
Total non-amortizable assets				24,700		-			24,700		24,700		-			24,700
Other intangible assets, net			$	882,661		(293,397	)		589,264		884,534		(251,437	)		633,097

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.

Amortization expense related to these intangible assets for the

three

months

and

nine

months ended

February

28,

2017

was

$14.1

million and

$42.4

million and for the

three

months and

nine

months ended

February

29,

2016

was

$13.6

million and

$40.7

million, respectively

. Expected amortization expense for the remainder of fiscal year

2017

and for each of the

five

succeeding years is as follows (in thousands):

Year Ending May 31:
2017	$	14,137
2018		56,477
2019		52,553
2020		51,445
2021		51,416
2022		51,411

XML

Note 9 - Long-term Debt

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Long-term Debt [Text Block]

9. LONG - TERM DEBT

Long-term debt consists of the following

(in thousands)

:

	As of February 28, 2017										As of May 31, 2016
	Gross		OID (1)			DFC (2)			Net		Gross		OID (1)			DFC (2)			Net
Term Loan Facility	$	636,802		(3,505	)		(8,333	)		624,964		641,777		(5,210	)		(12,174	)		624,393
Notes		400,000		(2,120	)		(5,784	)		392,096		400,000		(2,648	)		(7,223	)		390,129
Revolving Facilities		20,000		-			-			20,000		-		-			-			-
Capital lease agreements		85		-			-			85		232		-			-			232
Total long-term debt		1,056,887		(5,625	)		(14,117	)		1,037,145		1,042,009		(7,858	)		(19,397	)		1,014,754
Less: Current portion of long-term debt		26,718		-			-			26,718		6,806		-			-			6,806
Long-term debt, excluding current portion	$	1,030,169		(5,625	)		(14,117	)		1,010,427		1,035,203		(7,858	)		(19,397	)		1,007,948

(1)

- OID refers to original issue discounts on the Company's long-term debt

(2)

- DFC refers to deferred financing costs related to the Company's long-term debt facilities

Senior Secured Credit Facilities, Security Agreement and Guaranty

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

$663.3

million senior secured term loan facility (the “Term Loan Facility”) and

(2)

 

$80.0

million of senior secured revolving loan facilities (the “Revolving Facilities,” and together with the Term Loan Facility, the “Senior Credit Facilities”). In addition to borrowings upon prior notice, the Revolving Facilities include 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, British Pounds, Euros, Japanese Yen, Canadian dollars and in such other currencies as the Company and the Administrative Agent under the Revolving Facilities

may

agree (subject to a sublimit for such non-U.S. currencies).

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 Facilities is

2.75%

with respect to base rate borrowings and

3.75%

with respect to LIBOR borrowings, subject to a

0%

LIBOR floor. The applicable margin for borrowings under the Revolving Facilities 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 Revolving Facilities mature on the earlier of (i)

February

19,

2020,

(ii)

May

19,

2018,

if the maturity of the Term Loan Facility has not been extended by such date, and (iii)

90

days prior to any maturity date of certain funded material indebtedness (which maturity date shall be no earlier than

October

19,

2018).

Certain other Company actions would also result in a springing maturity of the Revolving Facilities as early as

August

20,

2017.

The aggregate principal amount of the revolving credit commitments is as follows:

(1)

$80.0

million as of

May

4,

2016,

(2)

on

August

19,

2018,

to

$70.0

million,

(3)

on

February

19,

2019,

to

$60.0

million, and

(4)

on

August

19,

2019,

to

$50.0

million.

The interest rate on the Term

Loan Facility was

5.00%

as of

February

28,

2017

and

May

31,

2016.

Including the amortization of deferred financing costs and the original issue discount, the effective interest rate on the Term Loan Facility is

6.18%

for the

nine

months ended

February

28,

2017.

The weighted average interest rate on the borrowings from the Revolving Facilities during the

first

nine

months of fiscal year

2017

was approximately

4.85%.

At

February

28,

2017,

there were

$20.0

million of outstanding borrowings under the Revolving Facilities 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 additional principal due under the terms of the excess cash flow requirement was

zero

for fiscal year

2016

and fiscal year

2015.

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,

IVD Intermediate Holdings B Inc.

(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. Neither the assets nor the equity of Sentilus LLC is collateral for the Senior Credit Facilities.

Indenture and the Senior Notes Due

2019

The Company has also issued

$400.0

million in principal amount of Senior Notes (the “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. Including the amortization of deferred financing costs and the original issue discount, the effective interest rate on the Notes is

11.81%

for the

nine

months ended

February

28,

2017.

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.

The Company is in compliance with the covenants pursuant to the terms of the indenture governing the Notes and 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 each of the fiscal years presented in the table below (in thousands):

Year Ended May 31:
2017	$	21,742
2018		6,632
2019		628,513
2020		400,000
Total	$	1,056,887

Interest Expense

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

	Three Months Ended				Nine Months Ended
	February 28		February 29		February 28		February 29
	2017		2016		2017		2016
Notes, including OID amortization	$	11,303		11,285		33,903		33,847
Term loan facility, including OID amortization		8,538		8,685		25,934		26,190
Amortization of deferred financing costs		1,771		1,792		5,285		5,327
Interest rate swaps and other interest		46		122		215		487
Revolving facility fees and interest		283		154		832		563
Interest accreted on contingent consideration liabilities		1,040		291		3,034		861
Total interest expense	$	22,981		22,329		69,203		67,275

Deferred financing costs

Changes in deferred financing costs

during the

nine

months ended

February

28,

2017

and the fiscal year ended

May

31,

2016

are as follows (in thousands):

	February 28, 2017			May 31, 2016
Balance at beginning of period	$	19,397			26,399
Debt issuance costs (1)		5			118
Amortization		(5,285	)		(7,120	)
Balance at end of period	$	14,117			19,397

(1)

Debt issuance costs are related to Amendment No.

6

of the Company's credit agreement.

Deferred financing costs are capitalized and are amortized over the life of the related debt agreements using the effective interest rate method, except for the costs associated with the Revolving Facilities which uses the straight-line method

. The deferred financing costs associated with the Revolving Facilities are included in the amount of deferred financing costs for the Term Loan Facility.

XML

Note 10 - Derivative Financial Instruments

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Derivative Instruments and Hedging Activities Disclosure [Text Block]

10. DER IV ATIVE FINANCIAL INSTRUMENTS

As of

February

28,

2017,

the Company does not currently have any outstanding interest rate swap agreements. Prior to

October

1,

2016,

the Company had entered into floating-to-fixed interest rate swap agreements for an aggregate notional amount of

$70.0

million related to a portion of the Company’s floating rate indebtedness. The purpose of the interest rate swap was to hedge the Company’s future interest commitments resulting from the Term Loan Facility, and to protect the Company from variability in cash flows attributable to changes in LIBOR interest rates. The Company had entered into a swap agreement 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, the swap included a LIBOR floor of

1.25%.

The swap agreement hedged a portion of contractual floating rate interest commitments through the expiration of the swap agreement in

September

2016.

Effective

October

1,

2014

through

September

30,

2015,

the Company had swap agreements that hedged

$155.0

million of the Company

’s floating rate interest commitments at a weighted average fixed LIBOR rate of

1.77%.

  Effective

October

1,

2015

through

September

30,

2016,

the Company has swap agreements to hedge

$70.0

million of the Company’s floating rate interest commitments at a fixed LIBOR rate of

1.91%.

The Company 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

is 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.

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.

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, 2017		May 31, 2016
Interest rate swaps (included in other liabilities)	$	-		(155	)

The loss

es 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 29			February 28			February 29
Location of loss reclassified from AOCI into income	2017		2016			2017			2016
Loss on cash flow hedges:
Interest expense (effective portion)	$	-		(121	)		(167	)		(489	)
Interest expense (ineffective portion)	$	-		-			-			(1	)

XML

Note 11 - Fair Value

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Fair Value Disclosures [Text Block]

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.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	As of February 28, 2017
	Fair Value Measurements of Assets (Liabilities) Using							Carrying
	(Level 1)		(Level 2)		(Level 3)			Amount
	(in thousands)
Contingent consideration liabilities	$	-		-		(43,384	)		(43,384	)

	As of May 31, 2016
	Fair Value Measurements of Assets (Liabilities) Using								Carrying
	(Level 1)		(Level 2)			(Level 3)			Amount
	(in thousands of dollars)
Derivative instruments	$	-		(155	)		-			(155	)
Contingent consideration liabilities	$	-		-			(40,356	)		(40,356	)

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

$10.0

million and

$10.3

million of cash and cash equivalents at

February

28,

2017

and

May

31,

2016,

respectively, approximately

42%

and

38%

was located in the U.S., respectively.

The Company use

d derivative financial instruments, primarily 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 Notes and the Term Loan Facility is estimated

to be

$384.0

million and

$631.2

million at

February

28,

2017,

respectively, based on recent trades of similar instruments. The fair value of the Notes and the Term Loan Facility was estimated to be

$364.3

million and

$614.5

million at

May

31,

2016,

respectively, based on the fair value of these instruments at that time.

Management believes that these liabilities can be liquidated without restriction.

As of

February

28,

2017

and

May

31,

2016,

the Company had

$43.4

million and

$40.4

million, respectively, in contingent consideration liabilities for earn-out provisions resulting from acquisitions included in Other long-term liabilities on the Company’s consolidated balance sheet.

The fair value of these contingent consideration liabilities 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 performance targets. The key assumptions included in the calculations were the earn-out period payment probabilities, projected revenues, discount rate and the timing of payments. The present value of the expected payments considers the time at which the obligations are expected to be settled and a discount rate that reflects the risk associated with the performance payments.

The changes in the Company

’s current and long-term contingent consideration liabilities are summarized in the following table (in thousands):

	Nine Months Ended			Twelve Months Ended
	February 28, 2017			May 31, 2016
Balance at the beginning of the period	$	(40,356	)		(18,596	)
Additions due to acquisitions		-			(20,000	)
Payments		6			65
Accretion of fair value		(3,034	)		(1,825	)
Balance at the end of the period	$	(43,384	)		(40,356	)

XML

Note 12 - Accumulated Other Comprehensive (Loss) Income

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Comprehensive Income (Loss) Note [Text Block]

12. ACCUMULATED OTHER COMPREHENSIVE ( LOSS ) INCOME

Total accumulated

other comprehensive (loss) income is included in the Consolidated Statement of Changes in Equity. The changes in accumulated other comprehensive (loss) income are as follows (in thousands):

	Pretax			Tax			After Tax
Nine Months Ended February 28, 2017
Foreign exchange translation adjustments	$	(5,694	)		(141	)		(5,553	)
Changes in fair value of cash flow hedges		155			61			94
Accumulated other comprehensive loss	$	(5,539	)		(80	)		(5,459	)
Twelve Months Ended May 31, 2016
Foreign exchange translation adjustments	$	(282	)		(108	)		(174	)
Changes in fair value of cash flow hedges		530			199			331
Accumulated other comprehensive income	$	248			91			157

The components of

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

	As of
	February 28, 2017			May 31, 2016
Cumulative foreign currency translation adjustments	$	(44,866	)		(39,313	)
Change in fair value of cash flow hedges, net of tax		-			(94	)
Accumulated other comprehensive loss	$	(44,866	)		(39,407	)

XML

Note 13 - Share-based Compensation

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

13. SHARE-BASED COMPENSATION

The Company has granted nonvested restricted stock,

and stock options to key employees and directors under its

2011

Equity Incentive Plan. The Company granted stock awards with an aggregate fair value of approximately

$0.3

million, and

$1.3

million during the

three

months and

nine

months ended

February

28,

2017

and

zero

and

$17.2

million during the

three

months and

nine

months ended

February

29,

2016,

respectively. As of

February

28,

2017,

a total of

11,103

shares were available for future grants.

Restricted stock units typically vest over a

two

-year period

(50%

per year) and do not expire. Upon vesting, and in some cases certain other triggers, restricted stock units are settled in shares of IVD Holdings Inc.

’s common stock. Stock option awards are granted with service-based vesting conditions (“service-based options”), or performance-based or market-based vesting conditions (“performance-based options”). The service-based options contain tiered vesting terms over the service period. The performance-based options vest in tranches upon the achievement of certain performance or market objectives, which are measured over a

three

or

four

year period.

The Company recognized expense of

$1.

0

million and

$3.5

million in the

three

months and

nine

months ended

February

28,

2017

and

$1.3

million and

$4.0

million in the

three

months and

nine

months ended

February

29,

2016,

respectively, before income tax benefits, for all the Company’s stock awards. As of

February

28,

2017,

there was

$10.7

million of total unrecognized compensation cost related the Company’s stock plans that will be recognized over approximately

2.6

years.

XML

Note 14 - Income Taxes

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Income Tax Disclosure [Text Block]

14. INCOME TAXES

The effective tax rate for the

nine

months ended

February

28,

2017

and

February

29,

2016

was

37.2%

and

33.7%,

respectively.  The difference between the federal statutory rate and the effective tax rate for the

nine

months ended

February

28,

2017

was primarily due to income subject to tax in various tax jurisdictions with rates that differ from the U.S. statutory tax rate, the impact of recording U.S. income taxes associated with current and future distributions of foreign earnings, adjustments to reconcile the fiscal year

2016

tax provision to the filed income tax returns, and the reversal of uncertain tax positions (net of the corresponding reduction in competent authority assets) resulting from the completion of a foreign income tax examination during the

second

quarter of fiscal year

2017.

The difference between the federal statutory rate and the effective tax rate for the

nine

months ended

February

29,

2016,

was primarily due to income subject to tax in the various tax jurisdictions with rates that differ from the U.S. statutory tax rate, the impact of recording U.S. income taxes associated with current and future distributions of foreign earnings and changes in the U.S. tax law related to the R&D tax credit. The difference between the effective tax rate of

37.2%

for the

nine

months ended

February

28,

2017

and

33.7%

for the

nine

months ended

February

29,

2016

is primarily due to variations in the ratio of foreign income to domestic income for each period.

The Company does not consider itself to be permanently reinvested with respect to its accumulated and un-repatriated earnings as well as the future earnings of each foreign subsidiary. Accordingly, the Company recorded a deferred tax liability associated with unremitted future earnings of its foreign subsidiaries. The Company continues to consider its investment in each foreign subsidiary to be permanently reinvested and thus has not recorded a deferred tax liability on such amounts.

XML

Note 15 - Segment and Geographic Information

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

15. SEGMENT AND GEOGRAPHIC INFORMATION

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 Company

markets a complete line of diagnostics products and automated systems which are 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 enable the most compatible match available between patient and donor. These tests are performed for the purpose of blood transfusions and organ and stem cell transplantations.

The Company operates in various geographies. These geographic markets are comprised of the United States, Europe, Canada and other international markets. The majority of the other international markets are considered emerging markets for our business. These 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 29		February 28		February 29
	2017		2016		2017		2016
Net sales by product group:
Transfusion	$	77,881		73,589		236,165		235,296
Transplant & Molecular		16,083		15,304		50,068		46,558
Total	$	93,964		88,893		286,233		281,854

Following

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

	Three Months Ended				Nine Months Ended
	February 28		February 29		February 28		February 29
	2017		2016		2017		2016
Net sales to customers by geography are as follows:
United States	$	59,682		57,435		179,654		179,878
Europe (A)		17,181		16,609		52,756		52,517
Canada		3,721		3,233		11,245		11,084
Other		13,380		11,616		42,578		38,375
Total	$	93,964		88,893		286,233		281,854

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, 2017		May 31, 2016
Long-lived assets (excluding goodwill and intangibles) by geography:
United States	$	55,308		55,080
Europe (B)		15,292		14,729
Canada		3,536		3,543
Other (C)		2,656		2,663
Total	$	76,792		76,015

	As of
	February 28, 2017		May 31, 2016
Concentration of net assets by geography:
United States	$	175,891		200,226
Europe		93,221		102,593
Canada		29,821		28,617
Other (C)		11,494		13,110
Total	$	310,427		344,546

(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.

S

ales to any individual customer did not equal or exceed

10%

of our net sales during the

three

months and

nine

months ended

February

28,

2017,

or during the

three

months and

nine

months ended

February

29,

2016.

XML

Note 16 - Condensed Consolidating Financial Information of Guarantor Subsidiaries

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Condensed Financial Statements [Text Block]

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 or its consolidated variable interest entity. 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.

Refer

to Note

3

for information on assets and liabilities of Sentilus LLC, a consolidated variable interest entity, that are included in the Company’s consolidated balance sheet as of

February

28,

2017

and

May

31,

2016.

These assets and liabilities cannot be used to settle the obligations of Immucor, and are not Immucor’s obligation to pay. Accordingly, the condensed consolidated financial information reflects the activity of Sentilus LLC and its related eliminations under the VIE and VIE Eliminations heading. The condensed consolidating financial information of the Company is as follows:

Balance Sheets

IMMUCOR, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

February

28,

2017

(in thousands)

(Unaudited)

	Immucor, Inc.		Guarantors			Non- Guarantors		Eliminations			Immucor, Inc. and Subsidiaries		VIE and VIE eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	4,095		(193	)		5,796		-			9,698		337			10,035
Accounts receivable, net		29,687		6,253			28,180		-			64,120		-			64,120
Intercompany receivable		98,999		39,091			18,687		(156,483	)		294		(294	)		-
Inventories, net		19,630		18,993			12,482		(2,235	)		48,870		-			48,870
Prepaid expenses and other current assets		2,788		240			5,797		-			8,825		-			8,825
Total current assets		155,199		64,384			70,942		(158,718	)		131,807		43			131,850
Property and equipment, net		41,865		12,769			21,484		-			76,118		674			76,792
Investment in subsidiaries		194,061		20,032			3,019		(217,112	)		-		-			-
Goodwill		744,044		62,771			47,816		-			854,631		105			854,736
Other intangible assets, net		453,920		87,570			28,959		-			570,449		18,815			589,264
Other assets		28,268		364			489		(9,871	)		19,250		(8,021	)		11,229
Total assets	$	1,617,357		247,890			172,709		(385,701	)		1,652,255		11,616			1,663,871
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	10,244		4,911			5,144		-			20,299		964			21,263
Intercompany payable		8,643		134,286			13,554		(156,483	)		-		-			-
Accrued interest and interest rate swap liability		7,373		-			-		-			7,373		-			7,373
Accrued expenses and other current liabilities		12,654		4,850			6,376		-			23,880		12			23,892
Income taxes payable		30,026		(29,609	)		3,059		-			3,476		-			3,476
Deferred revenue, current portion		2,204		-			1,016		-			3,220		-			3,220
Current portion of long-term debt		26,633		85			-		-			26,718		-			26,718
Total current liabilities		97,777		114,523			29,149		(156,483	)		84,966		976			85,942
Long-term debt, excluding current portion		1,010,427		-			-		-			1,010,427		-			1,010,427
Deferred income tax liabilities		187,284		3,710			7,707		(863	)		197,838		3,671			201,509
Other long-term liabilities		18,411		45,709			1,317		(9,871	)		55,566		-			55,566
Total liabilities		1,313,899		163,942			38,173		(167,217	)		1,348,797		4,647			1,353,444
Equity:
Shareholders' equity of Immucor, Inc.		303,458		83,948			134,536		(218,484	)		303,458		-			303,458
Noncontrolling interest		-		-			-		-			-		6,969			6,969
Total equity		303,458		83,948			134,536		(218,484	)		303,458		6,969			310,427
Total liabilities and equity	$	1,617,357		247,890			172,709		(385,701	)		1,652,255		11,616			1,663,871

IMMUCOR, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

May

31,

2016

(in thousands)

	Immucor, Inc.		Guarantors			Non- Guarantors		Eliminations			Immucor, Inc. and Subsidiaries		VIE and VIE eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	4,058		(187	)		6,356		-			10,227		36			10,263
Accounts receivable, net		28,314		5,866			27,863		-			62,043		-			62,043
Intercompany receivable		98,375		26,311			24,710		(148,502	)		894		(894	)		-
Inventories, net		19,853		17,321			11,415		(1,695	)		46,894		-			46,894
Prepaid expenses and other current assets		3,381		449			4,649		-			8,479		-			8,479
Total current assets		153,981		49,760			74,993		(150,197	)		128,537		(858	)		127,679
Property and equipment, net		39,724		14,713			20,934		-			75,371		644			76,015
Investment in subsidiaries		211,451		20,033			3,019		(234,503	)		-		-			-
Goodwill		744,044		62,771			50,103		-			856,918		105			857,023
Other intangible assets, net		489,871		92,500			31,906		-			614,277		18,820			633,097
Other assets		30,346		274			360		(9,728	)		21,252		(7,433	)		13,819
Total assets	$	1,669,417		240,051			181,315		(394,428	)		1,696,355		11,278			1,707,633
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	10,622		5,517			5,346		-			21,485		744			22,229
Intercompany payable		18,293		117,516			12,693		(148,502	)		-		-			-
Accrued interest and interest rate swap liability		18,869		-			-		-			18,869		-			18,869
Accrued expenses and other current liabilities		10,700		5,230			6,075		-			22,005		4			22,009
Income taxes payable		30,190		(29,838	)		2,233		-			2,585		-			2,585
Deferred revenue, current portion		1,785		-			1,079		-			2,864		-			2,864
Current portion of long-term debt		6,634		172			-		-			6,806		-			6,806
Total current liabilities		97,093		98,597			27,426		(148,502	)		74,614		748			75,362
Long-term debt, excluding current portion		1,007,888		60			-		-			1,007,948		-			1,007,948
Deferred income tax liabilities		201,489		7,070			8,245		(654	)		216,150		6,207			222,357
Other long-term liabilities		22,724		43,099			1,325		(9,728	)		57,420		-			57,420
Total liabilities		1,329,194		148,826			36,996		(158,884	)		1,356,132		6,955			1,363,087
Equity:
Shareholders' equity of Immucor, Inc.		340,223		91,225			144,319		(235,544	)		340,223		-			340,223
Noncontrolling interest		-		-			-		-			-		4,323			4,323
Total equity		340,223		91,225			144,319		(235,544	)		340,223		4,323			344,546
Total liabilities and equity	$	1,669,417		240,051			181,315		(394,428	)		1,696,355		11,278			1,707,633

Statements of Operations for the Quarter

IMMUCOR, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended

February

28,

2017

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non- Guarantors			Eliminations			Immucor, Inc. and Subsidiaries			VIE and VIE eliminations			Total
Net sales	$	61,765			16,805			34,628			(19,234	)		93,964			-			93,964
Cost of sales (*)		22,155			10,155			22,242			(19,234	)		35,318			-			35,318
Gross profit		39,610			6,650			12,386			-			58,646			-			58,646
Operating expenses:
Research and development		3,572			3,960			240			-			7,772			1,056			8,828
Selling and marketing		6,684			1,865			4,979			-			13,528			-			13,528
Distribution		2,100			296			1,687			-			4,083			-			4,083
General and administrative		6,507			1,144			2,380			-			10,031			15			10,046
Amortization expense		11,970			1,629			508			-			14,107			2			14,109
Total operating expense		30,833			8,894			9,794			-			49,521			1,073			50,594
Income (loss) from operations		8,777			(2,244	)		2,592			-			9,125			(1,073	)		8,052
Non-operating income (expense)
Interest income		241			-			69			(107	)		203			(202	)		1
Interest expense		(22,136	)		(889	)		(63	)		107			(22,981	)		-			(22,981	)
Other, net		1,014			403			(219	)		-			1,198			(1,304	)		(106	)
Total non-operating net expense		(20,881	)		(486	)		(213	)		-			(21,580	)		(1,506	)		(23,086	)
(Loss) income before income taxes		(12,104	)		(2,730	)		2,379			-			(12,455	)		(2,579	)		(15,034	)
(Benefit) provision for income taxes		(4,173	)		(995	)		463			-			(4,705	)		(911	)		(5,616	)
Net (loss) income before earnings of consolidated subsidaries		(7,931	)		(1,735	)		1,916			-			(7,750	)		(1,668	)		(9,418	)
Net income (loss) of consolidated subsidiaries		181			-			-			(181	)		-			-			-
Net (loss) income		(7,750	)		(1,735	)		1,916			(181	)		(7,750	)		(1,668	)		(9,418	)
Net loss attributable to noncontrolling interest		-			-			-			-			-			(1,668	)		(1,668	)
Net (loss) income attributable to shareholders of Immucor, Inc.	$	(7,750	)		(1,735	)		1,916			(181	)		(7,750	)		-			(7,750	)

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

IMMUCOR, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended

February

29,

2016

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	57,913			14,370			32,288			(15,678	)		88,893
Cost of sales (*)		20,150			8,527			21,132			(15,679	)		34,130
Gross profit		37,763			5,843			11,156			1			54,763
Operating expenses:
Research and development		2,970			3,785			408			(253	)		6,910
Selling and marketing		5,745			2,242			5,264			-			13,251
Distribution		2,288			333			1,534			-			4,155
General and administrative		8,588			1,289			1,929			(27	)		11,779
Amortization expense		11,972			1,082			521			-			13,575
Total operating net expense		31,563			8,731			9,656			(280	)		49,670
Income (loss) from operations		6,200			(2,888	)		1,500			281			5,093
Non-operating income (expense):
Interest income		105			-			54			(111	)		48
Interest expense		(22,253	)		(118	)		(69	)		111			(22,329	)
Other, net		4,086			92			(4,215	)		(280	)		(317	)
Total non-operating net expense		(18,062	)		(26	)		(4,230	)		(280	)		(22,598	)
(Loss) income before income taxes		(11,862	)		(2,914	)		(2,730	)		1			(17,505	)
Benefit for income taxes		(7,727	)		(1,045	)		(73	)		-			(8,845	)
Net (loss) income before earnings of consolidated subsidiaries		(4,135	)		(1,869	)		(2,657	)		1			(8,660	)
Net (loss) income of consolidated subsidiaries		(4,288	)								4,288			-
Net (loss) income		(8,423	)		(1,869	)		(2,657	)		4,289			(8,660	)
Net loss attributable to noncontrolling interest		-			-			(237	)		-			(237	)
Net (loss) income attributable to shareholders of Immucor, Inc.	$	(8,423	)		(1,869	)		(2,420	)		4,289			(8,423	)

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

Stat

ements of Operations for the Nine

Month periods

IMMUCOR, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

Nine Months Ended

February

28,

2017

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Immucor, Inc. and Subsidiaries			VIE and VIE eliminations			Total
Net sales	$	184,721			48,473			107,257			(54,218	)		286,233			-			286,233
Cost of sales (*)		64,628			29,370			70,169			(54,218	)		109,949			-			109,949
Gross profit		120,093			19,103			37,088			-			176,284			-			176,284
Operating expenses:
Research and development		10,910			12,330			563			-			23,803			2,822			26,625
Selling and marketing		22,275			6,133			15,611			-			44,019			-			44,019
Distribution		6,559			942			5,147			-			12,648			-			12,648
General and administrative		21,825			3,828			6,391			-			32,044			67			32,111
Amortization expense		35,912			4,930			1,569			-			42,411			5			42,416
Total operating expense		97,481			28,163			29,281			-			154,925			2,894			157,819
Income (loss) from operations		22,612			(9,060	)		7,807			-			21,359			(2,894	)		18,465
Non-operating income (expense):
Interest income		628			5			263			(299	)		597			(588	)		9
Interest expense		(66,800	)		(2,596	)		(106	)		299			(69,203	)		-			(69,203	)
Other, net		7,845			1,282			(6,078	)		-			3,049			(3,709	)		(660	)
Total non-operating net expense		(58,327	)		(1,309	)		(5,921	)		-			(65,557	)		(4,297	)		(69,854	)
(Loss) income before income taxes		(35,715	)		(10,369	)		1,886			-			(44,198	)		(7,191	)		(51,389	)
(Benefit) provision for income taxes		(15,554	)		(3,093	)		2,072			-			(16,575	)		(2,537	)		(19,112	)
Net loss before earnings of consolidated subsidaries		(20,161	)		(7,276	)		(186	)		-			(27,623	)		(4,654	)		(32,277	)
Net (loss) income of consolidated subsidiaries		(7,462	)		-			-			7,462			-			-			-
Net (loss) income		(27,623	)		(7,276	)		(186	)		7,462			(27,623	)		(4,654	)		(32,277	)
Net loss attributable to noncontrolling interest		-			-			-			-			-			(4,654	)		(4,654	)
Net (loss) income attributable to shareholders of Immucor, Inc.	$	(27,623	)		(7,276	)		(186	)		7,462			(27,623	)		-			(27,623	)

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

IMMUCOR, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

Nine Months Ended

February

29,

2016

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	185,196			43,423			102,718			(49,483	)		281,854
Cost of sales (*)		62,491			26,605			67,047			(49,483	)		106,660
Gross profit		122,705			16,818			35,671			-			175,194
Operating expenses:
Research and development		8,919			11,088			746			(253	)		20,500
Selling and marketing		18,820			7,745			15,492			-			42,057
Distribution		7,224			1,056			4,689			-			12,969
General and administrative		22,683			4,117			6,360			(27	)		33,133
Amortization expense		35,916			3,238			1,591			-			40,745
Total operating net expense		93,562			27,244			28,878			(280	)		149,404
Income (loss) from operations		29,143			(10,426	)		6,793			280			25,790
Non-operating income (expense):
Interest income		183			-			114			(165	)		132
Interest expense		(66,997	)		(350	)		(93	)		165			(67,275	)
Other, net		5,046			(154	)		(4,978	)		(280	)		(366	)
Total non-operating net expense		(61,768	)		(504	)		(4,957	)		(280	)		(67,509	)
(Loss) income before income taxes		(32,625	)		(10,930	)		1,836			-			(41,719	)
(Benefit) provision for income taxes		(11,612	)		(3,833	)		1,399			-			(14,046	)
Net (loss) income before earnings of consolidated subsidiaries		(21,013	)		(7,097	)		437			-			(27,673	)
Net (loss) income of consolidated subsidiaries		(6,423	)		-			-			6,423			-
Net (loss) income		(27,436	)		(7,097	)		437			6,423			(27,673	)
Net loss attributable to noncontrolling interest		-			-			(237	)		-			(237	)
Net (loss) income attributable to shareholders of Immucor, Inc.	$	(27,436	)		(7,097	)		674			6,423			(27,436	)

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

Statements of Cash Flows for the

Nine

Month periods

          

IMMUCOR, INC.

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

Nine Months Ended

February

28,

2017

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non- Guarantors			Eliminations			Immucor, Inc. and Subsidiaries			VIE and VIE elimination			Total
Net cash (used in) provided by operating activities	$	(5,034	)		1,337			9,187			(5,132	)		358			(6,857	)		(6,499	)
Net cash used in investing activities		(2,414	)		(1,196	)		(663	)		(3,903	)		(8,176	)		(142	)		(8,318	)
Net cash provided by (used in) financing activities		7,345			(147	)		(8,744	)		8,744			7,198			7,300			14,498
Effect of exchange rate changes on cash and cash equivalents		140			-			(340	)		291			91			-			91
Increase (decrease) in cash and cash equivalents		37			(6	)		(560	)		-			(529	)		301			(228	)
Cash and cash equivalents at beginning of period		4,058			(187	)		6,356			-			10,227			36			10,263
Cash and cash equivalents at end of period	$	4,095			(193	)		5,796			-			9,698			337			10,035

IMMUCOR, INC.

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

Nine Months Ended

February

29,

2016

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
Net cash provided by (used in) operating activities	$	10,666			1,423			(1,600	)		(3,648	)		6,841
Net cash (used in) provided by investing activities		(8,860	)		(1,671	)		3,890			(6,009	)		(12,650	)
Net cash (used in) provided by financing activities		(6,475	)		(7	)		(3,517	)		9,517			(482	)
Effect of exchange rate changes on cash and cash equivalents		269			-			(291	)		140			118
Decrease in cash and cash equivalents		(4,400	)		(255	)		(1,518	)		-			(6,173	)
Cash and cash equivalents at beginning of period		7,080			(263	)		11,546			-			18,363
Cash and cash equivalents at end of period	$	2,680			(518	)		10,028			-			12,190

XML

Note 17 - Other Equity Matters

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Other Equity Matters [Text Block]

17. OTHER EQUITY MATTERS

In the

first

nine

months of fiscal year

2017,

the Company paid dividends of

$7.3

million to its Parent to fund Sentilus LLC activities, and

$0.4

million to fund stock redemption and tax payments made by IVD Holdings Inc.

XML

Note 18 - Commitments and Contingencies

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

18. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Immucor and BioArray Solutions Limited (“BioArray”), a wholly owned subsidiary of Immucor, are defendants in an action brought in

August

2014

by Rutgers, the State University of New Jersey (“Rutgers”), in the Superior Court of New Jersey for Middlesex County, alleging breach of contract and fraud claims under a patent license between Rutgers and BioArray. The Company has removed the case to the United States District Court for the District of New Jersey, and the plaintiffs are seeking to remand the case back to state court. The Company believes the claims are without merit and that it has meritorious defenses. While the Company believes the amount of any liability resulting from this claim is unlikely and cannot be estimated at this time, the Company does not expect any potential liability would be material to the Company

’s operations or to its financial condition.

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 its consolidated financial position, result of operations or cash flow.

Purchase Commitments

Purchase commitments made in the normal course of business were

$36.1

million as of

February

28,

2017.

These purchases were primarily for inventory items. The following is a schedule of the approximate future payments for purchase commitments as of

February

28,

2017

(in thousands):

Year ended May 31:
2017	$	10,831
2018		12,705
2019		7,337
2020		3,498
2021		1,750
Total	$	36,121

XML

Note 19 - Subsequent Events

9 Months Ended

Feb. 28, 2017

Notes to Financial Statements

Subsequent Events [Text Block]

19. SUBSEQUENT EVENTS

On

March

31,

2017,

the Compensation Committee approved an

85,000

increase in the restricted stock units eligible for grant under the Company's

2011

Equity Incentive Plan. The

85,000

restricted stock units were granted with an aggregate fair value of approximately

$7.2

million.

XML

Significant Accounting Policies (Policies)

9 Months Ended

Feb. 28, 2017

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The accompanying consolidated financial statements are unaudited and have been prepared in accordance with

United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information, 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 GAAP for complete financial statements. The Company’s interim results are not necessarily indicative of the Company’s expected full year results. 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,

2016,

included in the Company’s Annual Report on Form

10

-K filed with the SEC on

August

22,

2016.

Certain reclassifications have been made to the

Company’s consolidated financial statements for fiscal year

2016

to conform to the fiscal year

2017

presentation. We have also performed an evaluation of subsequent events through the date the financial statements were issued.

Consolidation, Policy [Policy Text Block]

Basis of Consolidation

The consolidated financial statements include the accounts of Immucor

, Inc., its wholly owned subsidiaries, and a variable interest entity (“VIE”) that is required to be consolidated in accordance with GAAP (refer to Note

3

for additional information on our consolidated VIE). All significant intercompany balances and transactions have been eliminated in consolidation. There are no other entities controlled by the Company, either directly or indirectly.

New Accounting Pronouncements, Policy [Policy Text Block]

Impact of Recently Issued Accounting Standards

-

In

January

2017,

the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2017

-

04,

Intangibles – Goodwill and Other

(“ASU

2017

-

04”),

which simplifies the subsequent measurement of goodwill by eliminating “Step

2”

from the goodwill impairment test. Instead of performing Step

2

to determine the amount of an impairment charge, the fair value of a reporting unit will be compared with its carrying amount and an impairment charge will be recognized for the value by which the carrying amount exceeds the reporting unit’s fair value. ASU

2017

-

04

is effective for annual or any interim goodwill impairment tests in fiscal years beginning after

December

15,

2019,

which corresponds to the Company’s

first

quarter of fiscal year

2021.

Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after

January

1,

2017.

The Company is evaluating the impact of ASU

2016

-

04

on its consolidated financial statements.

In

October

2016,

the FASB issued ASU No.

2016

-

17,

Consolidation: Interest Held through Related Parties That Are under Common Control

(“ASU

2016

-

17”),

which changes the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. If a reporting entity satisfies the

first

characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the

second

characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. ASU

2016

-

17

is effective for fiscal years beginning after

December

15,

2016,

including interim periods within those fiscal years, which corresponds to the Company’s

first

quarter of fiscal year

2018.

Early adoption is permitted, including adoption in an interim period. If an entity adopts the pending content that links to this paragraph in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company does not expect the adoption of ASU

2016

-

17

to have a material impact on its consolidated financial statements.

In

October

2016,

the FASB issued ASU No.

2016

-

16,

Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory

(“ASU

2016

-

16”),

which eliminates the requirement to defer the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. Therefore, under the new guidance, an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. ASU

2016

-

16

is effective for interim and annual reporting periods beginning after

December

15,

2017,

which corresponds to the Company’s

first

quarter of fiscal year

2019.

Early adoption is permitted as of the

first

interim period and the amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company does not expect the adoption of ASU

2016

-

16

to have a material impact on its consolidated financial statements.

In

August

2016,

the FASB issued ASU No.

2016

-

15,

Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments

(“ASU

2016

-

15”),

which provides guidance on

eight

specific cash flow issues in an effort to reduce diversity in practice in how certain transactions are classified within the statement of cash flows. ASU

2016

-

15

is effective for fiscal years, and interim periods within those fiscal years, beginning after

December

15,

2017,

which corresponds to the Company’s

first

quarter of fiscal year

2019.

Early adoption is permitted and the amendments should be applied using a retrospective method. The Company does not expect the adoption of ASU

2016

-

15

to have a material impact on its consolidated financial statements.

In

June

2016,

the FASB issued ASU No.

2016

-

13,

Financial Instruments-Credit Losses

(“ASU

2016

-

13”).

ASU

2016

-

13

will replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU

2016

-

13

will be effective for the Company beginning in the

first

quarter of fiscal year

2020,

and early adoption is permitted but not earlier than fiscal year

2019.

The Company does not expect the adoption of ASU

2016

-

13

to have a material impact on its consolidated financial statements.

In

February

2016,

the FASB

issued ASU No.

2016

-

02,

Leases

(“ASU

2016

-

02”),

which will replace the existing lease accounting guidance in GAAP. The core principle of ASU

2016

-

02

is that an entity should recognize the rights and obligations resulting from leases as assets and liabilities. ASU

2016

-

02

requires qualitative and specific quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments. ASU

2016

-

02

will be effective for the Company for fiscal years beginning after

December

15,

2018,

including interim periods within those fiscal years, which corresponds to the Company’s

first

quarter of fiscal year

2020.

Early adoption is permitted.

The Company is in the process of assessing the impact of the adoption of ASU

2016

-

02

on its consolidated financial statements, accounting policies and disclosures. The Company is currently identifying the arrangements that qualify as a lease under the new guidance, evaluating the new requirements on existing lease arrangements, and collecting relevant data to quantify the impact of this new standard on its consolidated financial statements. The most significant impact expected is that the Company will recognize a “right-of-use” asset and lease liability for lease arrangements that are currently not included on the balance sheet under the existing lease guidance.

In

August

2014,

the FASB issued ASU No.

2014

-

15,

Presentation of Financial Statements - Going Concern

("ASU

2014

-

15"),

which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements.  The guidance provides a definition of the term substantial doubt, requires an evaluation every reporting period including interim periods, provides principles for considering the mitigating effect of management's plans, requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, requires an express statement and other disclosures when substantial doubt is not alleviated, and requires an assessment for a period of

one

year after the date that the financial statements are issued. ASU No.

2014

-

15

is effective for the Company for annual reporting periods ending after

December

15,

2016,

which corresponds to the Company's annual reporting period ending

May

31,

2017

with early adoption permitted.  The Company will adopt this ASU at year end, perform the assessment, and make any required disclosures.

In

May

2014,

the

FASB

and International Accounting Standards Board issued their converged standard on revenue recognition, ASU

2014

-

09,

Revenue from Contracts with Customers

(“ASU

2014

-

09”).

This standard outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Transfer of control is not the same as transfer of risks and rewards, as it is considered in current guidance. The Company will also need to apply new guidance to determine whether revenue should be recognized over time or at a point in time. An amendment was made in

July

2015

to change the effective date of this standard from the

first

interim period within annual reporting periods beginning after

December

 

15,

2016

to

December

15,

2017,

which corresponds to the Company’s

first

quarter of fiscal year

2019.

In

March

2016,

the FASB issued ASU

2016

-

08,

which further clarifies the implementation guidance on principal versus agent considerations contained in ASU

2014

-

09.

No early adoption is permitted under these standards, and it is to be applied either retrospectively or as a cumulative-effect adjustment as of the date of adoption.  The Company is in the process of assessing the impact of the adoption of ASU

2014

-

09

on its consolidated financial statements, accounting policies and disclosures. The Company has identified the revenue streams that will be affected by this new standard and is collecting the relevant data to prepare an analysis of the potential impact of the adoption of ASU

2014

-

09

on its consolidated financial statements.

XML

Note 3 - Consolidated Variable Interest Entity (Tables)

9 Months Ended

Feb. 28, 2017

Notes Tables

Schedule of Variable Interest Entities [Table Text Block]

As of February 28, 2017
ASSETS			LIABILITIES
Current assets:			Current liabilities:
Cash and cash equivalents	$	337	Accounts payable	$	964
Total current assets		337	Accrued expenses and other current liabilities		12
			Total current liabilities		976
Noncurrent assets:			Noncurrent liabilities:
Property and equipment, net		674	Deferred income tax		3,671
Goodwill		105
Other intangible assets, net		18,815	Obligation to Immucor for contingent consideration liabilities		8,021
Total noncurrent assets		19,594	Total noncurrent liabilities		11,692
Total Assets	$	19,931	Total Liabilities	$	12,668

As of May 31, 2016
ASSETS			LIABILITIES
Current assets:			Current liabilities:
Cash and cash equivalents	$	36	Accounts payable	$	744
Total current assets		36	Accrued expenses and other current liabilities		4
			Total current liabilities		748
Noncurrent assets:			Noncurrent liabilities:
Property and equipment, net		644	Deferred income tax		6,207
Goodwill		105
Other intangible assets, net		18,820	Obligation to Immucor for contingent consideration liabilities		7,433
Total noncurrent assets		19,569	Total noncurrent liabilities		13,640
Total Assets	$	19,605	Total Liabilities	$	14,388

XML

Note 5 - Inventories, Net (Tables)

9 Months Ended

Feb. 28, 2017

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	As of
	February 28, 2017		May 31, 2016
Raw materials and supplies	$	12,490		11,840
Work in process		13,335		11,944
Finished goods		23,045		23,110
Total Inventories, net	$	48,870		46,894

XML

Note 6 - Property and Equipment, Net (Tables)

9 Months Ended

Feb. 28, 2017

Notes Tables

Property, Plant and Equipment [Table Text Block]

	As of
	February 28, 2017			May 31, 2016
Land	$	214			217
Buildings and improvements		2,183			2,163
Leasehold improvements		26,379			26,261
Capital work-in-progress		8,273			4,275
Furniture and fixtures		4,219			3,861
Machinery, equipment and instruments		115,131			110,145
Total property and equipment		156,399			146,922
Less: Accumulated depreciation		(79,607	)		(70,907	)
Property and equipment, net	$	76,792			76,015

XML

Note 7 - Goodwill (Tables)

9 Months Ended

Feb. 28, 2017

Notes Tables

Schedule of Goodwill [Table Text Block]

	February 28, 2017			May 31, 2016
Balance at beginning of period	$	857,023			842,258
Additions:
Acquisition of businesses		-			15,131
Foreign currency translation adjustment		(2,287	)		(366	)
Balance at end of period	$	854,736			857,023

XML

Note 8 - Other Intangible Assets, Net (Tables)

9 Months Ended

Feb. 28, 2017

Notes Tables

Schedule of Intangible Assets and Goodwill [Table Text Block]

			As of
			February 28, 2017							May 31, 2016
	Weighted Average Life (years)		Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Other intangible assets subject to amortization:
Customer relationships		20	$	460,729		(126,122	)		334,607		462,602		(109,260	)		353,342
Existing technology / trade names		12		355,604		(151,495	)		204,109		355,604		(128,530	)		227,074
Corporate trade name		15		40,000		(14,754	)		25,246		40,000		(12,754	)		27,246
Below market leasehold interests		4		1,200		(685	)		515		1,200		(631	)		569
Other intangibles		4		428		(341	)		87		428		(262	)		166
Total amortizable assets				857,961		(293,397	)		564,564		859,834		(251,437	)		608,397
Intangible assets not subject to amortization:
In-process research and development				24,700		-			24,700		24,700		-			24,700
Total non-amortizable assets				24,700		-			24,700		24,700		-			24,700
Other intangible assets, net			$	882,661		(293,397	)		589,264		884,534		(251,437	)		633,097

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Year Ending May 31:
2017	$	14,137
2018		56,477
2019		52,553
2020		51,445
2021		51,416
2022		51,411

XML

Note 9 - Long-term Debt (Tables)

9 Months Ended

Feb. 28, 2017

Notes Tables

Schedule of Debt [Table Text Block]

	As of February 28, 2017										As of May 31, 2016
	Gross		OID (1)			DFC (2)			Net		Gross		OID (1)			DFC (2)			Net
Term Loan Facility	$	636,802		(3,505	)		(8,333	)		624,964		641,777		(5,210	)		(12,174	)		624,393
Notes		400,000		(2,120	)		(5,784	)		392,096		400,000		(2,648	)		(7,223	)		390,129
Revolving Facilities		20,000		-			-			20,000		-		-			-			-
Capital lease agreements		85		-			-			85		232		-			-			232
Total long-term debt		1,056,887		(5,625	)		(14,117	)		1,037,145		1,042,009		(7,858	)		(19,397	)		1,014,754
Less: Current portion of long-term debt		26,718		-			-			26,718		6,806		-			-			6,806
Long-term debt, excluding current portion	$	1,030,169		(5,625	)		(14,117	)		1,010,427		1,035,203		(7,858	)		(19,397	)		1,007,948

Schedule of Maturities of Long-term Debt [Table Text Block]

Year Ended May 31:
2017	$	21,742
2018		6,632
2019		628,513
2020		400,000
Total	$	1,056,887

Interest Income and Interest Expense Disclosure [Table Text Block]

	Three Months Ended				Nine Months Ended
	February 28		February 29		February 28		February 29
	2017		2016		2017		2016
Notes, including OID amortization	$	11,303		11,285		33,903		33,847
Term loan facility, including OID amortization		8,538		8,685		25,934		26,190
Amortization of deferred financing costs		1,771		1,792		5,285		5,327
Interest rate swaps and other interest		46		122		215		487
Revolving facility fees and interest		283		154		832		563
Interest accreted on contingent consideration liabilities		1,040		291		3,034		861
Total interest expense	$	22,981		22,329		69,203		67,275

Schedule of Debt, Deferred Financing Costs [Table Text Block]

	February 28, 2017			May 31, 2016
Balance at beginning of period	$	19,397			26,399
Debt issuance costs (1)		5			118
Amortization		(5,285	)		(7,120	)
Balance at end of period	$	14,117			19,397

XML

Note 10 - Derivative Financial Instruments (Tables)

9 Months Ended

Feb. 28, 2017

Notes Tables

Schedule of Interest Rate Derivatives [Table Text Block]

	As of
	February 28, 2017		May 31, 2016
Interest rate swaps (included in other liabilities)	$	-		(155	)

Derivative Instruments, Gain (Loss) [Table Text Block]

	Three Months Ended					Nine Months Ended
	February 28		February 29			February 28			February 29
Location of loss reclassified from AOCI into income	2017		2016			2017			2016
Loss on cash flow hedges:
Interest expense (effective portion)	$	-		(121	)		(167	)		(489	)
Interest expense (ineffective portion)	$	-		-			-			(1	)

XML

Note 11 - Fair Value (Tables)

9 Months Ended

Feb. 28, 2017

Notes Tables

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	As of February 28, 2017
	Fair Value Measurements of Assets (Liabilities) Using							Carrying
	(Level 1)		(Level 2)		(Level 3)			Amount
	(in thousands)
Contingent consideration liabilities	$	-		-		(43,384	)		(43,384	)

	As of May 31, 2016
	Fair Value Measurements of Assets (Liabilities) Using								Carrying
	(Level 1)		(Level 2)			(Level 3)			Amount
	(in thousands of dollars)
Derivative instruments	$	-		(155	)		-			(155	)
Contingent consideration liabilities	$	-		-			(40,356	)		(40,356	)

Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block]

	Nine Months Ended			Twelve Months Ended
	February 28, 2017			May 31, 2016
Balance at the beginning of the period	$	(40,356	)		(18,596	)
Additions due to acquisitions		-			(20,000	)
Payments		6			65
Accretion of fair value		(3,034	)		(1,825	)
Balance at the end of the period	$	(43,384	)		(40,356	)

XML

Note 12 - Accumulated Other Comprehensive (Loss) Income (Tables)

9 Months Ended

Feb. 28, 2017

Notes Tables

Comprehensive Income (Loss) [Table Text Block]

	Pretax			Tax			After Tax
Nine Months Ended February 28, 2017
Foreign exchange translation adjustments	$	(5,694	)		(141	)		(5,553	)
Changes in fair value of cash flow hedges		155			61			94
Accumulated other comprehensive loss	$	(5,539	)		(80	)		(5,459	)
Twelve Months Ended May 31, 2016
Foreign exchange translation adjustments	$	(282	)		(108	)		(174	)
Changes in fair value of cash flow hedges		530			199			331
Accumulated other comprehensive income	$	248			91			157

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

	As of
	February 28, 2017			May 31, 2016
Cumulative foreign currency translation adjustments	$	(44,866	)		(39,313	)
Change in fair value of cash flow hedges, net of tax		-			(94	)
Accumulated other comprehensive loss	$	(44,866	)		(39,407	)

XML

Note 15 - Segment and Geographic Information (Tables)

9 Months Ended

Feb. 28, 2017

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended				Nine Months Ended
	February 28		February 29		February 28		February 29
	2017		2016		2017		2016
Net sales by product group:
Transfusion	$	77,881		73,589		236,165		235,296
Transplant & Molecular		16,083		15,304		50,068		46,558
Total	$	93,964		88,893		286,233		281,854

Revenue from External Customers by Products and Services [Table Text Block]

	Three Months Ended				Nine Months Ended
	February 28		February 29		February 28		February 29
	2017		2016		2017		2016
Net sales to customers by geography are as follows:
United States	$	59,682		57,435		179,654		179,878
Europe (A)		17,181		16,609		52,756		52,517
Canada		3,721		3,233		11,245		11,084
Other		13,380		11,616		42,578		38,375
Total	$	93,964		88,893		286,233		281,854

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]

	As of
	February 28, 2017		May 31, 2016
Long-lived assets (excluding goodwill and intangibles) by geography:
United States	$	55,308		55,080
Europe (B)		15,292		14,729
Canada		3,536		3,543
Other (C)		2,656		2,663
Total	$	76,792		76,015

	As of
	February 28, 2017		May 31, 2016
Concentration of net assets by geography:
United States	$	175,891		200,226
Europe		93,221		102,593
Canada		29,821		28,617
Other (C)		11,494		13,110
Total	$	310,427		344,546

XML

Note 16 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Tables)

9 Months Ended

Feb. 28, 2017

Notes Tables

Condensed Balance Sheet [Table Text Block]

	Immucor, Inc.		Guarantors			Non- Guarantors		Eliminations			Immucor, Inc. and Subsidiaries		VIE and VIE eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	4,095		(193	)		5,796		-			9,698		337			10,035
Accounts receivable, net		29,687		6,253			28,180		-			64,120		-			64,120
Intercompany receivable		98,999		39,091			18,687		(156,483	)		294		(294	)		-
Inventories, net		19,630		18,993			12,482		(2,235	)		48,870		-			48,870
Prepaid expenses and other current assets		2,788		240			5,797		-			8,825		-			8,825
Total current assets		155,199		64,384			70,942		(158,718	)		131,807		43			131,850
Property and equipment, net		41,865		12,769			21,484		-			76,118		674			76,792
Investment in subsidiaries		194,061		20,032			3,019		(217,112	)		-		-			-
Goodwill		744,044		62,771			47,816		-			854,631		105			854,736
Other intangible assets, net		453,920		87,570			28,959		-			570,449		18,815			589,264
Other assets		28,268		364			489		(9,871	)		19,250		(8,021	)		11,229
Total assets	$	1,617,357		247,890			172,709		(385,701	)		1,652,255		11,616			1,663,871
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	10,244		4,911			5,144		-			20,299		964			21,263
Intercompany payable		8,643		134,286			13,554		(156,483	)		-		-			-
Accrued interest and interest rate swap liability		7,373		-			-		-			7,373		-			7,373
Accrued expenses and other current liabilities		12,654		4,850			6,376		-			23,880		12			23,892
Income taxes payable		30,026		(29,609	)		3,059		-			3,476		-			3,476
Deferred revenue, current portion		2,204		-			1,016		-			3,220		-			3,220
Current portion of long-term debt		26,633		85			-		-			26,718		-			26,718
Total current liabilities		97,777		114,523			29,149		(156,483	)		84,966		976			85,942
Long-term debt, excluding current portion		1,010,427		-			-		-			1,010,427		-			1,010,427
Deferred income tax liabilities		187,284		3,710			7,707		(863	)		197,838		3,671			201,509
Other long-term liabilities		18,411		45,709			1,317		(9,871	)		55,566		-			55,566
Total liabilities		1,313,899		163,942			38,173		(167,217	)		1,348,797		4,647			1,353,444
Equity:
Shareholders' equity of Immucor, Inc.		303,458		83,948			134,536		(218,484	)		303,458		-			303,458
Noncontrolling interest		-		-			-		-			-		6,969			6,969
Total equity		303,458		83,948			134,536		(218,484	)		303,458		6,969			310,427
Total liabilities and equity	$	1,617,357		247,890			172,709		(385,701	)		1,652,255		11,616			1,663,871

	Immucor, Inc.		Guarantors			Non- Guarantors		Eliminations			Immucor, Inc. and Subsidiaries		VIE and VIE eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	4,058		(187	)		6,356		-			10,227		36			10,263
Accounts receivable, net		28,314		5,866			27,863		-			62,043		-			62,043
Intercompany receivable		98,375		26,311			24,710		(148,502	)		894		(894	)		-
Inventories, net		19,853		17,321			11,415		(1,695	)		46,894		-			46,894
Prepaid expenses and other current assets		3,381		449			4,649		-			8,479		-			8,479
Total current assets		153,981		49,760			74,993		(150,197	)		128,537		(858	)		127,679
Property and equipment, net		39,724		14,713			20,934		-			75,371		644			76,015
Investment in subsidiaries		211,451		20,033			3,019		(234,503	)		-		-			-
Goodwill		744,044		62,771			50,103		-			856,918		105			857,023
Other intangible assets, net		489,871		92,500			31,906		-			614,277		18,820			633,097
Other assets		30,346		274			360		(9,728	)		21,252		(7,433	)		13,819
Total assets	$	1,669,417		240,051			181,315		(394,428	)		1,696,355		11,278			1,707,633
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	10,622		5,517			5,346		-			21,485		744			22,229
Intercompany payable		18,293		117,516			12,693		(148,502	)		-		-			-
Accrued interest and interest rate swap liability		18,869		-			-		-			18,869		-			18,869
Accrued expenses and other current liabilities		10,700		5,230			6,075		-			22,005		4			22,009
Income taxes payable		30,190		(29,838	)		2,233		-			2,585		-			2,585
Deferred revenue, current portion		1,785		-			1,079		-			2,864		-			2,864
Current portion of long-term debt		6,634		172			-		-			6,806		-			6,806
Total current liabilities		97,093		98,597			27,426		(148,502	)		74,614		748			75,362
Long-term debt, excluding current portion		1,007,888		60			-		-			1,007,948		-			1,007,948
Deferred income tax liabilities		201,489		7,070			8,245		(654	)		216,150		6,207			222,357
Other long-term liabilities		22,724		43,099			1,325		(9,728	)		57,420		-			57,420
Total liabilities		1,329,194		148,826			36,996		(158,884	)		1,356,132		6,955			1,363,087
Equity:
Shareholders' equity of Immucor, Inc.		340,223		91,225			144,319		(235,544	)		340,223		-			340,223
Noncontrolling interest		-		-			-		-			-		4,323			4,323
Total equity		340,223		91,225			144,319		(235,544	)		340,223		4,323			344,546
Total liabilities and equity	$	1,669,417		240,051			181,315		(394,428	)		1,696,355		11,278			1,707,633

Condensed Income Statement [Table Text Block]

	Immucor, Inc.			Guarantors			Non- Guarantors			Eliminations			Immucor, Inc. and Subsidiaries			VIE and VIE eliminations			Total
Net sales	$	61,765			16,805			34,628			(19,234	)		93,964			-			93,964
Cost of sales (*)		22,155			10,155			22,242			(19,234	)		35,318			-			35,318
Gross profit		39,610			6,650			12,386			-			58,646			-			58,646
Operating expenses:
Research and development		3,572			3,960			240			-			7,772			1,056			8,828
Selling and marketing		6,684			1,865			4,979			-			13,528			-			13,528
Distribution		2,100			296			1,687			-			4,083			-			4,083
General and administrative		6,507			1,144			2,380			-			10,031			15			10,046
Amortization expense		11,970			1,629			508			-			14,107			2			14,109
Total operating expense		30,833			8,894			9,794			-			49,521			1,073			50,594
Income (loss) from operations		8,777			(2,244	)		2,592			-			9,125			(1,073	)		8,052
Non-operating income (expense)
Interest income		241			-			69			(107	)		203			(202	)		1
Interest expense		(22,136	)		(889	)		(63	)		107			(22,981	)		-			(22,981	)
Other, net		1,014			403			(219	)		-			1,198			(1,304	)		(106	)
Total non-operating net expense		(20,881	)		(486	)		(213	)		-			(21,580	)		(1,506	)		(23,086	)
(Loss) income before income taxes		(12,104	)		(2,730	)		2,379			-			(12,455	)		(2,579	)		(15,034	)
(Benefit) provision for income taxes		(4,173	)		(995	)		463			-			(4,705	)		(911	)		(5,616	)
Net (loss) income before earnings of consolidated subsidaries		(7,931	)		(1,735	)		1,916			-			(7,750	)		(1,668	)		(9,418	)
Net income (loss) of consolidated subsidiaries		181			-			-			(181	)		-			-			-
Net (loss) income		(7,750	)		(1,735	)		1,916			(181	)		(7,750	)		(1,668	)		(9,418	)
Net loss attributable to noncontrolling interest		-			-			-			-			-			(1,668	)		(1,668	)
Net (loss) income attributable to shareholders of Immucor, Inc.	$	(7,750	)		(1,735	)		1,916			(181	)		(7,750	)		-			(7,750	)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	57,913			14,370			32,288			(15,678	)		88,893
Cost of sales (*)		20,150			8,527			21,132			(15,679	)		34,130
Gross profit		37,763			5,843			11,156			1			54,763
Operating expenses:
Research and development		2,970			3,785			408			(253	)		6,910
Selling and marketing		5,745			2,242			5,264			-			13,251
Distribution		2,288			333			1,534			-			4,155
General and administrative		8,588			1,289			1,929			(27	)		11,779
Amortization expense		11,972			1,082			521			-			13,575
Total operating net expense		31,563			8,731			9,656			(280	)		49,670
Income (loss) from operations		6,200			(2,888	)		1,500			281			5,093
Non-operating income (expense):
Interest income		105			-			54			(111	)		48
Interest expense		(22,253	)		(118	)		(69	)		111			(22,329	)
Other, net		4,086			92			(4,215	)		(280	)		(317	)
Total non-operating net expense		(18,062	)		(26	)		(4,230	)		(280	)		(22,598	)
(Loss) income before income taxes		(11,862	)		(2,914	)		(2,730	)		1			(17,505	)
Benefit for income taxes		(7,727	)		(1,045	)		(73	)		-			(8,845	)
Net (loss) income before earnings of consolidated subsidiaries		(4,135	)		(1,869	)		(2,657	)		1			(8,660	)
Net (loss) income of consolidated subsidiaries		(4,288	)								4,288			-
Net (loss) income		(8,423	)		(1,869	)		(2,657	)		4,289			(8,660	)
Net loss attributable to noncontrolling interest		-			-			(237	)		-			(237	)
Net (loss) income attributable to shareholders of Immucor, Inc.	$	(8,423	)		(1,869	)		(2,420	)		4,289			(8,423	)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Immucor, Inc. and Subsidiaries			VIE and VIE eliminations			Total
Net sales	$	184,721			48,473			107,257			(54,218	)		286,233			-			286,233
Cost of sales (*)		64,628			29,370			70,169			(54,218	)		109,949			-			109,949
Gross profit		120,093			19,103			37,088			-			176,284			-			176,284
Operating expenses:
Research and development		10,910			12,330			563			-			23,803			2,822			26,625
Selling and marketing		22,275			6,133			15,611			-			44,019			-			44,019
Distribution		6,559			942			5,147			-			12,648			-			12,648
General and administrative		21,825			3,828			6,391			-			32,044			67			32,111
Amortization expense		35,912			4,930			1,569			-			42,411			5			42,416
Total operating expense		97,481			28,163			29,281			-			154,925			2,894			157,819
Income (loss) from operations		22,612			(9,060	)		7,807			-			21,359			(2,894	)		18,465
Non-operating income (expense):
Interest income		628			5			263			(299	)		597			(588	)		9
Interest expense		(66,800	)		(2,596	)		(106	)		299			(69,203	)		-			(69,203	)
Other, net		7,845			1,282			(6,078	)		-			3,049			(3,709	)		(660	)
Total non-operating net expense		(58,327	)		(1,309	)		(5,921	)		-			(65,557	)		(4,297	)		(69,854	)
(Loss) income before income taxes		(35,715	)		(10,369	)		1,886			-			(44,198	)		(7,191	)		(51,389	)
(Benefit) provision for income taxes		(15,554	)		(3,093	)		2,072			-			(16,575	)		(2,537	)		(19,112	)
Net loss before earnings of consolidated subsidaries		(20,161	)		(7,276	)		(186	)		-			(27,623	)		(4,654	)		(32,277	)
Net (loss) income of consolidated subsidiaries		(7,462	)		-			-			7,462			-			-			-
Net (loss) income		(27,623	)		(7,276	)		(186	)		7,462			(27,623	)		(4,654	)		(32,277	)
Net loss attributable to noncontrolling interest		-			-			-			-			-			(4,654	)		(4,654	)
Net (loss) income attributable to shareholders of Immucor, Inc.	$	(27,623	)		(7,276	)		(186	)		7,462			(27,623	)		-			(27,623	)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	185,196			43,423			102,718			(49,483	)		281,854
Cost of sales (*)		62,491			26,605			67,047			(49,483	)		106,660
Gross profit		122,705			16,818			35,671			-			175,194
Operating expenses:
Research and development		8,919			11,088			746			(253	)		20,500
Selling and marketing		18,820			7,745			15,492			-			42,057
Distribution		7,224			1,056			4,689			-			12,969
General and administrative		22,683			4,117			6,360			(27	)		33,133
Amortization expense		35,916			3,238			1,591			-			40,745
Total operating net expense		93,562			27,244			28,878			(280	)		149,404
Income (loss) from operations		29,143			(10,426	)		6,793			280			25,790
Non-operating income (expense):
Interest income		183			-			114			(165	)		132
Interest expense		(66,997	)		(350	)		(93	)		165			(67,275	)
Other, net		5,046			(154	)		(4,978	)		(280	)		(366	)
Total non-operating net expense		(61,768	)		(504	)		(4,957	)		(280	)		(67,509	)
(Loss) income before income taxes		(32,625	)		(10,930	)		1,836			-			(41,719	)
(Benefit) provision for income taxes		(11,612	)		(3,833	)		1,399			-			(14,046	)
Net (loss) income before earnings of consolidated subsidiaries		(21,013	)		(7,097	)		437			-			(27,673	)
Net (loss) income of consolidated subsidiaries		(6,423	)		-			-			6,423			-
Net (loss) income		(27,436	)		(7,097	)		437			6,423			(27,673	)
Net loss attributable to noncontrolling interest		-			-			(237	)		-			(237	)
Net (loss) income attributable to shareholders of Immucor, Inc.	$	(27,436	)		(7,097	)		674			6,423			(27,436	)

Condensed Cash Flow Statement [Table Text Block]

	Immucor, Inc.			Guarantors			Non- Guarantors			Eliminations			Immucor, Inc. and Subsidiaries			VIE and VIE elimination			Total
Net cash (used in) provided by operating activities	$	(5,034	)		1,337			9,187			(5,132	)		358			(6,857	)		(6,499	)
Net cash used in investing activities		(2,414	)		(1,196	)		(663	)		(3,903	)		(8,176	)		(142	)		(8,318	)
Net cash provided by (used in) financing activities		7,345			(147	)		(8,744	)		8,744			7,198			7,300			14,498
Effect of exchange rate changes on cash and cash equivalents		140			-			(340	)		291			91			-			91
Increase (decrease) in cash and cash equivalents		37			(6	)		(560	)		-			(529	)		301			(228	)
Cash and cash equivalents at beginning of period		4,058			(187	)		6,356			-			10,227			36			10,263
Cash and cash equivalents at end of period	$	4,095			(193	)		5,796			-			9,698			337			10,035

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
Net cash provided by (used in) operating activities	$	10,666			1,423			(1,600	)		(3,648	)		6,841
Net cash (used in) provided by investing activities		(8,860	)		(1,671	)		3,890			(6,009	)		(12,650	)
Net cash (used in) provided by financing activities		(6,475	)		(7	)		(3,517	)		9,517			(482	)
Effect of exchange rate changes on cash and cash equivalents		269			-			(291	)		140			118
Decrease in cash and cash equivalents		(4,400	)		(255	)		(1,518	)		-			(6,173	)
Cash and cash equivalents at beginning of period		7,080			(263	)		11,546			-			18,363
Cash and cash equivalents at end of period	$	2,680			(518	)		10,028			-			12,190

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Note 18 - Commitments and Contingencies (Tables)

9 Months Ended

Feb. 28, 2017

Notes Tables

Schedule of Future Payments for Royalty Payment Commitments [Table Text Block]

Year ended May 31:
2017	$	10,831
2018		12,705
2019		7,337
2020		3,498
2021		1,750
Total	$	36,121

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Note 2 - Business Combinations (Details Textual) - USD ($) $ in Thousands			3 Months Ended	12 Months Ended
	Mar. 04, 2016	Aug. 03, 2015	May 31, 2016	May 31, 2015	Feb. 28, 2017
Business Combination, Contingent Consideration, Liability			$ 40,356	$ 18,596	$ 43,384
Goodwill			857,023	842,258	$ 854,736
Sirona Genomics Inc. [Member]
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Payments to Acquire Businesses, Gross	$ 15,000		$ 14,400	$ 600
Business Combination, Contingent Consideration Arrangements, Potential Earn-out Period	5 years
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High	$ 45,000
Business Combination, Consideration Transferred	35,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	40,600
Goodwill	14,800
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment	2,100
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	1,300
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities	1,500
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt	9,700
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent	12,500
Sirona Genomics Inc. [Member] | Other Noncurrent Liabilities [Member]
Business Combination, Contingent Consideration, Liability	$ 20,000
Sirona Genomics Inc. [Member] | Revenue Targets [Member]
Business Combination, Contingent Consideration Arrangements, Potential Earn-out Period	5 years
Sirona Genomics Inc. [Member] | Revenue Milestones [Member]
Business Combination, Contingent Consideration Arrangements, Potential Earn-out Period	5 years
Reference Lab [Member]
Payments to Acquire Businesses, Gross		$ 800
Goodwill		300
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment		300
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		$ 200

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Note 3 - Consolidated Variable Interest Entity (Details Textual) - USD ($) $ in Thousands	Feb. 29, 2016	Feb. 28, 2017	May 31, 2016	May 31, 2015
Goodwill		$ 854,736	$ 857,023	$ 842,258
Business Combination, Contingent Consideration, Liability		$ 43,384	$ 40,356	$ 18,596
Sentilus [Member]
Payments to Acquire Businesses, Gross	$ 6,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	1,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equipment	500
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	18,800
Goodwill	100
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent	7,200
Business Combination, Contingent Consideration, Liability	$ 7,200

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Note 3 - Consolidated Variable Interest Entity - Components of Assets and Liabilities of Variable Interest Entities (Details) - USD ($) $ in Thousands	Feb. 28, 2017	May 31, 2016	Feb. 29, 2016	May 31, 2015
Cash and Cash Equivalents, at Carrying Value	$ 10,035	$ 10,263	$ 12,190	$ 18,363
Accounts payable	21,263	22,229
Total current assets	131,850	127,679
Total current liabilities	85,942	75,362
Property and equipment, net	76,792	76,015
Deferred income tax liabilities	201,509	222,357
Goodwill	854,736	857,023		842,258
Business Combination, Contingent Consideration, Liability	43,384	40,356		$ 18,596
Non-current Assets	76,792	76,015
Total assets	1,663,871	1,707,633
Total liabilities	1,353,444	1,363,087
Sentilus [Member]
Cash and Cash Equivalents, at Carrying Value	337	36
Accounts payable	964	744
Total current assets	337	36
Accrued expenses and other current liabilities	12	4
Total current liabilities	976	748
Property and equipment, net	674	644
Deferred income tax liabilities	3,671	6,207
Goodwill	105	105
Other intangible assets, net	18,815	18,820
Business Combination, Contingent Consideration, Liability	8,021	7,433
Non-current Assets	19,594	19,569
Total noncurrent liabilities	11,692	13,640
Total assets	19,931	19,605
Total liabilities	$ 12,668	$ 14,388

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Note 4 - Related Party Transactions (Details Textual) - TPG Capital, L.P. [Member] - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016	May 31, 2012	May 31, 2016
Due to Related Parties	$ 0.5		$ 0.5			$ 1.7
General and Administrative Expense [Member]
Related Party Transaction, Expenses from Transactions with Related Party	$ 0.8	$ 0.8	$ 2.4	$ 2.4
Annual Monitoring Fee [Member]
Related Party Transaction, Amounts of Transaction					$ 3.0

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Note 5 - Inventories, Net - Inventories, Net (Details) - USD ($) $ in Thousands	Feb. 28, 2017	May 31, 2016
Raw materials and supplies	$ 12,490	$ 11,840
Work in process	13,335	11,944
Finished goods	23,045	23,110
Total Inventories, net	$ 48,870	$ 46,894

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Note 6 - Property and Equipment, Net (Details Textual) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016
Depreciation	$ 3.8	$ 3.6	$ 11.7	$ 10.7

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Note 6 - Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Feb. 28, 2017	May 31, 2016
Property and Equipment, Gross	$ 156,399	$ 146,922
Less: Accumulated depreciation	(79,607)	(70,907)
Property and equipment, net	76,792	76,015
Land [Member]
Property and Equipment, Gross	214	217
Building and Building Improvements [Member]
Property and Equipment, Gross	2,183	2,163
Leasehold Improvements [Member]
Property and Equipment, Gross	26,379	26,261
Construction in Progress [Member]
Property and Equipment, Gross	8,273	4,275
Furniture and Fixtures [Member]
Property and Equipment, Gross	4,219	3,861
Machinery and Equipment [Member]
Property and Equipment, Gross	$ 115,131	$ 110,145

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Note 7 - Goodwill (Details Textual) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Feb. 28, 2017	May 31, 2016
Goodwill, Impaired, Accumulated Impairment Loss	$ 160,000	$ 160,000
Goodwill, Impairment Loss	$ 0	$ 0

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Note 7 - Goodwill - Changes In Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Feb. 28, 2017	May 31, 2016
Balance at beginning of period	$ 857,023	$ 842,258
Additions:
Acquisition of businesses		15,131
Foreign currency translation adjustment	(2,287)	(366)
Balance at end of period	$ 854,736	$ 857,023

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Note 8 - Other Intangible Assets, Net (Details Textual) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016
Amortization of Intangible Assets	$ 14.1	$ 13.6	$ 42.4	$ 40.7

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Note 8 - Other Intangible Assets, Net - Other Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Feb. 28, 2017	May 31, 2016
Cost	$ 857,961	$ 859,834
Accumulated Amortization	(293,397)	(251,437)
Net	564,564	608,397
Cost	24,700	24,700
Cost	882,661	884,534
Other intangible assets, net	589,264	633,097
In Process Research and Development [Member]
Cost	$ 24,700	24,700
Customer Relationships [Member]
Weighted Average Life (Year)	20 years
Cost	$ 460,729	462,602
Accumulated Amortization	(126,122)	(109,260)
Net	$ 334,607	353,342
Technology-Based Intangible Assets [Member]
Weighted Average Life (Year)	12 years
Cost	$ 355,604	355,604
Accumulated Amortization	(151,495)	(128,530)
Net	$ 204,109	227,074
Trade Names [Member]
Weighted Average Life (Year)	15 years
Cost	$ 40,000	40,000
Accumulated Amortization	(14,754)	(12,754)
Net	$ 25,246	27,246
Off-Market Favorable Lease [Member]
Weighted Average Life (Year)	4 years
Cost	$ 1,200	1,200
Accumulated Amortization	(685)	(631)
Net	$ 515	569
Other Intangible Assets [Member]
Weighted Average Life (Year)	4 years
Cost	$ 428	428
Accumulated Amortization	(341)	(262)
Net	$ 87	$ 166

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Note 8 - Other Intangible Assets, Net - Future Amortization Expense (Details) $ in Thousands	Feb. 28, 2017 USD ($)
2017	$ 14,137
2018	56,477
2019	52,553
2020	51,445
2021	51,416
2022	$ 51,411

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Note 9 - Long-term Debt (Details Textual) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Feb. 28, 2017	May 31, 2016	May 31, 2015	Aug. 19, 2019	Feb. 19, 2019	Aug. 19, 2018	May 04, 2016
Long-term Debt, Current Maturities	$ 26,718	$ 6,806
Line Of Credit Facility Provisions		$ 0	$ 0
Notes Payable, Other Payables [Member]
Debt Instrument, Interest Rate, Stated Percentage	11.125%
Debt Instrument, Interest Rate, Effective Percentage	11.81%
Debt Instrument, Face Amount	$ 400,000
Minimum [Member]
Line of Credit Facility, Interest Rate at Period End	1.25%
Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 80,000						$ 80,000
Line of Credit Facility Step Down Rate	0.25%
Line Of Credit Facility Net Leverage Ratio	3
Long-term Line of Credit	$ 20,000
Revolving Credit Facility [Member] | Scenario, Forecast [Member]
Line of Credit Facility, Maximum Borrowing Capacity				$ 50,000	$ 60,000	$ 70,000
Revolving Credit Facility [Member] | Weighted Average [Member]
Debt Instrument, Interest Rate, Stated Percentage	4.85%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	3.75%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Debt Instrument, Basis Spread on Variable Rate	0.00%
Revolving Credit Facility [Member] | Base Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	2.75%
Letter of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 25,000
Long-term Line of Credit	$ 0
Senior Credit Facilities [Member] | Federal Funds Effective Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	0.50%
Senior Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	1.00%
Original Term Loan Facility [Member]
Secured Long-term Debt, Noncurrent	$ 663,300
Term Loan Facility [Member]
Debt Instrument, Interest Rate, Stated Percentage	5.00%	0.25%
Debt Instrument, Interest Rate, Effective Percentage	6.18%
Debt Instrument Pricipal Payment Percent	0.25%
Long-term Debt, Current Maturities	$ 1,700
Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	3.75%
Term Loan Facility [Member] | Base Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	2.75%

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Note 9 - Long-term Debt - Long-term Debt (Details) - USD ($) $ in Thousands		Feb. 28, 2017	May 31, 2016
Long-term debt, gross		$ 1,056,887	$ 1,042,009
Long-term debt, discount	[1]	(5,625)	(7,858)
Long-term debt, deferred financing costs	[2]	(14,117)	(19,397)
Long-term debt, net		1,037,145	1,014,754
Capital lease agreements		85	232
Less: Current portion of long-term debt		26,718	6,806
Less: Current portion of long-term debt		26,718	6,806
Long-term debt, excluding current portion		1,030,169	1,035,203
Long-term debt, excluding current portion	[1]	(5,625)	(7,858)
Long-term debt, excluding current portion		1,010,427	1,007,948
Revolving Credit Facility [Member]
Long-term debt, gross		20,000
Long-term debt, net		20,000
Term Loan Facility [Member]
Long-term debt, gross		636,802	641,777
Long-term debt, discount	[1]	(3,505)	(5,210)
Long-term debt, deferred financing costs	[2]	(8,333)	(12,174)
Long-term debt, net		624,964	624,393
Notes Payable [Member]
Long-term debt, gross		400,000	400,000
Long-term debt, discount	[1]	(2,120)	(2,648)
Long-term debt, deferred financing costs	[2]	(5,784)	(7,223)
Long-term debt, net		$ 392,096	$ 390,129

[1] OID refers to original issue discounts on the Company's long-term debt

[2] DFC refers to deferred financing costs related to the Company's long-term debt facilities

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Note 9 - Long-term Debt - Maturities of Long-term Debt (Details) - USD ($) $ in Thousands	Feb. 28, 2017	May 31, 2016
2017	$ 21,742
2018	6,632
2019	628,513
2020	400,000
Total	$ 1,056,887	$ 1,042,009

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Note 9 - Long-term Debt - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016
Amortization of deferred financing costs	$ 1,771	$ 1,792	$ 5,285	$ 5,327
Interest rate swaps and other interest	46	122	215	487
Revolving facility fees and interest	283	154	832	563
Interest accreted on contingent consideration liabilities	1,040	291	3,034	861
Total interest expense	22,981	22,329	69,203	67,275
Term Loan Facility [Member]
Interest Expense Including OID Amortization	8,538	8,685	25,934	26,190
Notes Payable, Other Payables [Member]
Interest Expense Including OID Amortization	$ 11,303	$ 11,285	$ 33,903	$ 33,847

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Note 9 - Long-term Debt - Changes in Deferred Financing Costs (Details) - USD ($) $ in Thousands		9 Months Ended	12 Months Ended
		Feb. 28, 2017	May 31, 2016
Balance at beginning of period		$ 19,397	$ 26,399
Debt issuance costs (1)	[1]	5	118
Amortization		(5,285)	(7,120)
Balance at end of period		$ 14,117	$ 19,397

[1] Debt issuance costs are related to Amendment No. 6 of the Company's credit agreement.

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Note 10 - Derivative Financial Instruments (Details Textual) - Interest Rate Swap [Member] - USD ($) $ in Millions	Feb. 28, 2017	Sep. 30, 2016	Sep. 30, 2015
Derivative, Amount of Hedged Item	$ 70
Effective October 1, 2014 through September 30, 2015 [Member]
Derivative, Amount of Hedged Item			$ 155
Effective October 1, 2015 through September 30, 2016 [Member]
Derivative, Amount of Hedged Item		$ 70
London Interbank Offered Rate (LIBOR) [Member] | Effective October 1, 2014 through September 30, 2015 [Member]
Derivative, Average Fixed Interest Rate			1.77%
London Interbank Offered Rate (LIBOR) [Member] | Effective October 1, 2015 through September 30, 2016 [Member]
Derivative, Average Fixed Interest Rate		1.91%
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Derivative, Fixed Interest Rate	1.25%

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Note 10 - Derivative Financial Instruments - Fair Values of the Interest Rate Swap Agreements (Details) - USD ($) $ in Thousands	Feb. 28, 2017	May 31, 2016
Interest rate swaps (included in other liabilities)		$ (155)

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Note 10 - Derivative Financial Instruments - The Loss From Accumulated Other Comprehensive Income (Loss) (OCI) Into Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 28, 2016
Interest expense (effective portion)		$ (121)	$ (167)	$ (489)
Interest Income [Member]
Interest expense (ineffective portion)				$ (1)

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Note 11 - Fair Value (Details Textual) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Feb. 28, 2017	May 31, 2016	Feb. 29, 2016	May 31, 2015
Cash and Cash Equivalents, at Carrying Value	$ 10,035	$ 10,263	$ 12,190	$ 18,363
Business Combination, Contingent Consideration, Liability	43,384	40,356		$ 18,596
Contingent Consideration [Member]
Business Combination, Contingent Consideration, Liability	43,400	40,400
Term Loan Facility [Member]
Long-term Debt, Fair Value	631,200	614,500
Notes Payable, Other Payables [Member]
Long-term Debt, Fair Value	$ 384,000	$ 364,300
Geographic Concentration Risk [Member] | UNITED STATES | Cash and Cash Equivalents1 [Member]
Concentration Risk, Percentage	42.00%	38.00%

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Note 11 - Fair Value - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Feb. 28, 2017	May 31, 2016	May 31, 2015
Contingent consideration liabilities	$ (43,384)	$ (40,356)	$ (18,596)
Derivative instruments		(155)
Fair Value, Inputs, Level 1 [Member]
Contingent consideration liabilities
Derivative instruments
Fair Value, Inputs, Level 2 [Member]
Contingent consideration liabilities
Derivative instruments		(155)
Fair Value, Inputs, Level 3 [Member]
Contingent consideration liabilities	$ (43,384)	(40,356)
Derivative instruments

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Note 11 - Fair Value - Contingent Consideration Liability (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Feb. 28, 2017	May 31, 2016
Balance at the beginning of the period	$ (40,356)	$ (18,596)
Additions due to acquisitions		(20,000)
Payments	6	65
Accretion of fair value	(3,034)	(1,825)
Balance at the end of the period	$ (43,384)	$ (40,356)

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Note 12 - Accumulated Other Comprehensive (Loss) Income - Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016	May 31, 2016
Foreign exchange translation adjustments, pretax			$ (5,694)		$ (282)
Foreign exchange translation adjustments, tax			(141)		(108)
Foreign exchange translation adjustments, after tax	$ 930	$ 1,795	(5,553)	$ (3,680)	(174)
Changes in fair value of cash flow hedges, pretax			155		530
Changes in fair value of cash flow hedges, tax			61		199
Changes in fair value of cash flow hedges, after tax		111	94	249	331
Accumulated other comprehensive loss, pretax			(5,539)		248
Accumulated other comprehensive loss, tax			(80)		91
Accumulated other comprehensive loss, after tax	$ 930	$ 1,906	$ (5,459)	$ (3,431)	$ 157

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Note 12 - Accumulated Other Comprehensive (Loss) Income - Components of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	Feb. 28, 2017	May 31, 2016
Cumulative foreign currency translation adjustments	$ (44,866)	$ (39,313)
Change in fair value of cash flow hedges, net of tax		(94)
Accumulated other comprehensive loss	$ (44,866)	$ (39,407)

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Note 13 - Share-based Compensation (Details Textual) - USD ($)	3 Months Ended			9 Months Ended
	Feb. 28, 2017	Aug. 31, 2016	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016
2011 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	11,103			11,103
Allocated Share-based Compensation Expense	$ 1,000,000		$ 1,300,000	$ 3,500,000	$ 4,000,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	10,700,000			$ 10,700,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition				2 years 219 days
Employee Stock Option [Member] | 2011 Equity Incentive Plan [Member]
Stock Granted, Value, Share-based Compensation, Gross	$ 300,000		$ 0	$ 1,300,000	$ 17,200,000
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		2 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage		50.00%
Performance Shares [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		3 years
Performance Shares [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		4 years

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Note 14 - Income Taxes (Details Textual)	9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016
Effective Income Tax Rate Reconciliation, Percent	37.20%	33.70%

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Note 15 - Segment and Geographic Information (Details Textual)	9 Months Ended
	Feb. 28, 2017
Number of Operating Segments	2
Number of Reportable Segments	1

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Note 15 - Segment and Geographic Information - Sales by Product Group (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016
Net sales by product group:
Net sales	$ 93,964	$ 88,893	$ 286,233	$ 281,854
Transfusion [Member]
Net sales by product group:
Net sales	77,881	73,589	236,165	235,296
Transplant & Molecular [Member]
Net sales by product group:
Net sales	$ 16,083	$ 15,304	$ 50,068	$ 46,558

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Note 15 - Segment and Geographic Information - Net Export Sales to Unaffiliated Customers (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016
Net sales to customers by geography are as follows:
Net sales		$ 93,964	$ 88,893	$ 286,233	$ 281,854
UNITED STATES
Net sales to customers by geography are as follows:
Net sales		59,682	57,435	179,654	179,878
Europe [Member]
Net sales to customers by geography are as follows:
Net sales	[1]	17,181	16,609	52,756	52,517
CANADA
Net sales to customers by geography are as follows:
Net sales		3,721	3,233	11,245	11,084
Other Georgraphic Area [Member]
Net sales to customers by geography are as follows:
Net sales		$ 13,380	$ 11,616	$ 42,578	$ 38,375

[1] Net sales to any individual country within Europe were not material to the Company's consolidated net sales.

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Note 15 - Segment and Geographic Information - Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands		Feb. 28, 2017	May 31, 2016
Long-lived assets (excluding goodwill and intangibles) by geography:
Non-current Assets		$ 76,792	$ 76,015
Concentration of net assets by geography:
Assets, net		310,427	344,546
UNITED STATES
Long-lived assets (excluding goodwill and intangibles) by geography:
Non-current Assets		55,308	55,080
Concentration of net assets by geography:
Assets, net		175,891	200,226
Europe [Member]
Long-lived assets (excluding goodwill and intangibles) by geography:
Non-current Assets	[1]	15,292	14,729
Concentration of net assets by geography:
Assets, net		93,221	102,593
CANADA
Long-lived assets (excluding goodwill and intangibles) by geography:
Non-current Assets		3,536	3,543
Concentration of net assets by geography:
Assets, net		29,821	28,617
Other Georgraphic Area [Member]
Long-lived assets (excluding goodwill and intangibles) by geography:
Non-current Assets	[2]	2,656	2,663
Concentration of net assets by geography:
Assets, net	[2]	$ 11,494	$ 13,110

[1] Long-lived assets located in any individual country within Europe were not material to the Company's consolidated long-lived assets.

[2] Primarily Japan and India.

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Note 16 - Condensed Consolidating Financial Information of Guarantor Subsidiaries - Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands	Feb. 28, 2017	May 31, 2016	Feb. 29, 2016	May 31, 2015
Current Assets:
Cash and cash equivalents	$ 10,035	$ 10,263	$ 12,190	$ 18,363
Accounts receivable, net	64,120	62,043
Intercompany receivable
Inventories, net	48,870	46,894
Prepaid expenses and other current assets	8,825	8,479
Total current assets	131,850	127,679
Property and equipment, net	76,792	76,015
Investment in subsidiaries
Goodwill	854,736	857,023		842,258
Other intangible assets, net	589,264	633,097
Other assets	11,229	13,819
Total assets	1,663,871	1,707,633
Current Liabilities:
Accounts payable	21,263	22,229
Intercompany payable
Accrued interest and interest rate swap liability	7,373	18,869
Accrued expenses and other current liabilities	23,892	22,009
Income taxes payable	3,476	2,585
Deferred revenue, current portion	3,220	2,864
Long-term Debt, Current Maturities	26,718	6,806
Total current liabilities	85,942	75,362
Long-term debt, excluding current portion	1,010,427	1,007,948
Deferred income tax liabilities	201,509	222,357
Other long-term liabilities	55,566	57,420
Total liabilities	1,353,444	1,363,087
Equity:
Shareholders' equity of Immucor, Inc.	303,458	340,223
Noncontrolling interest	6,969	4,323
Total equity	310,427	344,546		383,681
Total liabilities and equity	1,663,871	1,707,633
Consolidation, Eliminations [Member]
Current Assets:
Cash and cash equivalents
Accounts receivable, net
Intercompany receivable	(156,483)	(148,502)
Inventories, net	(2,235)	(1,695)
Prepaid expenses and other current assets
Total current assets	(158,718)	(150,197)
Property and equipment, net
Investment in subsidiaries	(217,112)	(234,503)
Goodwill
Other intangible assets, net
Other assets	(9,871)	(9,728)
Total assets	(385,701)	(394,428)
Current Liabilities:
Accounts payable
Intercompany payable	(156,483)	(148,502)
Accrued interest and interest rate swap liability
Accrued expenses and other current liabilities
Income taxes payable
Deferred revenue, current portion
Long-term Debt, Current Maturities
Total current liabilities	(156,483)	(148,502)
Long-term debt, excluding current portion
Deferred income tax liabilities	(863)	(654)
Other long-term liabilities	(9,871)	(9,728)
Total liabilities	(167,217)	(158,884)
Equity:
Shareholders' equity of Immucor, Inc.	(218,484)	(235,544)
Noncontrolling interest
Total equity	(218,484)	(235,544)
Total liabilities and equity	(385,701)	(394,428)
Parent Company [Member] | Reportable Legal Entities [Member]
Current Assets:
Cash and cash equivalents	4,095	4,058	2,680	7,080
Accounts receivable, net	29,687	28,314
Intercompany receivable	98,999	98,375
Inventories, net	19,630	19,853
Prepaid expenses and other current assets	2,788	3,381
Total current assets	155,199	153,981
Property and equipment, net	41,865	39,724
Investment in subsidiaries	194,061	211,451
Goodwill	744,044	744,044
Other intangible assets, net	453,920	489,871
Other assets	28,268	30,346
Total assets	1,617,357	1,669,417
Current Liabilities:
Accounts payable	10,244	10,622
Intercompany payable	8,643	18,293
Accrued interest and interest rate swap liability	7,373	18,869
Accrued expenses and other current liabilities	12,654	10,700
Income taxes payable	30,026	30,190
Deferred revenue, current portion	2,204	1,785
Long-term Debt, Current Maturities	26,633	6,634
Total current liabilities	97,777	97,093
Long-term debt, excluding current portion	1,010,427	1,007,888
Deferred income tax liabilities	187,284	201,489
Other long-term liabilities	18,411	22,724
Total liabilities	1,313,899	1,329,194
Equity:
Shareholders' equity of Immucor, Inc.	303,458	340,223
Noncontrolling interest
Total equity	303,458	340,223
Total liabilities and equity	1,617,357	1,669,417
Guarantor Subsidiaries [Member] | Reportable Legal Entities [Member]
Current Assets:
Cash and cash equivalents	(193)	(187)	(518)	(263)
Accounts receivable, net	6,253	5,866
Intercompany receivable	39,091	26,311
Inventories, net	18,993	17,321
Prepaid expenses and other current assets	240	449
Total current assets	64,384	49,760
Property and equipment, net	12,769	14,713
Investment in subsidiaries	20,032	20,033
Goodwill	62,771	62,771
Other intangible assets, net	87,570	92,500
Other assets	364	274
Total assets	247,890	240,051
Current Liabilities:
Accounts payable	4,911	5,517
Intercompany payable	134,286	117,516
Accrued interest and interest rate swap liability
Accrued expenses and other current liabilities	4,850	5,230
Income taxes payable	(29,609)	(29,838)
Deferred revenue, current portion
Long-term Debt, Current Maturities	85	172
Total current liabilities	114,523	98,597
Long-term debt, excluding current portion		60
Deferred income tax liabilities	3,710	7,070
Other long-term liabilities	45,709	43,099
Total liabilities	163,942	148,826
Equity:
Shareholders' equity of Immucor, Inc.	83,948	91,225
Noncontrolling interest
Total equity	83,948	91,225
Total liabilities and equity	247,890	240,051
Non-Guarantor Subsidiaries [Member] | Reportable Legal Entities [Member]
Current Assets:
Cash and cash equivalents	5,796	6,356	$ 10,028	$ 11,546
Accounts receivable, net	28,180	27,863
Intercompany receivable	18,687	24,710
Inventories, net	12,482	11,415
Prepaid expenses and other current assets	5,797	4,649
Total current assets	70,942	74,993
Property and equipment, net	21,484	20,934
Investment in subsidiaries	3,019	3,019
Goodwill	47,816	50,103
Other intangible assets, net	28,959	31,906
Other assets	489	360
Total assets	172,709	181,315
Current Liabilities:
Accounts payable	5,144	5,346
Intercompany payable	13,554	12,693
Accrued interest and interest rate swap liability
Accrued expenses and other current liabilities	6,376	6,075
Income taxes payable	3,059	2,233
Deferred revenue, current portion	1,016	1,079
Long-term Debt, Current Maturities
Total current liabilities	29,149	27,426
Long-term debt, excluding current portion
Deferred income tax liabilities	7,707	8,245
Other long-term liabilities	1,317	1,325
Total liabilities	38,173	36,996
Equity:
Shareholders' equity of Immucor, Inc.	134,536	144,319
Noncontrolling interest
Total equity	134,536	144,319
Total liabilities and equity	172,709	181,315
Immucor Inc and Subsidiaries [Member] | Reportable Legal Entities [Member]
Current Assets:
Cash and cash equivalents	9,698	10,227
Accounts receivable, net	64,120	62,043
Intercompany receivable	294	894
Inventories, net	48,870	46,894
Prepaid expenses and other current assets	8,825	8,479
Total current assets	131,807	128,537
Property and equipment, net	76,118	75,371
Investment in subsidiaries
Goodwill	854,631	856,918
Other intangible assets, net	570,449	614,277
Other assets	19,250	21,252
Total assets	1,652,255	1,696,355
Current Liabilities:
Accounts payable	20,299	21,485
Intercompany payable
Accrued interest and interest rate swap liability	7,373	18,869
Accrued expenses and other current liabilities	23,880	22,005
Income taxes payable	3,476	2,585
Deferred revenue, current portion	3,220	2,864
Long-term Debt, Current Maturities	26,718	6,806
Total current liabilities	84,966	74,614
Long-term debt, excluding current portion	1,010,427	1,007,948
Deferred income tax liabilities	197,838	216,150
Other long-term liabilities	55,566	57,420
Total liabilities	1,348,797	1,356,132
Equity:
Shareholders' equity of Immucor, Inc.	303,458	340,223
Noncontrolling interest
Total equity	303,458	340,223
Total liabilities and equity	1,652,255	1,696,355
VIE and VIE Eliminations [Member] | Reportable Legal Entities [Member]
Current Assets:
Cash and cash equivalents	337	36
Accounts receivable, net
Intercompany receivable	(294)	(894)
Inventories, net
Prepaid expenses and other current assets
Total current assets	43	(858)
Property and equipment, net	674	644
Investment in subsidiaries
Goodwill	105	105
Other intangible assets, net	18,815	18,820
Other assets	(8,021)	(7,433)
Total assets	11,616	11,278
Current Liabilities:
Accounts payable	964	744
Intercompany payable
Accrued interest and interest rate swap liability
Accrued expenses and other current liabilities	12	4
Income taxes payable
Deferred revenue, current portion
Long-term Debt, Current Maturities
Total current liabilities	976	748
Long-term debt, excluding current portion
Deferred income tax liabilities	3,671	6,207
Other long-term liabilities
Total liabilities	4,647	6,955
Equity:
Shareholders' equity of Immucor, Inc.
Noncontrolling interest	6,969	4,323
Total equity	6,969	4,323
Total liabilities and equity	$ 11,616	$ 11,278

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Note 16 - Condensed Consolidating Financial Information of Guarantor Subsidiaries - Consolidating Statements of Operations (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
		Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016	May 31, 2016
Net sales		$ 93,964	$ 88,893	$ 286,233	$ 281,854
Cost of sales (*)	[1],[2]	35,318	34,130	109,949	106,660
Gross profit		58,646	54,763	176,284	175,194
Research and development		8,828	6,910	26,625	20,500
Selling and marketing		13,528	13,251	44,019	42,057
Distribution		4,083	4,155	12,648	12,969
General and administrative		10,046	11,779	32,111	33,133
Amortization expense		14,109	13,575	42,416	40,745
Total operating expenses		50,594	49,670	157,819	149,404
Income (loss) from operations		8,052	5,093	18,465	25,790
Interest income		1	48	9	132
Interest expense		(22,981)	(22,329)	(69,203)	(67,275)
Other, net		(106)	(317)	(660)	(366)
Total non-operating net expense		(23,086)	(22,598)	(69,854)	(67,509)
(Loss) income before income taxes		(15,034)	(17,505)	(51,389)	(41,719)
(Benefit) provision for income taxes		(5,616)	(8,845)	(19,112)	(14,046)
Net (loss) income before earnings of consolidated subsidaries		(9,418)	(8,660)	(32,277)	(27,673)
Net (loss) income of consolidated subsidiaries
Net (loss) income		(9,418)	(8,660)	(32,277)	(27,673)	$ (43,767)
Net loss attributable to noncontrolling interest		(1,668)	(237)	(4,654)	(237)
Net (loss) income attributable to shareholders of Immucor, Inc.		(7,750)	(8,423)	(27,623)	(27,436)
Consolidation, Eliminations [Member]
Net sales		(19,234)	(15,678)	(54,218)	(49,483)
Cost of sales (*)	[2]	(19,234)	(15,679)	(54,218)	(49,483)
Gross profit			1
Research and development			(253)		(253)
Selling and marketing
Distribution
General and administrative			(27)		(27)
Amortization expense
Total operating expenses			(280)		(280)
Income (loss) from operations			281		280
Interest income		(107)	(111)	(299)	(165)
Interest expense		107	111	299	165
Other, net			(280)		(280)
Total non-operating net expense			(280)		(280)
(Loss) income before income taxes			1
(Benefit) provision for income taxes
Net (loss) income before earnings of consolidated subsidaries			1
Net (loss) income of consolidated subsidiaries		(181)	4,288	7,462	6,423
Net (loss) income		(181)	4,289	7,462	6,423
Net loss attributable to noncontrolling interest
Net (loss) income attributable to shareholders of Immucor, Inc.		(181)	4,289	7,462	6,423
Parent Company [Member] | Reportable Legal Entities [Member]
Net sales		61,765	57,913	184,721	185,196
Cost of sales (*)	[2]	22,155	20,150	64,628	62,491
Gross profit		39,610	37,763	120,093	122,705
Research and development		3,572	2,970	10,910	8,919
Selling and marketing		6,684	5,745	22,275	18,820
Distribution		2,100	2,288	6,559	7,224
General and administrative		6,507	8,588	21,825	22,683
Amortization expense		11,970	11,972	35,912	35,916
Total operating expenses		30,833	31,563	97,481	93,562
Income (loss) from operations		8,777	6,200	22,612	29,143
Interest income		241	105	628	183
Interest expense		(22,136)	(22,253)	(66,800)	(66,997)
Other, net		1,014	4,086	7,845	5,046
Total non-operating net expense		(20,881)	(18,062)	(58,327)	(61,768)
(Loss) income before income taxes		(12,104)	(11,862)	(35,715)	(32,625)
(Benefit) provision for income taxes		(4,173)	(7,727)	(15,554)	(11,612)
Net (loss) income before earnings of consolidated subsidaries		(7,931)	(4,135)	(20,161)	(21,013)
Net (loss) income of consolidated subsidiaries		181	(4,288)	(7,462)	(6,423)
Net (loss) income		(7,750)	(8,423)	(27,623)	(27,436)
Net loss attributable to noncontrolling interest
Net (loss) income attributable to shareholders of Immucor, Inc.		(7,750)	(8,423)	(27,623)	(27,436)
Guarantor Subsidiaries [Member] | Reportable Legal Entities [Member]
Net sales		16,805	14,370	48,473	43,423
Cost of sales (*)	[2]	10,155	8,527	29,370	26,605
Gross profit		6,650	5,843	19,103	16,818
Research and development		3,960	3,785	12,330	11,088
Selling and marketing		1,865	2,242	6,133	7,745
Distribution		296	333	942	1,056
General and administrative		1,144	1,289	3,828	4,117
Amortization expense		1,629	1,082	4,930	3,238
Total operating expenses		8,894	8,731	28,163	27,244
Income (loss) from operations		(2,244)	(2,888)	(9,060)	(10,426)
Interest income				5
Interest expense		(889)	(118)	(2,596)	(350)
Other, net		403	92	1,282	(154)
Total non-operating net expense		(486)	(26)	(1,309)	(504)
(Loss) income before income taxes		(2,730)	(2,914)	(10,369)	(10,930)
(Benefit) provision for income taxes		(995)	(1,045)	(3,093)	(3,833)
Net (loss) income before earnings of consolidated subsidaries		(1,735)	(1,869)	(7,276)	(7,097)
Net (loss) income of consolidated subsidiaries
Net (loss) income		(1,735)	(1,869)	(7,276)	(7,097)
Net loss attributable to noncontrolling interest
Net (loss) income attributable to shareholders of Immucor, Inc.		(1,735)	(1,869)	(7,276)	(7,097)
Non-Guarantor Subsidiaries [Member] | Reportable Legal Entities [Member]
Net sales		34,628	32,288	107,257	102,718
Cost of sales (*)	[2]	22,242	21,132	70,169	67,047
Gross profit		12,386	11,156	37,088	35,671
Research and development		240	408	563	746
Selling and marketing		4,979	5,264	15,611	15,492
Distribution		1,687	1,534	5,147	4,689
General and administrative		2,380	1,929	6,391	6,360
Amortization expense		508	521	1,569	1,591
Total operating expenses		9,794	9,656	29,281	28,878
Income (loss) from operations		2,592	1,500	7,807	6,793
Interest income		69	54	263	114
Interest expense		(63)	(69)	(106)	(93)
Other, net		(219)	(4,215)	(6,078)	(4,978)
Total non-operating net expense		(213)	(4,230)	(5,921)	(4,957)
(Loss) income before income taxes		2,379	(2,730)	1,886	1,836
(Benefit) provision for income taxes		463	(73)	2,072	1,399
Net (loss) income before earnings of consolidated subsidaries		1,916	(2,657)	(186)	437
Net (loss) income of consolidated subsidiaries
Net (loss) income		1,916	(2,657)	(186)	437
Net loss attributable to noncontrolling interest			(237)		(237)
Net (loss) income attributable to shareholders of Immucor, Inc.		1,916	$ (2,420)	(186)	$ 674
Immucor Inc and Subsidiaries [Member] | Reportable Legal Entities [Member]
Net sales		93,964		286,233
Cost of sales (*)	[2]	35,318		109,949
Gross profit		58,646		176,284
Research and development		7,772		23,803
Selling and marketing		13,528		44,019
Distribution		4,083		12,648
General and administrative		10,031		32,044
Amortization expense		14,107		42,411
Total operating expenses		49,521		154,925
Income (loss) from operations		9,125		21,359
Interest income		203		597
Interest expense		(22,981)		(69,203)
Other, net		1,198		3,049
Total non-operating net expense		(21,580)		(65,557)
(Loss) income before income taxes		(12,455)		(44,198)
(Benefit) provision for income taxes		(4,705)		(16,575)
Net (loss) income before earnings of consolidated subsidaries		(7,750)		(27,623)
Net (loss) income of consolidated subsidiaries
Net (loss) income		(7,750)		(27,623)
Net loss attributable to noncontrolling interest
Net (loss) income attributable to shareholders of Immucor, Inc.		(7,750)		(27,623)
VIE and VIE Eliminations [Member] | Reportable Legal Entities [Member]
Net sales
Cost of sales (*)	[2]
Gross profit
Research and development		1,056		2,822
Selling and marketing
Distribution
General and administrative		15		67
Amortization expense		2		5
Total operating expenses		1,073		2,894
Income (loss) from operations		(1,073)		(2,894)
Interest income		(202)		(588)
Interest expense
Other, net		(1,304)		(3,709)
Total non-operating net expense		(1,506)		(4,297)
(Loss) income before income taxes		(2,579)		(7,191)
(Benefit) provision for income taxes		(911)		(2,537)
Net (loss) income before earnings of consolidated subsidaries		(1,668)		(4,654)
Net (loss) income of consolidated subsidiaries
Net (loss) income		(1,668)		(4,654)
Net loss attributable to noncontrolling interest		(1,668)		(4,654)
Net (loss) income attributable to shareholders of Immucor, Inc.

[1] Cost of sales is exclusive of amortization expense which is shown separately within operating expenses.

[2] Cost of sales is exclusive of amortization expense which is shown separately within operating expenses.

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Note 16 - Condensed Consolidating Financial Information of Guarantor Subsidiaries - Condensed Consolidating Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Feb. 28, 2017	Feb. 29, 2016
Net cash (used in) provided by operating activities	$ (6,499)	$ 6,841
Net cash used in investing activities	(8,318)	(12,650)
Net cash provided by (used in) financing activities	14,498	(482)
Effect of exchange rate changes on cash and cash equivalents	91	118
Increase (decrease) in cash and cash equivalents	(228)	(6,173)
Cash and cash equivalents at beginning of period	10,263	18,363
Cash and cash equivalents at end of period	10,035	12,190
Reportable Legal Entities [Member] | Parent Company [Member]
Net cash (used in) provided by operating activities	(5,034)	10,666
Net cash used in investing activities	(2,414)	(8,860)
Net cash provided by (used in) financing activities	7,345	(6,475)
Effect of exchange rate changes on cash and cash equivalents	140	269
Increase (decrease) in cash and cash equivalents	37	(4,400)
Cash and cash equivalents at beginning of period	4,058	7,080
Cash and cash equivalents at end of period	4,095	2,680
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]
Net cash (used in) provided by operating activities	1,337	1,423
Net cash used in investing activities	(1,196)	(1,671)
Net cash provided by (used in) financing activities	(147)	(7)
Effect of exchange rate changes on cash and cash equivalents
Increase (decrease) in cash and cash equivalents	(6)	(255)
Cash and cash equivalents at beginning of period	(187)	(263)
Cash and cash equivalents at end of period	(193)	(518)
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member]
Net cash (used in) provided by operating activities	9,187	(1,600)
Net cash used in investing activities	(663)	3,890
Net cash provided by (used in) financing activities	(8,744)	(3,517)
Effect of exchange rate changes on cash and cash equivalents	(340)	(291)
Increase (decrease) in cash and cash equivalents	(560)	(1,518)
Cash and cash equivalents at beginning of period	6,356	11,546
Cash and cash equivalents at end of period	5,796	10,028
Reportable Legal Entities [Member] | Immucor Inc and Subsidiaries [Member]
Net cash (used in) provided by operating activities	358
Net cash used in investing activities	(8,176)
Net cash provided by (used in) financing activities	7,198
Effect of exchange rate changes on cash and cash equivalents	91
Increase (decrease) in cash and cash equivalents	(529)
Cash and cash equivalents at beginning of period	10,227
Cash and cash equivalents at end of period	9,698
Reportable Legal Entities [Member] | VIE and VIE Eliminations [Member]
Net cash (used in) provided by operating activities	(6,857)
Net cash used in investing activities	(142)
Net cash provided by (used in) financing activities	7,300
Effect of exchange rate changes on cash and cash equivalents
Increase (decrease) in cash and cash equivalents	301
Cash and cash equivalents at beginning of period	36
Cash and cash equivalents at end of period	337
Consolidation, Eliminations [Member]
Net cash (used in) provided by operating activities	(5,132)	(3,648)
Net cash used in investing activities	(3,903)	(6,009)
Net cash provided by (used in) financing activities	8,744	9,517
Effect of exchange rate changes on cash and cash equivalents	291	140
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

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Note 17 - Other Equity Matters (Details Textual) $ in Millions	9 Months Ended
	Feb. 28, 2017 USD ($)
Dividends Related to Sentilus LLC Spin-Off [Member]
Payments of Dividends	$ 7.3
Dividends Related to Stock Redemption and Tax Payments to be made by Holdings [Member]
Payments of Dividends	$ 0.4

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Note 18 - Commitments and Contingencies (Details Textual) $ in Millions	Feb. 28, 2017 USD ($)
Purchase Commitment, Remaining Minimum Amount Committed	$ 36.1

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Note 18 - Commitments and Contingencies - Future Royalty Payments (Details) $ in Thousands	Feb. 28, 2017 USD ($)
2017	$ 10,831
2018	12,705
2019	7,337
2020	3,498
2021	1,750
Total	$ 36,121

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Note 19 - Subsequent Events (Details Textual) - Subsequent Event [Member] - 2011 Equity Incentive Plan [Member] - Restricted Stock Units (RSUs) [Member]	Mar. 31, 2017 USD ($) shares
Share Based Compensation Arrangement by Share Based Payment Award Increase In Shares Available for Grant	85,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	85,000
Share-based Compensation Arrangement By Share-based Payment Award, Other Than Options, Grants In Period, Fair Value | $	$ 7.20