10-Q

United States
Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: February 28, 2007

OR

oTransition 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 P.O. Box 5625 Norcross, Georgia	30091-5625
(Address of principal executive offices)	(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x  No o

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

Large accelerated filer x Accelerated filer o Non-accelerated filer o

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

Yes o  No x

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

As of March 31, 2007: Common Stock, $0.10 Par Value — 68,882,044

IMMUCOR, INC. AND SUBSIDIARIES

FORM 10-Q

INDEX

PART I.FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of February 28, 2007 (unaudited) and May 31, 2006
	Condensed Consolidated Statements of Income for the three and nine months ended February 28, 2007 and 2006 (unaudited)
	Condensed Consolidated Statement of Shareholders’ Equity and Comprehensive Income for the period June 1, 2006 through February 28, 2007 (unaudited)
	Condensed Consolidated Statements of Cash Flows for the nine months ended February 28, 2007 and 2006 (unaudited)
	Notes to Condensed Consolidated Financial Statements (unaudited)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures about Market Risk
Item 4.	Controls and Procedures
PART II.OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 6.	Exhibits
	SIGNATURES

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PART I
FINANCIAL INFORMATION

ITEM 1. Financial Statements.

IMMUCOR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)

	February 28, 2007		May 31, 2006
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	93,723	$	54,103
Short-term investments	—		1,640
Trade accounts receivable, net of allowance for doubtful accounts of $1,918 at February 28, 2007 and $1,950 at May 31, 2006	45,678		37,199
Inventories	25,517		20,651
Deferred income tax assets, current portion	2,564		2,041
Prepaid expenses and other current assets	4,118		5,158
Total current assets	171,600		120,792
PROPERTY AND EQUIPMENT, Net	28,603		25,684
GOODWILL	34,120		34,691
OTHER INTANGIBLE ASSETS, Net	5,936		6,532
DEFERRED INCOME TAX ASSETS	4,581		3,115
OTHER ASSETS	738		873
Total assets	$	245,578	$	191,687
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	7,317	$	7,271
Accrued expenses and other current liabilities	13,017		9,470
Income taxes payable	2,906		5,519
Deferred revenue, current portion	6,122		4,575
Current portion of long-term liabilities	578		1,074
Total current liabilities	29,940		27,909
ACQUISITION LIABILITY	3,557		3,980
DEFERRED REVENUE	12,335		11,500
DEFERRED INCOME TAX LIABILITIES	2,157		2,232
OTHER LONG-TERM LIABILITIES	2,227		2,195
Total liabilities	50,216		47,816
Commitments and contingencies (Note 8)
SHAREHOLDERS’ EQUITY:
Common stock, $0.10 par value; authorized 120,000,000 shares, issued and outstanding 68,874,371 and 67,926,206 shares at February 28, 2007 and May 31, 2006, respectively	6,887		6,793
Additional paid-in capital	24,884		14,752
Retained earnings	161,557		119,700
Accumulated other comprehensive income	2,034		2,626
Total shareholders’ equity	195,362		143,871
Total liabilities and shareholders’ equity	$	245,578	$	191,687

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

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IMMUCOR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)

	Three Months Ended						Nine Months Ended
	February 28,			February 28,			February 28,			February 28,
	2007			2006			2007			2006
NET SALES	$	57,091		$	47,090		$	162,557		$	133,550
COST OF SALES	16,738			14,956			49,825			46,179
GROSS PROFIT	40,353			32,134			112,732			87,371
OPERATING EXPENSES:
Research and development	1,624			938			4,658			3,401
Selling and marketing	6,850			5,141			19,164			15,550
Distribution	2,393			1,971			7,061			5,753
General and administrative	6,271			4,797			16,784			15,507
Restructuring expense	72			122			641			2,579
Amortization expense and other	86			86			259			254
Total operating expenses	17,296			13,055			48,567			43,044
INCOME FROM OPERATIONS	23,057			19,079			64,165			44,327
NON-OPERATING INCOME (EXPENSES):
Interest income	682			182			1,845			598
Interest expense	(106		)	(93		)	(334		)	(435		)
Other, net	135			(280		)	231			(352		)
Total non-operating income (expenses)	711			(191		)	1,742			(189		)
INCOME BEFORE INCOME TAXES	23,768			18,888			65,907			44,138
PROVISION FOR INCOME TAXES	8,749			7,167			24,050			16,357
NET INCOME	$	15,019		$	11,721		$	41,857		$	27,781
Earnings per share:
Per common share - basic	$	0.22		$	0.17		$	0.61		$	0.41
Per common share - diluted	$	0.21		$	0.17		$	0.59		$	0.39

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

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IMMUCOR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
(Unaudited, amounts in thousands)

											Accumulated
						Additional					Other			Total
	Common Stock					Paid-In			Retained		Comprehensive			Shareholders’
	Shares		Amount			Capital			Earnings		Income*			Equity
BALANCE, MAY 31, 2006	67,926		$	6,793		$	14,752		$	119,700	$	2,626		$	143,871
Shares issued under employee stock plans	1,230		122			2,558			—		—			2,680
Stock-based compensation expense	—		—			2,464			—		—			2,464
Stock repurchases and retirements	(282	)	(28		)	(4,844		)	—		—			(4,872		)
Tax benefits related to stock-based compensation	—		—			9,954			—		—			9,954
Comprehensive income (net of taxes):
Foreign currency translation adjustments	—		—			—			—		(592		)	(592		)
Net income	—		—			—			41,857		—			41,857
Total comprehensive income														41,265
BALANCE, FEBRUARY 28, 2007	68,874		$	6,887		$	24,884		$	161,557	$	2,034		$	195,362

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

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

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IMMUCOR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, amounts in thousands)

	Nine Months Ended
	February 28,			February 28,
	2007			2006
OPERATING ACTIVITIES:
Net income	$	41,857		$	27,781
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,986			4,950
Accretion of acquisition liabilities	134			123
Loss on retirement of fixed assets	113			481
Unrealized foreign exchange gain	—			(130		)
Impairment and other non-cash restructuring expenses	—			2,574
Provision for doubtful accounts	148			388
Stock-based compensation expense	2,464			719
Deferred income taxes	(1,920		)	(301		)
Changes in operating assets and liabilities, net of effects from acquired company:
Accounts receivable, trade	(8,242		)	(6,022		)
Income taxes	7,051			5,574
Excess tax benefit from stock-based compensation	(9,954		)	—
Inventories	(4,808		)	1,090
Other current assets	1,214			(129		)
Other long-term assets	(15		)	738
Accounts payable	1,516			(567		)
Deferred revenue	2,501			5,952
Accrued expenses and other current liabilities	1,978			(649		)
Other long-term liabilities	(3		)	(10		)
Cash provided by operating activities	39,020			42,562
INVESTING ACTIVITIES:
Purchases of property and equipment	(7,660		)	(7,304		)
Payment for net assets of acquired company	—			(4,158		)
Proceeds from (purchase of) short-term investments, net	1,641			(15		)
Cash used in investing activities	(6,019		)	(11,477		)
FINANCING ACTIVITIES:
Repayments of long-term debt, liabilities and capital leases	(878		)	(8,219		)
Repurchase of common stock	(4,872		)	(22,255		)
Proceeds from exercise of stock options	2,639			1,043
Excess tax benefit from stock-based compensation	9,954			—
Cash provided by (used in) financing activities	6,843			(29,431		)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	(224		)	(155		)
INCREASE IN CASH AND CASH EQUIVALENTS	39,620			1,499
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	54,103			37,108
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	93,723		$	38,607
SUPPLEMENTAL INFORMATION:
Tax paid	$	18,240		$	11,487
Interest paid	173			205
Non-cash investing and financing activities:
Acquisition obligation	—			5,123

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

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IMMUCOR, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business

Immucor, Inc. (“Immucor” and, together with its wholly owned subsidiaries, the “Company”) is in the business of developing, manufacturing and marketing immunological diagnostic medical products. The Company operates facilities in the United States, Canada, Europe and Japan. The unaudited condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, and the Securities and Exchange Commission’s (“SEC”) instructions for Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, unless otherwise disclosed in a separate note, considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been recorded in the interim periods presented. These unaudited, condensed consolidated financial statements should be read in conjunction with the Company’s audited, consolidated financial statements and related notes for the year ended May 31, 2006, included in the Company’s Annual Report on Form 10-K.

The accompanying condensed consolidated financial statements present results of operations for the three months and nine months ended February 28, 2007. These results are not necessarily indicative of the results that may be achieved for the year ending May 31, 2007, or any other period.

Shares and per share amounts for the three-month and nine-month periods ended February 28, 2006 have been adjusted to reflect the impact of a three-for-two stock split in May 2006.

Basis of Consolidation

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

2.INVENTORIES

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

	February 28, 2007		May 31, 2006
	(in thousands)
Raw materials	$	4,882	$	4,341
Work in process	3,937		3,495
Finished goods	16,698		12,815
	$	25,517	$	20,651

3.STOCK-BASED COMPENSATION

Background

In December 2004, the Financial Accounting Standards Board revised Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123R”), requiring companies to record share-based payments to employees as compensation expense at the grant date fair value. The Company adopted SFAS 123R in the fiscal year beginning June 1, 2006, using the modified prospective transition method, which requires that compensation costs be recorded as earned for all unvested stock options outstanding at the beginning of the first fiscal year of adoption of SFAS 123R based on the grant date fair value estimated in

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accordance with the original provisions of SFAS 123, and for compensation costs for all share-based payments granted or modified subsequent to the adoption to be recorded, based on fair value estimated in accordance with the provisions of SFAS 123R. In accordance with the modified prospective transition method, the Company has not restated the financial statements for prior periods and those statements do not include the impact of SFAS 123R.

Impact of adoption of SFAS 123R

On adoption of SFAS 123R as of June 1, 2006, the unrecognized compensation expense associated with the remaining portion of the unvested outstanding awards was $4.5 million ($2.9 million, net of taxes). This compensation expense is expected to be recognized through May 2010 on a straight-line basis over the weighted-average vesting period of approximately 1.75 years.

Total share-based compensation expense included in the Condensed Consolidated Statements of Income for the three-month and nine-month periods ended February 28, 2007 was $0.8 million ($0.6 million, net of taxes) and $2.5 million ($1.7 million, net of taxes), respectively. As a result of adopting SFAS 123R on June 1, 2006, the Company’s financial results were lower than under the Company’s previous accounting method for share-based compensation by the following amounts:

	Three Months		Nine Months
	Ended		Ended
	February 28, 2007		February 28, 2007
	(in thousands)
Income before income taxes	$	812	$	2,464
Income after income taxes	$	575	$	1,746
Basic net earnings per common share	$	0.01	$	0.03
Diluted net earnings per common share	$	0.01	$	0.02

Prior to adopting SFAS 123R, the Company presented all tax benefits resulting from the exercise of stock options as operating cash flows in the Condensed Consolidated Statement of Cash Flows. SFAS 123R requires cash flows resulting from excess tax benefits to be classified as a part of cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock compensation costs for such options. As a result of adopting SFAS 123R, $10.0 million of excess tax benefits for the nine months ended February 28, 2007 have been classified as a financing cash inflow.  Prior to the adoption of SFAS 123R, such tax benefits were netted against income taxes payable and were disclosed in the working capital section of operating activities.

The following table shows total stock-based compensation expense for the three-month and nine-month periods ended February 28, 2007, included in the Condensed Consolidated Statements of Income:

	Three Months		Nine Months
	Ended		Ended
	February 28, 2007		February 28, 2007
	(in thousands)
Cost of sales	$	111	$	348
Research and development	72		216
Selling and marketing	217		520
Distribution	28		89
General and administrative	384		1,291
Total stock-based compensation	$	812	$	2,464

Pro forma information under SFAS 123 for the prior periods

Had the Company adopted the fair value recognition provisions of SFAS Statement No. 123 “Accounting for Stock-Based Compensation”, as amended by SFAS Statement No. 148 for the three-month and nine-month

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periods ended February 28, 2006, the effect on the Company’s net income and earnings per share would have been as follows (in thousands, except per share data):

	Three Months Ended			Nine Months Ended
	February 28,			February 28,
	2006			2006
Net income as reported	$	11,721		$	27,781
Stock based employee compensation included in reported net income, net of taxes	498			562
Stock based employee compensation expense determined under fair value based methods for all awards, net of taxes	(2,460		)	(3,276		)
Pro forma net income	$	9,759		$	25,067
Earnings per share as reported:
Per common share - Basic	$	0.17		$	0.41
Per common share - Diluted	$	0.17		$	0.39
Pro forma earnings per share:
Per common share - Basic	$	0.15		$	0.37
Per common share - Diluted	$	0.14		$	0.35

Valuation method used and assumptions

The Company estimates the fair value of stock options using a Black-Scholes valuation model, consistent with the provisions of SFAS 123R, Securities and Exchange Commission Staff Accounting Bulletin 107 (“SAB 107”) and the Company’s prior pro forma disclosures of net earnings, including the fair value of stock-based compensation.

Key input assumptions used to estimate the fair value of stock options include the expected term until the exercise of the option, the expected volatility of the Company’s stock, risk-free rates of return, option forfeiture rates, and dividend yields, if any. The fair value of each option grant in the first, second and third quarter of fiscal year 2007 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	Three Months Ended						Nine Months Ended
	February 28, 2007			February 28, 2006			February 28, 2007			February 28, 2006
Risk-free interest rate (1)		4.53	%		4.39	%		4.92	%		4.26	%
Expected volatility (2)		44.14	%		68.06	%		47.51	%		68.15	%
Expected life (years) (3)		4.25			8.00			4.25			8.00
Expected forfeiture rate (4)		0.81	%		n/a			0.81	%		n/a
Expected dividend yield (5)		—			—			—			—

1.             Based on the U.S. Treasury yield curve in effect at the time of grant.

2.Expected stock price volatility is based on the average historical volatility of the Company’s shares during the period corresponding to the expected life of the options.

3.Represents the period of time options are expected to remain outstanding. The weighted average expected option term was determined using the “simplified method” as allowed by SAB 107. The “simplified method” calculates the expected term as the average of the vesting term and original contractual term of the options. Beginning June 1, 2006, the contractual life of awards granted was reduced from 10 years to 6 years which, besides the impact of adoption of the simplified method, accounted for the reduction in expected life in fiscal year 2007.

4.In fiscal year 2007, the expected forfeiture rate is based upon historical experience. Before the adoption of SFAS 123R, the Company used actual forfeiture rates to calculate

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compensation expense as allowed by SFAS 123 for the disclosure footnote required under SFAS 148. Management estimates that the impact of this change, from the actual forfeiture rates to the estimated forfeiture rates as required under SFAS 123R, is not likely to be material as it is expected that the Company will continue to experience low staff turnover.

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

Plan summary

At an annual meeting of the Company’s shareholders held on December 13, 2005, the shareholders approved establishment of the Immucor, Inc. 2005 Long-Term Incentive Plan (the “2005 Plan”). The 2005 Plan replaced the Company’s preexisting stock option plans which have been frozen and remain in effect only to the extent of awards outstanding under these plans. Under the 2005 Plan, besides granting stock options, management is able to award stock appreciation rights, restricted stock, deferred stock, and other performance-based awards as incentive and compensation to employees. The maximum number of shares of the Company’s common stock as to which awards may be granted under the 2005 Plan is 3,600,000. The maximum number of shares that may be used for awards other than stock options is 1,800,000, and the maximum number of shares that may be used for grants of incentive stock options is 1,800,000.  Options are granted at the closing market price on the date of the grant. Option awards generally vest equally over a four-year period and have a 6-year contractual term. Restricted stock awards generally vest equally over a five-year period.  The 2005 Plan provides for accelerated vesting of option and restricted stock awards if there is a change in control, as defined in the plan.

Stock option activity

The options granted under the 2005 Plan have a six year term with vesting of 25% at the end of each of the first four years; the restricted shares vest 20% at each anniversary of the issuance date. Compensation costs for stock options with tiered vesting terms are recognized evenly over the vesting periods.

The following is a summary of the changes in outstanding options for the first three quarters of fiscal year 2007 ended February 28, 2007:

					Weighted
					Average
			Weighted		Remaining	Aggregate
	Number of		Average		Contractual	Intrinsic Value
	Shares		Exercise Price		Life (years)	(1)
						(in thousands)
Outstanding May 31, 2006	4,892,957		$	4.14
Granted	166,280		$	17.56
Exercised	(69,459	)	$	3.22
Forfeited	(8,045	)	$	7.62
Expired	(34,369	)	$	11.37
Outstanding at August 31, 2006	4,947,364		$	4.55	5.2	$	80,294
Granted	2,596		$	22.50
Exercised	(1,102,709	)	$	1.97
Forfeited	(228	)	$	22.94
Expired	(15,910	)	$	6.87
Outstanding at November 30, 2006	3,831,113		$	5.29	5.4	$	82,773
Granted	15,017		$	29.33
Exercised	(57,966	)	$	4.83
Forfeited	(1,450	)	$	22.91
Expired	(38,906	)	$	1.32
Outstanding at February 28, 2007	3,747,808		$	5.43	5.2	$	91,115
Exercisable at February 28, 2007	2,862,418		$	3.79	4.7	$	74,268
Shares available for future grants at February 28, 2007	1,536,452

1)The aggregate intrinsic value in the above table represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the respective quarter of fiscal year 2007 and the exercise price, multiplied by the number of options.) The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock.

2)The weighted-average grant-date fair value of share options granted during the first nine months of fiscal years 2007 and 2006 was $8.18 and $13.21, respectively.  The total intrinsic value of share options exercised during the first nine months of fiscal years 2007 and 2006 was $29.3 million and $15.3 million, respectively.

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Restricted stock activity

The following is a summary of the changes in unvested restricted stock for the first three quarters of fiscal year 2007 ended February 28, 2007:

			Weighted-Average
			Grant-Date Fair
	Number of Shares		Value
Nonvested stock outstanding at May 31, 2006	—		$	—
Granted	127,105		17.51
Vested	—		—
Forfeited	(1,135	)	17.51
Expired	—		—
Nonvested stock outstanding at August 31, 2006	125,970		$	17.51
Granted	—		—
Vested	—		—
Forfeited	(865	)	17.51
Expired	—		—
Nonvested stock outstanding at November 30, 2006	125,105		$	17.51
Granted	—		—
Vested	(8,860	)	17.51
Forfeited	(295	)	17.51
Expired	—		—
Nonvested stock outstanding at February 28, 2007	115,950		$	17.51
Shares available for future grants at February 28, 2007	1,675,190

As of February 28, 2007, there was $5.4 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. This compensation cost is expected to be recognized through June 6, 2011 based on existing vesting terms with the weighted average remaining expense recognition period being approximately 2.92 years from February 28, 2007.

4.EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share in accordance with SFAS No. 128, Earnings per Share.

Basic earnings per common share are calculated by dividing net income by weighted-average common shares outstanding during the period. Diluted earnings per common share are calculated by dividing net income by weighted-average common shares outstanding during the period plus dilutive potential common shares, which are determined as follows (in thousands, except per share data):

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	Three Months Ended				Nine Months Ended
	February 28,		February 28,		February 28,		February 28,
	2007		2006		2007		2006
Numerator for basic and diluted earnings per share:
Net Income	$	15,019	$	11,721	$	41,857	$	27,781
Denominator:
For basic earnings per share - weighted average shares basis	68,838		67,482		68,257		68,028
Effect of dilutive stock options and restricted stock	2,134		3,167		2,350		3,312
Denominator for diluted earnings per share -adjusted weighted average shares basis	70,972		70,649		70,607		71,340
Earnings per common share — basic	$	0.22	$	0.17	$	0.61	$	0.41
Earnings per common share — diluted	$	0.21	$	0.17	$	0.59	$	0.39

5.SEGMENT AND GEOGRAPHIC INFORMATION

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

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Segment information for the three-month and nine-month periods ended February 28, 2007 and 2006 is summarized below (in thousands).

	For the Three Months Ended February 28, 2007
	U.S.		Germany		Italy		Canada		Japan			Other			Elims			Consolidated
Net reagent revenues:
Unaffiliated customers	$	38,918	$	2,821	$	3,333	$	2,473	$	1,862		$	2,230		$	—		$	51,637
Affiliates	2,621		1,142		—		68		—			2			(3,833		)	—
Total	41,539		3,963		3,333		2,541		1,862			2,232			(3,833		)	51,637
Net instrument revenues:
Unaffiliated customers	2,654		795		307		139		5			507			—			4,407
Affiliates	1,329		1,555		—		—		—			—			(2,884		)	—
Total	3,983		2,350		307		139		5			507			(2,884		)	4,407
Net collagen revenues:
Unaffiliated customers	1,047		—		—		—		—			—			—			1,047
Affiliates	—		—		—		—		—			—			—			—
Total	1,047		—		—		—		—			—			—			1,047
Net Sales	46,569		6,313		3,640		2,680		1,867			2,739			(6,717		)	57,091
Income (loss) from operations	21,866		185		222		1,055		(135		)	31			(167		)	23,057
Depreciation	875		170		345		47		40			210			—			1,687
Amortization	70		—		—		—		16			2			—			88
Restructuring expenses	72		—		—		—		—			—			—			72
Income tax (benefit) expense	8,094		96		208		426		—			(13		)	(62		)	8,749
Capital expenditures	2,412		38		290		6		15			170			—			2,931

	For the Three Months Ended February 28, 2006
	U.S.		Germany		Italy		Canada		Japan			Other		Elims			Consolidated
Net reagent revenues:
Unaffiliated customers	$	30,731	$	2,729	$	3,030	$	2,186	$	1,837		$	2,081	$	—		$	42,594
Affiliates	2,808		470		—		35		—			44		(3,357		)	—
Total	33,539		3,199		3,030		2,221		1,837			2,125		(3,357		)	42,594
Net instrument revenues:
Unaffiliated customers	2,250		342		293		41		9			713		—			3,648
Affiliates	262		672		—		—		—			—		(934		)	—
Total	2,512		1,014		293		41		9			713		(934		)	3,648
Net collagen revenues:
Unaffiliated customers	848		—		—		—		—			—		—			848
Affiliates	—		—		—		—		—			—		—			—
Total	848		—		—		—		—			—		—			848
Net Sales	36,899		4,213		3,323		2,262		1,846			2,838		(4,291		)	47,090
Income (loss) from operations	18,240		190		151		906		(85		)	26		(349		)	19,079
Depreciation	798		173		303		45		28			183		—			1,530
Amortization	70		—		—		—		16			2		—			88
Restructuring expenses	122		—		—		—		—			—		—			122
Income tax expense	6,610		90		140		432		—			24		(129		)	7,167
Capital expenditures	2,538		90		—		118		36			120		—			2,902

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	For the Nine Months Ended February 28, 2007
	U.S.		Germany			Italy		Canada		Japan			Other		Elims			Consolidated
Net reagent revenues:
Unaffiliated customers	$	107,820	$	8,185		$	10,197	$	7,778	$	5,935		$	6,813	$	—		$	146,728
Affiliates	8,318		2,329			—		184		—			134		(10,965		)	—
Total	116,138		10,514			10,197		7,962		5,935			6,947		(10,965		)	146,728
Net instrument revenues:
Unaffiliated customers	7,481		2,357			891		393		10			1,425		—			12,557
Affiliates	1,767		3,431			—		—		—			—		(5,198		)	—
Total	9,248		5,788			891		393		10			1,425		(5,198		)	12,557
Net collagen revenues:
Unaffiliated customers	3,272		—			—		—		—			—		—			3,272
Affiliates	—		—			—		—		—			—		—			—
Total	3,272		—			—		—		—			—		—			3,272
Net Sales	128,658		16,302			11,088		8,355		5,945			8,372		(16,163		)	162,557
Income (loss) from operations	58,795		(153		)	1,755		3,666		(83		)	669		(484		)	64,165
Depreciation	2,358		497			1,012		142		118			594					4,721
Amortization	211		—			—		—		48			6		—			265
Restructuring expenses	641		—			—		—		—			—		—			641
Income tax expense	21,705		1			1,046		1,456		—			21		(179		)	24,050
Capital expenditures	6,045		312			694		41		35			533		—			7,660
Property & equipment - net	19,737		2,306			2,840		1,168		491			2,061		—			28,603
Total assets at period end	217,055		14,054			21,842		15,923		12,857			10,571		(46,724		)	245,578

	For the Nine Months Ended February 28, 2006
	U.S.		Germany		Italy		Canada		Japan (1)			Other		Elims			Consolidated
Net reagent revenues:
Unaffiliated customers	$	86,633	$	8,050	$	8,921	$	6,684	$	5,224		$	6,287	$	—		$	121,799
Affiliates	7,744		1,420		—		161		—			136		(9,461		)	—
Total	94,377		9,470		8,921		6,845		5,224			6,423		(9,461		)	121,799
Net instrument revenues:
Unaffiliated customers	5,204		1,182		893		217		12			1,225		—			8,733
Affiliates	335		1,927		1		—		—			—		(2,263		)	—
Total	5,539		3,109		894		217		12			1,225		(2,263		)	8,733
Net collagen revenues:
Unaffiliated customers	3,018		—		—		—		—			—		—			3,018
Affiliates	—		—		—		—		—			—		—			—
Total	3,018		—		—		—		—			—		—			3,018
Net Sales	102,934		12,579		9,815		7,062		5,236			7,648		(11,724		)	133,550
Income (loss) from operations	40,856		305		594		2,934		(119		)	427		(670		)	44,327
Depreciation	2,331		578		1,159		165		56			479		—			4,768
Amortization	134		—		—		—		44			4		—			182
Restructuring expenses	2,579		—		—		—		—			—		—			2,579
Income tax expense	14,697		141		481		1,209		—			77		(248		)	16,357
Capital expenditures	6,027		525		327		267		38			120		—			7,304
Property & equipment, net	13,987		2,385		3,018		1,396		413			1,953		—			23,152
Total assets at period end	150,856		11,386		18,865		13,384		15,140			8,885		(46,160		)	172,356

(1)Results of operations for Japan are included from July 5, 2005 onwards, the date on which the Company acquired Immucor-Kainos, Inc.  No pro forma information regarding revenue and income for Immucor-Kainos, Inc. is provided as the effect of the acquisition on the consolidated financial statements is not material.

The Company’s U.S. operations made net export sales to unaffiliated customers of approximately $1.3 million and $0.9 million for the three months ended February 28, 2007 and 2006, respectively, and approximately $3.9 million and $3.4 million for the nine months ended February 28, 2007 and 2006, respectively.  The Company’s German operations made net export sales to unaffiliated customers of approximately $1.2 million and $0.9 million for the three months ended February 28, 2007 and 2006, respectively and approximately $3.4 million and $2.7 million for the nine months ended February 28, 2007 and 2006, respectively.  The Company’s Canadian operations made net export sales to unaffiliated customers of approximately $0.4 million and $0.4 million for the three months ended February 28, 2007 and 2006, respectively and approximately $1.2 million and $1.5 million for the nine months ended February 28, 2007 and 2006, respectively.

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6.COMPREHENSIVE INCOME

The components of comprehensive income for the three-month and nine-month periods ended February 28, 2007 and 2006 are as follows (in thousands):

	Three Months Ended					Nine Months Ended
	February 28,			February 28,		February 28,			February 28,
	2007			2006		2007			2006
Net income	$	15,019		$	11,721	$	41,857		$	27,781
Net foreign currency translation adjustments	(665		)	973		(592		)	(213		)
Hedge loss reclassified into earnings	—			—		—			10
Comprehensive income	$	14,354		$	12,694	$	41,265		$	27,578

No tax effect is recorded for foreign currency translation since the foreign net assets translated are deemed permanently invested.

7.STOCK REPURCHASE PROGRAM

The Company instituted a stock repurchase program in June 1998 to repurchase up to 6,075,000 shares of its common stock.  Subsequently, the Company’s Board of Directors authorized the Company to repurchase up to an additional 675,000 shares, 1,125,000 shares, and 1,500,000 shares on June 1, 2004, August 2, 2004, and December 13, 2005, respectively, bringing the total number of shares authorized for repurchase to 9,375,000.

During the quarter ended February 28, 2007, the Company did not repurchase any shares under the 1998 repurchase program.  During the quarter ended February 28, 2006, 466,200 shares were repurchased for $7.4 million.  As of February 28, 2007, 8,232,944 shares had been repurchased under the program, leaving 1,142,056 shares available for purchase.

During the nine-month period ended February 28, 2007, 281,969 shares amounting to $4.9 million were repurchased under this program. During the nine-month period ended February 28, 2006, 1,430,100 shares amounting to $22.3 million were repurchased under this program.  The repurchased shares were returned to the status of authorized, but unissued shares.

8.COMMITMENTS AND CONTINGENCIES

On January 24, 2007, the Company reported the settlement of the previously-reported charges against its Italian subsidiary related to an allegedly-improper payment to an Italian physician. On January 18, 2007, the Italian judge approved a plea bargain agreement under which the subsidiary was required to pay a total of approximately $122,000 in fines, penalties, and restitution to a hospital at which the physician worked.  The related charges against Dr. Gioacchino De Chirico, the former president of the subsidiary, have now been sent forward to trial. He indicates he will contest any charges against him. The Company expects the trial and related appeals to continue for an extended period of time.  The Company and Dr. De Chirico are still seeking to settle the related SEC investigation in the near term.  Except in connection with the settlement with the Italian prosecutor, no determination can yet be made as to whether, in connection with these circumstances, the Company will become subject to any fines, penalties and/or other charges imposed by any governmental authority, or any other damages or costs that may arise in connection with these circumstances.

Between August 31 and October 19, 2005, a series of ten class-action lawsuits were filed in the United States District Court for the Northern District of Georgia against the Company and certain of its current and former directors and officers alleging violations of the securities laws. The Court has consolidated these cases for disposition under the caption In re Immucor, Inc. Securities Litigation, File No. 1:05-CV-2276-WSD, designated lead plaintiffs, and permitted the filing of an amended consolidated complaint. The consolidated complaint, brought on behalf of a putative class of shareholders who purchased Immucor stock between August 16, 2004 and August 29, 2005, alleges that the Company’s stock prices during that period were inflated as a result of material misrepresentations or omissions in the Company’s financial statements and other public announcements regarding the Company’s business. The Company believes the claims are without merit, and in March 2006 the Company moved to dismiss the consolidated complaint. In October 2006, the Court denied the motion to dismiss. The Company has answered the consolidated complaint denying liability, and the Court has

15

ordered the completion of all discovery by July 15, 2007.  However, on March 12, 2007, the parties informed the Court that a preliminary settlement had been reached, and the Court has set the preliminary approval hearing for April 19, 2007.  If the Court approves the proposed settlement, management believes it will not have a material adverse effect on the Company’s financial condition or results of operations.  The Court has made no determination whether any of the plaintiffs’ claims have merit or should be allowed to proceed as a class action, and if the Court declines to approve the proposed settlement, the Company intends to continue to vigorously defend the case.

Other than as set forth above or as previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2006, the Company is not currently subject to any material legal proceedings, nor, to the Company’s knowledge, is any material legal proceeding threatened against the Company. However, from time to time, the Company may become a party to certain legal proceedings in the ordinary course of business. Management does not believe any ongoing legal proceedings, including those summarized above, will have a material adverse effect on the Company’s consolidated financial position.

9.RECENT ACCOUNTING PRONOUNCEMENTS

Income taxes

In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109  (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109,  Accounting for Income Taxes.  FIN 48 describes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 will be effective for the Company in the first quarter of fiscal 2008.  The Company has not yet determined the impact of this new accounting interpretation on its financial statements.

Quantifying financial statement misstatements

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (“SAB 108”). Due to diversity in practice among registrants, SAB 108 expresses SEC staff views regarding the process by which misstatements in financial statements are evaluated for purposes of determining whether financial statement restatement is necessary. SAB 108 requires registrants to quantify misstatements using both the balance sheet and income statement approaches and to evaluate whether either approach results in quantifying an error that is material in light of relative quantitative and qualitative factors. SAB 108 is effective for fiscal years ending after November 15, 2006, and early application is encouraged. The Bulletin is effective for the Company as of May 31, 2007. The Company does not believe SAB 108 will have a material impact on the Company’s results from operations or financial position.

Fair value measurements

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. This standard also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years; therefore, the Company expects to adopt SFAS No. 157 at the beginning of fiscal 2009. The Company does not believe SFAS No. 157 will have a material impact on the Company’s results from operations or financial position.

Fair value option for certain financial instruments

On February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” (“SFAS No.159”) which gives entities the option to measure eligible financial assets, financial liabilities and firm commitments at fair value (i.e., the fair value option), on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment. Subsequent changes in fair value must be recorded in earnings. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and is therefore effective for the Company beginning in fiscal year 2009. The Company is currently assessing the effect of implementing this guidance, which is dependent upon the nature and extent of eligible items elected to be measured at fair value upon initial application of the standard. However, the Company does not expect the adoption of SFAS No. 159 to have a material impact on the Company’s results of operations and financial position.

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

Certain statements that the Company may make from time to time, including all statements contained in this report that are not statements of historical fact, constitute “forward-looking statements” under the federal securities laws. Forward-looking statements may be identified by words such as “plans,” “expects,” “believes,” “anticipates,” “estimates,” “projects,” “will,” “should” and other words of similar meaning used in conjunction with, among other things, discussions of future operations, financial performance, product development and new product launches, FDA and other regulatory applications and approvals, market position and expenditures.  Factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company include the following, some of which are described in greater detail below:  the decision of customers to defer capital spending; the inability of customers to efficiently integrate our instruments into their blood banking operations; increased competition in the sale of instruments and reagents; product development or regulatory obstacles; the ability to hire and retain key managers; changes in interest rates and foreign currency exchange rates; the ability of the Company’s Japanese subsidiary to attain expected revenue, gross margin and net income levels; delays in regulatory approvals or other unforeseen delays related to the Company’s plans to move Houston manufacturing operations to another Company facility; higher than expected costs related to the planned closure of the Houston facility; higher than expected manufacturing consolidation costs; problems in efficiently producing products after the consolidation; the outcome of any legal claims known or unknown; and general economic conditions. In addition, the strengthening of the dollar versus the Euro, Canadian Dollar and Japanese Yen would adversely impact reported results.  Investors are cautioned not to place undue reliance on any forward-looking statements.  The Company cautions that historical results should not be relied upon as indications of future performance.  The Company assumes no obligation to update any forward-looking statements.  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 our Annual Report on Form 10-K for the year ended May 31, 2006, as filed with the SEC on August 1, 2006.

Overview

Founded in 1982, Immucor develops, manufactures and sells a complete line of reagents and automated systems used primarily by hospitals, clinical laboratories and blood banks in a number of tests performed to detect and identify certain properties of the cell and serum components of human blood prior to blood transfusion.  Our strategy is to strengthen our leadership position in the automation of blood bank testing by continuing to expand our base of installed instruments. To facilitate instrument placements, we offer customers a selection of automated analyzers, which address the various needs of low, medium, and high-volume testing facilities.  We have adopted a “razor/razorblade” business model.  Our instruments are designed to operate with our proprietary reagents.  Therefore, once a customer procures an instrument from us, the customer is likely to continue to purchase proprietary reagents from us for use with the instrument on an on-going basis.  In order to satisfy the broad spectrum of customers’ operational and financial criteria, we intend to continue to offer several instrument procurement options, including third-party financing leases, direct sales and reagent rentals and to expand the range and price points of our instrument offerings.

As further discussed below under “Results of Operations,” the improvement in revenues and gross margins during the quarter ended February 28, 2007, as compared to the prior year period, was due primarily to the following:

·Reagent price increases; and

·Increased Capture® reagent revenues with placement of additional instruments which require the use of Capture® reagents.

Business outlook

In the next two years, besides continuing to focus on improving gross margins on our products through achieving continued benefits from successful strategies already implemented, our focus will be on customer satisfaction, improving our products by using new technologies and increasing market share. We believe these factors will be major business drivers for achieving our planned growth. To that end, we have made changes to our organizational structure, streamlined certain operations to maximize efficiencies and commenced research and development work on a second generation Galileo automated analyzer.  As we monitor our progress and strengthen our focus to achieve these goals, our organization will evolve and we may make more changes to our organization and to the way we do business.

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As previously reported, we expect to further improve our competitive position through the launch of Galileo ECHO™, our third generation automated assay instrument, which is currently expected to be released in the U.S. and European markets in the first quarter of fiscal 2008. We submitted the 510(k) premarket notification for the Galileo Echo™ to the FDA on March 16, 2007, and we believe clearance will be granted within 90 days of our submission.  However, clearance could take much longer, and a delay in the FDA review and clearance would delay the launch. The Galileo ECHO™ has substantially all of the features of our larger Galileo product, apart from lower throughput, and is significantly smaller and faster than the ABS2000, the instrument it is intended to replace. We believe the Galileo ECHO™ will appeal to the small- to medium-sized hospital market, the largest segment of our customers (which number approximately 5,000 to 6,000 worldwide), to which our ABS2000 instrument is currently marketed.  Based on the positive customer reaction to our planned launch of the Galileo ECHO™, we believe we can achieve market share gain and revenue growth through continued Galileo placements and the launch of the Galileo ECHO™.  As of February 28, 2007, we had received purchase orders for a total of 460 Galileo instruments worldwide (an increase of 33 instruments in the current quarter), including 280 in Europe, 178 in North America and 2 in Japan; and 394 of these instruments were generating reagent revenues, an increase of 39 in the current quarter.

Additionally, as a result of the planned closure of the Houston, Texas, manufacturing facility scheduled for December 2007 and the subsequent consolidation of production in Norcross, Georgia, and Halifax, Nova Scotia, the Company anticipates a significant reduction in costs, with the benefits expected to be partially realized in the 2008 fiscal year and fully realized in fiscal 2009 and subsequent years.

Results of Operations

We generated revenues of $57.1 million and $162.6 million for the three-month and nine-month periods ended February 28, 2007, compared to $47.1 million and $133.6 million for the three-month and nine-month periods ended February 28, 2006.  These revenue results represented increases of $10.0 million, or 21%, and $29.0 million, or 22%, respectively, over the corresponding fiscal periods in the prior year.

Our gross margin increased to 71% for the quarter ended February 28, 2007, from 68% achieved in the prior year quarter. For the nine-month period ended February 28, 2007, the gross profit margin increased to 69%, from 65% achieved in the prior year period.

Net income for the three-month and nine-month periods ended February 28, 2007, totaled $15.0 million and $41.9 million, respectively compared to $11.7 million and $27.8 million, respectively for the three-month and nine-month periods ended February 28, 2006; the results represented respective increases of $3.3 million, or 28%, and $14.1 million, or 51%, in net income over the corresponding fiscal periods in the prior year.

Diluted earnings per share were $0.21 for the three-month period ended February 28, 2007 compared with diluted earnings per share of $0.17 for the three-month period ended February 28, 2006, an increase of 24%.  Diluted earnings per share were $0.59 for the nine-month period ended February 28, 2007 compared with diluted earnings per share of $0.39 for the nine-month period ended February 28, 2006, an increase of 51%.

For the three-month and nine-month periods ended February 28, 2007, the effect on net sales of the change in the exchange rates was an approximate increase of $0.8 million and $2.0 million, respectively.

The adoption of SFAS 123R on June 1, 2006, resulted in a reduction of net income (after the effect of taxes) of approximately $0.6 million and $1.7 million for the three-month and nine-month periods ended February 28, 2007.

United States operations continue to generate the majority of our revenue and operating income. U.S. operations generated 73% and 92%, respectively, of our revenue and operating income in the nine months ended February 28, 2007, compared to 71% and 92%, respectively, in the corresponding periods of fiscal year 2006.

18

	Three Months Ended February 28,								Nine Months Ended February 28,
	2007			2006			% change		2007			2006			% change
	($ in thousands)								($ in thousands)
Net Sales	$	57,091		$	47,090		21	%	$	162,557		$	133,550		22	%
Gross profit	40,353			32,134			26	%	112,732			87,371			29	%
Gross profit percentage	71		%	68		%	4	%	69		%	65		%	6	%
Research and development	1,624			938			73	%	4,658			3,401			37	%
Selling and marketing	6,850			5,141			33	%	19,164			15,550			23	%
Distribution	2,393			1,971			21	%	7,061			5,753			23	%
General and administrative	6,271			4,797			31	%	16,784			15,507			8	%
Restructuring expense	72			122			-41	%	641			2,579			-75	%
Amortization expense and other	86			86			0	%	259			254			2	%
Total operating expenses	17,296			13,055			32	%	48,567			43,044			13	%
Non-operating income (expenses)	711			(191		)	n/m		1,742			(189		)	n/m
Income before income tax	23,768			18,888			26	%	65,907			44,138			49	%
Provision for income tax	8,749			7,167			22	%	24,050			16,357			47	%
Net income	$	15,019		$	11,721		28	%	$	41,857		$	27,781		51	%

Revenues

Revenue for this fiscal quarter totaled $57.1 million, up 21% from $47.1 million in the corresponding period in the prior fiscal year. The $10.0 million increase was primarily the result of price increases in the U.S. (approximately $8.2 million), volume increases in the U.S. including instrument, warranty and service income (approximately $0.6 million), an increase in sales outside the U.S. (approximately $0.4 million) and a gain from fluctuations in exchange rates (approximately $0.8 million).  For the nine-months ended February 28, 2007, revenue increased by approximately $29.0 million to $162.6 million, an increase of 22%.  The $29.0 million increase was primarily the result of price increases in the U.S. (approximately $18.0 million), volume increases in the U.S. including instrument, warranty and service income  (approximately $5.7 million), an increase in sales outside the U.S. (approximately $3.3 million) and a gain from fluctuations in exchange rates (approximately $2.0 million).

Traditional reagent revenues (i.e. revenues from products not using the Company’s patented Capture® technology) grew by $7.4 million to $41.4 million compared to $34.0 million in the prior year quarter, a 22% increase in the third quarter of fiscal 2007.  For the nine-month period ended February 28, 2007, traditional reagent revenues increased by $19.1 million to $115.9 million, an increase of 20%. The growth in traditional reagent revenue occurred mainly as a result of price increases in the U.S. Traditional reagent sales have historically been our primary source of revenue and still constitute a very significant portion of our business. We expect the significance of this line of products to eventually decline as we place more instruments in the market and increase sales of our Capture® products.

Capture® product sales increased to $10.2 million in the three-month period ended February 28, 2007 compared to $8.6 million in the corresponding period of fiscal 2006.  For the nine-month period ended February 28, 2007, Capture® product sales increased from $24.9 million to $30.8 million, an increase of 24%. The revenue growth was primarily attributable to volume increase. Sales of Capture® products are largely dependent on the number of instruments requiring the use of Capture® reagents placed with customers and in operation, and to some extent on the number of eight-week shipping cycles of our high volume products that fall in a particular period. As we succeed in placing more instruments in the market, we expect revenue from Capture® products to continue to increase.

Sales of instruments were $4.4 million in the third quarter of fiscal 2007 compared to $3.6 million in the prior year quarter. Most of our current instrument sales are accompanied by reagent contracts with price guarantee clauses. Therefore, we defer and recognize the revenue from these instrument sales over the related guarantee periods, normally five years. However, we record the cost of these instruments at the time the instruments are sold. In the third quarter of fiscal 2007, approximately $1.9 million of instrument sales were deferred in this manner while the entire cost of these instruments of $1.2 million was expensed, and $1.2 million of previously deferred revenue was recognized. For the nine-month period ended February 28, 2007, approximately $4.9 million of instrument sales were deferred in this manner while the entire cost of these instruments of $3.1 million was expensed, and $3.0 million of previously deferred revenue was recognized. As of February 28, 2007, deferred revenues totaled $18.5 million (including approximately $3.0 million of the associated warranty revenue), an increase of $1.1 million in the quarter compared to an increase of $0.3 million in the quarter ended November 30, 2006.

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The instrument business continues to be uneven.  Instrument sales are typically uneven due to differences in the time it takes customers to place the instruments into service. In the third quarter of this fiscal year, we received orders for 33 instruments compared to 41 orders received in the second quarter. In addition to the new revenue we expect to generate from the continued placement of more Galileo instruments in the market, we also expect to begin generating revenues in fiscal 2008 from the sale of our new Galileo ECHO™ instruments.

Gross Margins

Overall gross margin improved during the quarter ended February 28, 2007 to a record 71%, up from 68% in the prior year quarter. For the nine-month period ended February 28, 2007, overall gross margin increased to 69%, up from 65% in the prior year period. Gross margin on traditional reagents for the quarter ended February 28, 2007 increased to 76%, from 72% in the prior year quarter primarily as a result of the price increases discussed above. For the nine-month period ended February 28, 2007, gross margin on traditional reagents increased to 75%, up from 70% in the prior year period. The gross margin on Capture® products was 86% for the quarter ended February 28, 2007, compared to 83% in the prior year quarter. For the nine-month period ended February 28, 2007, gross margin on Capture® products increased to 83%, up from 81% in the prior year period. The gross margin on instruments, including the impact of the cost of providing service, was 0.5% for the quarter ended February 28, 2007, compared to 11% for the same quarter last year.  For the nine-month period ended February 28, 2007, gross margin on instruments was a negative 4% compared to a negative 14% in the prior year period. Instrument gross margin is negatively impacted by the deferral of revenue from instrument sales while the entire cost of sales on those instrument sales is expensed in the quarter in which the instruments are sold.

Operating Expenses

Research and development expenses increased by $0.7 million to $1.6 million for the quarter ended February 28, 2007. An increase in bonus accrual for research and development staff of $0.4 million, stock-based compensation expenses of $0.1 million related to the adoption of SFAS 123R and expenses relating to development of a second generation Galileo ($0.2 million) accounted for most of the increase. For the nine-month period ended February 28, 2007, research and development expenses increased to $4.7 million, an increase of $1.3 million over the prior year period, impacted by an increase in laboratory supplies used primarily in the testing of ECHO™ instruments ($0.3 million), an increase in bonus accrual and salaries ($0.3 million), and an increase in stock-based compensation expense related to the adoption of SFAS 123R ($0.2 million).  We anticipate the level of research and development activities to remain at the similar level during the fourth quarter and during fiscal 2008.

Selling and marketing expenses increased by approximately $1.7 million to $6.9 million for the three-month period ended February 28, 2007, compared to the prior year quarter; impacted by new hires ($0.3 million), increase in sales commissions ($0.3 million), increase in travel ($0.1 million), increase in management bonus expense ($0.3 million) and stock-based compensation expenses of $0.2 million related to the adoption of SFAS 123R. For the nine-month period ended February 28, 2007, selling and marketing expenses increased by $3.6 million to $19.2 million compared to the prior year period; impacted primarily by new hires ($0.7 million), increase in sales commission ($0.3 million), increase in travel ($0.4 million), increase in convention expenses ($0.2 million), increase in bonus accrual ($0.5 million) and stock-based compensation expenses of $0.5 million related to the adoption of SFAS 123R.

Distribution expenses increased by approximately $0.4 million, as compared to the prior year period, to $2.4 million for the three-month period ended February 28, 2007. This increase was mainly due to an increase in U.S. and German shipment costs of approximately $0.4 million.  For the nine-month period ended February 28, 2007, distribution expenses increased by $1.3 million, as compared to the prior year period, to $7.1 million. Our Japanese subsidiary accounted for $0.3 million of the increase and increased shipments of instruments and freight costs in the U.S. and Germany accounted for $0.6 million of the increase.

General and administrative expenses increased in the three months ended February 28, 2007 by $1.5 million to $6.3 million for the third quarter of 2007 as compared to the prior year quarter, mainly due to a $0.5 million increase in management bonus expense (based on better than anticipated Company performance), a $0.7 million increase in legal expenses and a $0.4 million increase in stock compensation expense that resulted from the adoption of SFAS 123R. For the nine-month period ended February 28, 2007, general and administration expenses increased by $1.3

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million to $16.8 million compared to the prior year period, primarily due to stock-based compensation expenses of $1.3 million related to the adoption of SFAS 123R.

During the quarter ended February 28, 2007, we recorded a charge of approximately $0.1 million in connection with the planned closure of our Houston facility. The total cost of closing this plant is estimated at $4.6 million, including approximately $2.3 million for impairment of long-lived assets which we recorded in the second quarter of the fiscal year 2006. As of February 28, 2007, we have recorded a total cost of $3.3 million and expect to incur approximately $1.3 million of additional costs until we close the facility in December 2007. Total future cash outlays for the restructuring plan are expected to be approximately $1.6 million.

Non-operating income (expenses):

Non-operating income increased by approximately $0.9 million, from $0.2 million of net expenses in the prior year period to $0.7 million of net income for the three-month period ended February 28, 2007; $0.5 million of the increase was due to an increase in interest income.  For the nine-month period ended February 28, 2007, non-operating income increased by approximately $1.9 million, from $0.2 million of net expenses in the prior year period to $1.7 million of net income for the nine-month period ended February 28, 2007; $1.2 million of the increase was due to an increase in interest income. Our cash balance has been improving and this is reflected in the increase in our interest income.

Net Income and Earnings per Share

Higher sales and improved margins resulted in net income for the fiscal 2007 third quarter of $15.0 million, up 28% from $11.7 million for the same quarter last year. For the nine-month period ended February 28, 2007, net income of $41.9 million was 51% higher compared to $27.8 million for the prior year period.  For the fiscal 2007 third quarter, diluted earnings per share was $0.21, up from $0.17 for the prior year period.  For the nine-month period ended February 28, 2007, diluted earnings per share was $0.59, up from $0.39 for the prior year period.

Liquidity and Capital Resources

	For the Nine Months Ended
	February 28,
	2007			2006
	(in thousands)
Net cash provided by operating activities	$	39,020		$	42,562
Net cash used in investing activities	(6,019		)	(11,477		)
Net cash provided by (used in) financing activities	6,843			(29,431		)
Effect of exchange rate changes on cash and cash equivalents	(224		)	(155		)
Increase in cash and cash equivalents	$	39,620		$	1,499

We have adequate working capital and sources of capital to carry on our current business and to meet our long- and short-term capital requirements.  At February 28, 2007, we had working capital of $141.7 million, compared to $92.9 million of working capital at May 31, 2006.  Our cash, cash equivalents and marketable securities totaled $93.7 million at February 28, 2007 as compared to $75.2 million at November 30, 2006 and $55.7 million at May 31, 2006.

In the nine months ended February 28, 2007, we spent $4.9 million to repurchase our stock, $17.4 million less than the $22.3 million we spent in the corresponding period of the previous fiscal year. We also utilized $0.9 million to repay long-term obligations in the current period, $7.3 million less than our cash outlay of $8.2 million in the corresponding previous fiscal period. These two factors, along with a $5.4 million increase in tax benefit received from the exercise of stock options in the current period, significantly contributed to the increase in the cash balance of $39.6 million in the 2007 fiscal period compared to a $1.5 million increase in the 2006 fiscal period.

Operating activities - Net cash generated by operating activities was $39.0 million for the nine months ended February 28, 2007, compared to $42.6 million generated in the prior year period.  The increase in net income of $14.1 million (from $27.8 million for the nine months ended February 28, 2006 to $41.9 million for the current

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period) was offset by, among other things, an adjustment of approximately $10.0 million for the tax benefit arising on exercise of stock options which is required to be disclosed as cash generated by financing activity upon adoption of SFAS 123R effective June 1, 2006. An increase in inventory levels by approximately $4.8 million in fiscal 2007 also adversely impacted the cash generated by operating activities. Approximately $3.5 million of this increase was due to inventory build up of instruments and related parts in anticipation of an increase in instruments shipments in the near term.

Investing activities - For the nine months ended February 28, 2007, $6.0 million of net cash was used in investing activities, primarily for the purchase of property and equipment ($7.7 million), which was offset by proceeds from the maturity of short term investments ($1.6 million).  Planned capital expenditures for fiscal 2007 total approximately $13.5 million, which we intend to finance from our internal resources.

In the first nine months of fiscal 2006, we spent $7.3 million on the purchase of property and equipment.  In the same period, we also acquired Immucor-Kainos, Inc. and paid ¥459 million (approximately $4.2 million) in cash on signing of the purchase agreements. We incurred other costs amounting to $0.5 million relating to this acquisition. Under the terms of the purchase agreements, we are also required to pay an additional ¥300 million (approximately $2.5 million) over three years with payments of ¥125 million in each of the first two years and the remaining ¥50 million in the third year. As of February 28, 2007, we have paid ¥226 million of this liability.  In addition, a final payment of ¥441 million will be made after a three-year transition period ending on June 30, 2008, or earlier upon mutual agreement.

Financing activities - Net cash generated from financing activities totaled approximately $6.8 million for the nine months ended February 28, 2007. During this period, we utilized $4.9 million to repurchase shares of our common stock and $0.9 million to repay a portion of the Immucor-Kainos acquisition liability; we received $2.6 million from the proceeds of stock option exercises and $10.0 million from the excess tax benefit from stock option exercises. Net cash used by financing activities totaled approximately $29.4 million for the nine months ended February 28, 2006. During this period, we repaid long-term debt and capital leases amounting to $8.2 million and utilized $22.3 million to repurchase shares of our common stock; we received $1.0 million from the proceeds of stock option exercises.

Stock Repurchase Program

During the nine-month period ended February 28, 2007, we repurchased 281,969 shares at an average per share price of $17.23, totaling $4.9 million, bringing the aggregate number of shares repurchased to date to 8,232,944 under the program. During the nine-month period ended February 28, 2006, 1,430,100 shares amounting to $22.3 million were repurchased under this program.  An aggregate of 1,142,056 shares were available for repurchase under the program as of February 28, 2007.

Contingent Liabilities

We record contingent liabilities resulting from asserted and unasserted claims against us when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. We disclose contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimating probable losses requires analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. We currently are involved in certain legal proceedings. We do not believe these proceedings will have a material adverse effect on our consolidated financial position. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. Contingent liabilities are described in Note 8 to the condensed consolidated financial statements.

Future Cash Requirements and Restrictions

We expect that cash and cash equivalents and cash flows from operations will be sufficient to support operations and planned capital expenditures for at least the next 12 months.  There are no restrictions on our subsidiaries in the matter of sending dividends, or making loans or advances to Immucor.

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Critical Accounting Policies

General

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results.  For a detailed discussion on the application of these and other accounting policies, see the notes to the condensed consolidated financial statements of this quarterly report on Form 10-Q and the notes to the consolidated financial statements and the MD&A contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2006.  Note that our preparation of this Form 10-Q requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and certain assumptions could prove to be incorrect.  Senior management has discussed the development and selection of critical accounting estimates and the related disclosures in this Management’s Discussion and Analysis of Financial Condition and Results of Operations with the Audit Committee of the Board of Directors.

Revenue Recognition

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

·Reagent sales

Revenue from the sale of our reagents to end users is recognized upon shipment when both title and risk of loss transfer to the customer, unless there are specific contractual terms to the contrary.  Revenue from the sale of our reagents to distributors is recognized FOB customs clearance when both title and risk of loss transfer to the customer.

·Instrument sales

Revenue from the sale of our instruments is generally recognized upon shipment and completion of contractual obligations.  Revenue from rentals of our instruments is recognized over the term of the rental agreement.  Instrument service contract revenue is recognized over the term of the contract.

Beginning in the second quarter of fiscal year 2004, we began recognizing revenue on the sale of instruments in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables.  Our instrument sales contracts involve multiple deliverables, including the sale or rental of an instrument (including delivery, installation and training), the servicing of the instrument during the first year, providing software interface, and, in some cases, price guarantees for consumables purchased during the contract period.  We have determined the fair value of certain of these elements, such as training and first year service.  The portion of the instrument sales price applicable to the instrument itself is recognized upon shipment and completion of contractual obligations relating to training and/or installation based on the related contractual specifications. If the agreement does not include any price guarantees, the sales price in excess of the fair values of training and service is allocated to the instrument itself.  The fair value of a training session is recognized as revenue when services are provided.  If multiple sessions are contractually provided for, and not all training has been completed at the time the instrument is recognized, additional training revenue is recognized upon delivery.  The fair value of first year service is deferred and recognized over the first year of the contract. If the agreement contains price guarantees, the entire sales price is deferred and recognized over the related guarantee period due to the fair value of the price guarantee not being determinable prior to the completion of the contract.  The allocation of the total consideration received, which is based on the estimated fair value of the units of accounting, requires judgment by management.

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·Sales subject to a plan of factoring

Sales subject to a plan of factoring are recorded at net realizable value (defined as gross sales less the annual estimated cost of factoring the sale).  Should the factored sale remain uncollected by the factor at the end of one year, an estimate of the additional factoring discount is made and recorded monthly as an additional reduction of sales revenue.

Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade receivables at February 28, 2007, totaling $45.7 million, and at May 31, 2006, totaling $37.2 million, are net of allowances for doubtful accounts of $1.9 million and $2.0 million, respectively.  The allowance for doubtful accounts represents a reserve for estimated losses resulting from the inability of our customers to pay their debts. The collectibility of trade receivable balances is regularly evaluated based on a combination of factors such as customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment patterns. If it is determined that a customer will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material events impacting its business, a specific allowance for doubtful accounts is recorded to reduce the related receivable to the amount expected to be recovered.

Inventory

Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value). Cost includes material, labor and manufacturing overhead.  We use a standard cost system as a tool to monitor production efficiency.  The standard cost system applies estimated labor and manufacturing overhead factors to inventory based on budgeted production and efficiency levels, staffing levels and costs of operation, based on the experience and judgment of management.  Actual costs and production levels may vary from the standard established and such variances are charged to the consolidated statement of income as a component of cost of sales.  Since U.S. generally accepted accounting principles require that the standard cost approximate actual cost, periodic adjustments are made to the standard rates to approximate actual costs.  The provision for obsolete and/or excess inventory is reviewed on a quarterly basis or, if warranted by circumstances, more frequently.  In evaluating this reserve, management considers technology changes, competition, customer demand, product shelf life and manufacturing quality.  No material changes have been made to the inventory policy during the third quarter of fiscal 2007.

Goodwill

On adoption of SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and indefinite lived intangible assets are no longer amortized but are tested for impairment annually or more frequently if impairment indicators arise.  Intangible assets that have finite lives are continuing to be amortized over their useful lives.

We evaluate the carrying value of goodwill during the fourth quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, we compare the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill. The fair value of the reporting unit is estimated using primarily the income, or discounted cash flows, approach. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their relative fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. Our evaluation of goodwill completed during the year ended May 31, 2006 resulted in no impairment losses.

Income Taxes

Our income tax policy records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss and tax credit carry-forwards. The value of our deferred tax assets assumes that we will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and related assumptions change in the future, we may be required to record additional valuation allowances against

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our deferred tax assets resulting in additional income tax expense in our consolidated statements of income. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and consider the scheduled reversal of deferred tax liabilities, projected future taxable income, carry-back opportunities, and tax-planning strategies in making this assessment.  We also evaluate the realizability of the deferred tax assets and assess the need for additional valuation allowances quarterly.  No material changes have been made to the income tax policy during the third quarter of fiscal 2007.

Stock-Based Employee Compensation

In December 2004, the Financial Accounting Standards Board revised Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123R”), requiring companies to record share-based payment transactions as compensation expense at the grant date fair value. We adopted SFAS 123R effective June 1, 2006, using the modified prospective transition method, which requires that compensation costs be recorded as earned for all unvested stock options outstanding at the beginning of the first fiscal year of adoption based on the grant date fair value estimated in accordance with the original provisions of SFAS 123. For all share-based payments granted or modified subsequent to the adoption of SFAS 123R, compensation costs are required to be recorded based on fair value estimated in accordance with the provisions of SFAS 123R. In accordance with the modified prospective transition method, we have not restated the financial statements for prior periods and those statements do not include the impact of SFAS 123R.

Total share-based compensation expense included in the Condensed Consolidated Statement of Income for the three months ended February 28, 2007 was $0.8 million. As a result of adopting SFAS 123R on June 1, 2006, our pre-tax income for the three months ended February 28, 2007 was $0.8 million lower, and our income after tax was $0.6 million lower than if we had continued to account for share-based compensation under APB No. 25. Basic and diluted earnings per share for the quarter ended February 28, 2007 were lower by $0.01 due to the adoption of SFAS 123R.  Total share-based compensation expense included in the Condensed Consolidated Statement of Income for the nine months ended February 28, 2007 was $2.5 million. As a result of adopting SFAS 123R on June 1, 2006, our pre-tax income for the nine months ended February 28, 2007 was $2.5 million lower, and our income after tax was $1.7 million lower than if we had continued to account for share-based compensation under APB No. 25. Basic and diluted earnings per share for the year ended February 28, 2007 were lower by $0.3 and $0.02, respectively, due to the adoption of SFAS 123R.

We estimate the fair value of stock options using a Black-Scholes valuation model, consistent with the provisions of SFAS 123R, Securities and Exchange Commission Staff Accounting Bulletin 107 (“SAB 107”) and our prior pro-forma disclosures of net earnings, including the fair value of stock-based compensation. Key input assumptions used to estimate the fair value of stock options include the expected term until the exercise of the option, the expected volatility of our stock, risk-free rates of return, option forfeiture rates, and dividend yields, if any. The expected term of the options is based on the simplified transition method permitted by SAB 107. The expected volatility is derived from the historical volatility of our stock price on the NASDAQ market. The risk-free interest rate is the yield from a Treasury bond or note corresponding to the expected term of the option. Estimated option forfeiture rates are based on our historical forfeiture rates. Before the adoption of SFAS 123R, we used actual forfeiture rates to calculate compensation expense as allowed by SFAS 123 for the disclosure footnote required under SFAS 148. We estimate that the impact of this change, from the actual forfeiture rates to the estimated forfeiture rates as required under SFAS 123R, is not likely to have a material impact on our financial statements as it is expected that we will continue to experience low staff turnover.  We have not paid dividends on our common stock and do not expect to pay dividends on our common stock in the near future, and hence dividends are not considered in determining the fair value of stock options.

As of February 28, 2007, there was $5.4 million of total unrecognized compensation cost related to non-vested share based compensation arrangements. This cost is expected to be recognized through June 6, 2011 based on existing vesting terms with the weighted average remaining expense recognition period being approximately 2.92 years from February 28, 2007.

ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk.

There have been no material changes regarding the Company’s market risk position since the filing of its Annual Report on Form 10-K for the fiscal year ended May 31, 2006.  For further details regarding the quantitative and qualitative disclosures about market risk, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk,

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contained in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2006.

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, 2007. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of February 28, 2007, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during the quarter ended February 28, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. Legal Proceedings.

On January 24, 2007, we reported the settlement of the previously-reported charges against our Italian subsidiary related to an allegedly-improper payment to an Italian physician. On January 18, 2007, the Italian judge approved a plea bargain agreement under which the subsidiary was required to pay a total of approximately $122,000 in fines, penalties, and restitution to a hospital at which the physician worked.  The related charges against Dr. Gioacchino De Chirico, the former president of the subsidiary, have now been sent forward to trial. He indicates he will contest any charges against him. We expect the trial and related appeals to continue for an extended period of time.  The Company and Dr. De Chirico are still seeking to settle the related SEC investigation in the near term.  Except in connection with the settlement with the Italian prosecutor, no determination can yet be made as to whether, in connection with these circumstances, we will become subject to any fines, penalties and/or other charges imposed by any governmental authority, or any other damages or costs that may arise in connection with these circumstances.

Between August 31 and October 19, 2005, a series of ten class-action lawsuits were filed in the United States District Court for the Northern District of Georgia against us and certain of our current and former directors and officers alleging violations of the securities laws. The Court has consolidated these cases for disposition under the caption In re Immucor, Inc. Securities Litigation, File No. 1:05-CV-2276-WSD, designated lead plaintiffs, and permitted the filing of an amended consolidated complaint. The consolidated complaint, brought on behalf of a putative class of shareholders who purchased Immucor stock between August 16, 2004 and August 29, 2005, alleges that our stock prices during that period were inflated as a result of material misrepresentations or omissions in our financial statements and other public announcements regarding our business. We believe the claims are without merit, and in March 2006 we moved to dismiss the consolidated complaint. In October 2006, the Court denied the motion to dismiss. We have answered the consolidated complaint denying liability, and the Court has ordered the completion of all discovery by July 15, 2007.  However, on March 12, 2007, the parties informed the Court that a preliminary settlement had been reached, and the Court has set the preliminary approval hearing for April 19, 2007.  If the Court approves the proposed settlement, management believes it will not have a material adverse effect on our financial condition or results of operations.  The Court has made no determination whether any of the plaintiffs’ claims have merit or should be allowed to proceed as a class action, and if the Court declines to approve the proposed settlement, we intend to continue to vigorously defend the case.

Other than as set forth above or as previously reported in our Annual Report on Form 10-K for the fiscal year ended May 31, 2006, as filed with the SEC on August 1, 2006, we are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business. We do not believe any ongoing legal proceedings, including those summarized above, will have a material adverse effect on our consolidated financial position.

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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, 2006, as filed with the SEC on August 1, 2006. In addition to the other information set forth in this report, you should 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 company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may have a material adverse effect on our business, financial condition and/or operating results.

ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds.

The Company did not sell unregistered securities during the period covered by this report. The Company did not repurchase any shares of its Common Stock during the quarter ended February 28, 2007.  As of February 28, 2007, an aggregate of 1,142,056 shares of Common Stock remain authorized for repurchase under the Company’s stock repurchase programs.

ITEM 6.  Exhibits.

The Company has filed the following exhibits with this report:

3.1Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Immucor, Inc.’s Quarterly Report on Form 10-Q filed on January 5, 2007).

3.2Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Immucor, Inc.’s Current Report on Form 8-K filed on September 13, 2006).

10.1Employment Agreement dated April 1, 2007, between the Company and Philip H. Moïse.

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

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

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

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

*The certifications contained in these exhibits are not “filed” for purposes of Section 18 of the Exchange Act [15 U.S.C. 78r], or otherwise subject to the liability of that section.  Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates them by reference.

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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 5, 2007	By:	/s/ Dr. Gioacchino DeChirico
			Dr. Gioacchino DeChirico, Chief Executive Officer
			(on behalf of Registrant and as Principal Executive Officer)
Date:	April 5, 2007	By:	/s/ Patrick D. Waddy
			Patrick D. Waddy, Chief Financial Officer
			(Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Number	Description
3.1	Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Immucor, Inc.’s Quarterly Report on Form 10-Q filed on January 5, 2007).
3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Immucor, Inc.’s Current Report on Form 8-K filed on September 13, 2006).
10.1	Employment Agreement dated April 1, 2007, between the Company and Philip H. Moïse.
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 the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

*The certifications contained in these exhibits are not “filed” for purposes of Section 18 of the Exchange Act [15 U.S.C. 78r], or otherwise subject to the liability of that section.  Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates them by reference.

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”), made and entered into as of the 1st day of April, 2007, by and between Immucor, Inc., a Georgia corporation with its executive offices at 3130 Gateway Drive, Norcross, Georgia 30071 (herein referred to as “Employer” or the “Company”), and Philip H. Moïse, residing at 948 Oakdale Road, Atlanta, Georgia 30307 (herein referred to as “Employee”).

WITNESSETH

WHEREAS, the parties hereto desire to enter into an agreement for Employer’s employment of Employee on the terms and conditions hereinafter stated.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereby agree as follows:

1.Relationship Established

Employer hereby employs Employee as Vice President, General Counsel and Secretary of the Company to perform the services and duties normally and customarily associated with Employee’s position, such duties as may be specified in the Company’s bylaws, and such other duties as may from time to time be specified by the Company’s Chief Executive Officer (the “CEO”) and its Board of Directors (the “Board”).  Employee will be retained in such position during the term of his employment under this Agreement, and Employee hereby agrees to perform such services and duties in such capacity.

2.Extent of Services

Employee shall devote substantially all his business time, attention, skill and efforts to the performance of his duties hereunder, and shall use his best efforts to promote the success of the Company’s business.  Employer recognizes that Employee has agreed to employment at the Company’s offices located in Norcross, Georgia.  Should the Company’s executive offices be relocated to, or if Employer otherwise shall require that Employee work at, a place greater than fifty (50) miles from Employee’s principal residence noted in Section 13(b) hereof, then Employee shall have the right to terminate his employment hereunder, and such termination shall be deemed to be a termination under Section 3(c) hereof for all purposes hereunder.

3.Term of Employment

Employee’s employment hereunder shall commence on April 1, 2007 (hereinafter called the “Effective Date”) and shall continue for a period of two (2) years, unless sooner terminated by the first to occur of the following:

(a)The death or complete disability of Employee. “Complete disability”, as used herein, shall mean the inability of Employee, due to illness, accident or any other physical or mental incapacity, to perform the services provided for hereunder for an aggregate of twelve (12) months during the term hereof.

(b)The discharge of Employee by Employer for Cause.  Employee’s discharge shall be “for Cause” if due to any of the following:

(i)Employee’s dishonesty,

(ii)An act of defalcation committed by Employee,

(iii)Employee’s continuing inability or refusal to perform reasonable duties assigned to him hereunder (unless such refusal occurs following the occurrence of a Change of Control, as defined herein), or

(iv)Employee’s moral turpitude.

Disability because of illness or accident or any other physical or mental disability shall not constitute a basis for discharge for Cause.

(c)The discharge of Employee by Employer without Cause (which shall be deemed to have occurred if Employee’s employment hereunder terminates under Section 7 hereof).

(d)At Employee’s request and with the express prior written consent of Employer.

(e)At Employee’s election upon 120 days notice (or such lesser notice as Employer may accept), without the express prior written consent of Employer.

(f)At the end of the term of this Agreement, or any extension thereof, if either the Employer or Employee gives 60 days notice to the other of non-renewal of this Agreement.

If not sooner terminated under the provisions of Sections 3(a) through 3(f) above, the term of Employee’s employment hereunder shall automatically renew for an additional period of two (2) years at each annual anniversary date of this Agreement.

4.Compensation; Stock Option Award

(a)Subject to the provisions of Section 4(e), Employer will pay to Employee as base compensation for the services to be performed by him hereunder the base compensation specified on Schedule A attached hereto.  Schedule A may be amended from time to time upon the parties’ revision and re-execution thereof, whereupon the amended Schedule A shall be attached hereto; provided, however, the amended Schedule A shall be effective upon such re-execution, whether or not it is attached hereto.

(b)Employee may be entitled to additional bonus compensation as may be determined by the Board from time to time, any such determination to be final, binding and conclusive on Employee and all other persons.

(c)In the event Employee’s employment shall terminate under Section 3(c) hereof, Employee shall be paid an amount equal to the Average Annual Compensation payable to Employee under Schedule A for the remainder of the term of this Agreement in accordance with the payment schedule set forth on Schedule A, to be paid over the remainder of the term of this Agreement following termination.

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For purposes of this Section, “Average Annual Compensation” shall mean Employee’s annual base compensation payable to Employee under Schedule A in accordance with the payment schedule set forth on Schedule A, together with his Average Bonus. “Average Bonus” shall mean the average bonus paid to Employee over the last two (2) years in which Employee was eligible to receive a bonus or such lesser number of years in which Employee was eligible to receive a bonus.  If the termination occurs before Employee becomes eligible to receive a bonus, then “Average Bonus” shall be deemed to be a pro rata portion of the average bonus paid to the Company’s CEO over the last two (2) years in which he was eligible to receive a bonus, such proration to be based on the differences in their respective base compensation.

(d)As long as Employee is employed hereunder, Employer, at its election, will either (a) supply to Employee an automobile of a type consistent with his duties and salary, and will pay the reasonable expenses of operating, maintaining the automobile and insuring the automobile and its driver, or (b) provide Employee an automobile allowance as specified on Schedule A attached hereto. Schedule A may be amended from time to time upon the parties’ revision and re-execution thereof whereupon the amended Schedule A shall be attached hereto; provided, however, the amended Schedule A shall be effective upon re-execution, whether or not it is attached hereto.

(e)In the event Employee’s employment shall terminate under Section 3(a), 3(b), 3(d), 3(e) or 3(f) hereof, all of Employer’s obligations to Employee hereunder will cease automatically and Employee shall only be entitled to compensation accrued through the date of termination.

(f)As of the Effective Date, Employee shall be issued options to acquire 15,000 shares of the Company’s common stock, $0.10 per value per share, pursuant to the Company’s 2005 Long-Term Incentive Plan.

5.Expenses

Employee shall be entitled to receive reimbursement for, or payment directly by Employer of, all reasonable expenses incurred by Employee at the request of the Employer in the performance of his duties under this Agreement, provided that Employee accounts therefor in writing and that such expenses are ordinary and necessary business expenses of the Employer within the meaning of Section 162 of the Internal Revenue Code of 1986, as amended.

6.Insurance and Other Fringe Benefits

Employer will (a) provide Employee with health insurance, dental insurance, long-term disability insurance, paid vacations and other fringe benefits in the form and in dollar amounts substantially equivalent to the benefits provided to its other executive officers having twenty (20) years of service with the Company (adjusted for additional years of service after the Effective Date), and (b) reimburse Employee up to $2,500 per year for the cost of life insurance on his life upon presentation of an appropriate written request therefor.

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7.Termination of Employment Upon Sale or Change of Control; Severance

(a)Notwithstanding anything to the contrary contained in this Agreement, either Employer or Employee may terminate Employee’s employment hereunder if any of the following events occur:

(i)Sale of Employer’s Assets.  The sale of all or substantially all of the Company’s assets to a single purchaser or group of associated purchasers, whether in a single transaction or a series of related transactions.

(ii)Sale of Employer’s Shares.  The sale, exchange, or other disposition, in one transaction, or in a series of related transactions, of twenty percent (20%) or more of the Company’s outstanding shares of capital stock.

(iii)Merger or Consolidation.  The merger or consolidation of the Company in a transaction or series of transactions in which the Company’s shareholders receive or retain less than fifty percent (50%) of the outstanding voting shares of the new or surviving corporation.

(iv)Other Changes in Control.  The occurrence of any change in control of the Company within the meaning of federal securities law.

(b)If, within sixty (60) days after an event described in Sections 7(a)(i), (a)(ii), (a)(iii) or (a)(iv) (a “Change of Control”), Employee voluntarily terminates his employment with the Employer, or if within two (2) years after a Change of Control Employer terminates Employee’s employment (whether for Cause or without Cause), then Employer shall pay Employee (instead of the amount specified in Section 4(c) but together with the amount specified in Section 7(d)) an amount equal to two (2) times Employee’s Average Annual Compensation (as defined below), to be paid in a single payment at the time of termination. In consideration of such payment and his employment hereunder through the date of such termination, Employee agrees to remain bound by the provisions of this Agreement which specifically relate to periods, activities or obligations upon or subsequent to the termination of Employee’s employment.

(c)Upon a Change of Control, (i) the restrictions on any and all outstanding incentive awards granted to Employee (including, without limitation, restricted stock and granted performance shares or units) under any incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, and (ii) any and all stock options and stock appreciation rights issued to Employee shall become immediately exercisable and shall become 100% vested.

(d)If, within sixty (60) days after a Change of Control, either Employee voluntarily terminates his employment with Employer or Employer terminates Employee’s employment other than for Cause, then Employer shall pay to Employee an outplacement assistance benefit for the purpose of assisting Employee with counseling, travel and other expenses related to finding new employment.  Such amount shall be paid in cash in the amount specified on Schedule A attached hereto.  Schedule A may be amended from time to time upon the parties’ revision

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and re-execution thereof whereupon the amended Schedule A shall be attached hereto; provided, however, the amended Schedule A shall be effective upon such re-execution, whether or not it is attached hereto.

(e)For purposes of this Section, “Average Annual Compensation” shall mean Employee’s annual base compensation payable to Employee under Schedule A in accordance with the payment schedule set forth on Schedule A, together with his Average Bonus.  “Average Bonus” shall mean the average of the bonuses paid to Employee over the last two years (or such lesser number of years in which Employee was eligible to receive a bonus) in which Employee was eligible to receive a bonus.  If the termination occurs before Employee becomes eligible to receive a bonus, then “Average Bonus” shall be deemed to be a pro rata portion of the average bonus paid to the Company’s CEO over the last two (2) years in which he was eligible to receive a bonus, such proration to be based on the differences in their respective base compensation.

(f)In the event that Employee becomes entitled to severance benefits or any other benefits or payments in connection with this Agreement, whether pursuant to the terms of this Agreement or otherwise (collectively, the “Total Benefits”) and (ii) any of the Total Benefits will be subject to the excise tax imposed pursuant to Section 4999 of the Internal Revenue Code (“Excise Tax’), which tax may be imposed if the payments made to Employee are deemed to be “excess parachute payments” within the meaning of Section 280G of the Code, then Employer shall pay to Employee an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee, after deduction of any Excise Tax on the Total Benefits and any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes upon the payment provided for by this Section, will be equal to the Total Benefits so that Employee shall be, after payment of all taxes, in the same financial position as if no taxes under Section 4999 had been imposed upon him. For purposes of this Section, Employee will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Excise Tax is (or would be) payable and state and local income taxes at the highest marginal rate of taxation in the state and locality of Employee’s residence on the Date of Termination, net of the reduction in federal income taxes that could be obtained from deduction of such state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal Revenue Code in the amount of itemized deductions allowable to Employee applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by Employee).

8.Reimbursement of Legal Fees

Employer shall promptly reimburse Employee for any and all legal fees and expenses incurred by him as a result of a termination of employment described in Section 7(b), including, without limitation, all fees and expenses incurred to enforce the provisions of this Agreement.

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9.Prohibited Practices

During the term of Employee’s employment hereunder, and for a period of two (2) years after such employment is terminated for any reason, in consideration of the compensation being paid to Employee hereunder, Employee shall:

(a) not solicit business from anyone who is or becomes an active or prospective customer of Employer or its affiliates and with whom Employee had dealt with or had material contact during his term of employment under this Agreement; and

(b)not solicit for employment or hire any employee of Employer or its affiliates that Employee had contact with during his term of employment under this Agreement.

10.Non-Disclosure

(a)Protection of Trade Secrets.  Employee acknowledges that during the course of his employment, Employee will have significant access to, and involvement with, the Company’s Trade Secrets and Confidential Information.  Employee agrees to maintain in strict confidence and, except as necessary to perform his duties for the Company, Employee agrees not to use or disclose any Trade Secrets of the Company during or after his employment.  Employee agrees that the provisions of this subsection shall be deemed sufficient to protect Trade Secrets of third parties provided to the Company under an obligation of secrecy. As provided by Georgia statutes, “Trade Secret” shall mean any information (including, without limitation, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers) that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(b)Protection of Other Confidential Information.  In addition, Employee agrees to maintain in strict confidence and, except as necessary to perform his duties for the Company, not to use or disclose any Confidential Information of the Company during his employment and for a period of twelve (12) months following termination of Employee’s employment.  “Confidential Information” shall mean any internal, non-public information (other than Trade Secrets already addressed above) concerning (without limitation) the Company’s financial position and results of operations (including revenues, assets, net income, etc.); annual and long-range business plans; product or service plans; marketing plans and methods; training, educational and administrative manuals; supplier information and purchase histories; customers or clients; personnel and salary information; and employee lists. Employee agrees that the provisions of this subsection shall be deemed sufficient to protect Confidential Information of third parties provided to the Company under an obligation of secrecy.

(c)Rights to Work Product.  Except as expressly provided in this Agreement, the Company alone shall be entitled to all benefits, profits and results arising from or incidental to Employee’s performance of his job duties to the Company.  To the

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greatest extent possible, any work product, property, data, invention, “know-how”, documentation or information or materials prepared, conceived, discovered, developed or created by Employee in connection with performing his employment responsibilities during Employee’s employment with the Company shall be deemed to be “work made for hire” as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended, and owned exclusively and perpetually by the Company.  Employee hereby unconditionally and irrevocably transfers and assigns to the Company all intellectual property or other rights, title and interest Employee may currently have (or in the future may have) by operation of law or otherwise in or to any work product.  Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate to vest complete and perpetual title and ownership of any work product and all associated rights exclusively in the Company.  The Company shall have the right to adapt, change, revise, delete from, add to and/or rearrange the work product or any part thereof written or created by Employee, and to combine the same with other works to any extent, and to change or substitute the title thereof, and in this connection Employee hereby waives the “moral rights” of authors, as that term is commonly understood throughout the world, including, without limitation, any similar rights or principles of law which Employee may now or later have by virtue of the law of any locality, state, nation, treaty, convention or other source. Unless otherwise specifically agreed, Employee shall not be entitled to any additional compensation, beyond his salary, for any exercise by the Company of its rights set forth in the immediately preceding sentence.

(d)Return of Materials.  Employee shall surrender to the Company, promptly upon its request and in any event upon termination of Employee’s employment, all media, documents, notebooks, computer programs, handbooks, data files, models, samples, price lists, drawings, customer lists, prospect data, or other material of any nature whatsoever (in tangible or electronic form) in Employee’s possession or control, including all copies thereof, relating to the Company, its business, or its customers. Upon the request of the Company, employee shall certify in writing compliance with the foregoing requirement.

11.Severability

It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time or to apply to business activities which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and any other provisions (not greater than those contained herein) as shall be valid and as shall be valid and enforceable under such applicable law.

If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not

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affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

12.Waiver of Provisions

Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted hereunder or of the future performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver’s contained in a writing signed by the party against whom the waiver or relinquishment is sought to be enforced.

13.Notices

Any notice or other communication to a party required or permitted hereunder shall be in a writing and shall be deemed sufficiently given when received by the party (regardless of the method of delivery), or if sent by registered or certified mail, postage and fees prepaid, addressed to the party as follows, on the third business day after mailing:

(a)	If to Employer:	3130 Gateway Drive
		Norcross, GA 30071
(b)	If to Employee:	948 Oakdale Road
		Atlanta, GA 30307

or in each ease to such other address as the party may time to time designate in writing to the other party.

14.Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia.

15.Enforcement.

In the event of any breach or threatened breach by Employee of any covenant contained in Sections 9 or 10 hereof, the resulting injuries to the Company would be difficult or impossible to estimate accurately, even though irreparable injury or damages would certainly result.  Accordingly, an award of legal damages, if without other relief, would be inadequate to protect the Company.  Employee, therefore, agrees that in the event of any such breach, the Company shall be entitled to seek from a court of competent jurisdiction an injunction to restrain the breach or anticipated breach of any such covenant, and to obtain any other available legal, equitable, statutory, or contractual relief. Should the Company have cause to seek such relief, no bond shall be required from the Company, and Employee shall pay all attorney’s fees and court costs which the Company may incur to the extent the Company prevails in its enforcement action.

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16.Entire Agreement; Modification and Amendment

This Agreement contains the sole and entire agreement between the parties and supersedes all prior discussions and agreements between the parties with respect to the matters addressed herein, and any such prior agreement shall, from and after the date hereof, be null and void. This Agreement and the attached Schedules shall not be modified or amended except by an instrument in writing signed by the parties hereto.

17.Parties Benefited

This Agreement shall insure to the benefit of, and be binding upon, Employee, his heirs, executors and administrators, and Employer, its subsidiaries, affiliates, and successors.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the Effective Date.

IMMUCOR, INC.		EMPLOYEE
By:	/s/ Gioacchino De Chirico	/s/ Philip H. Moïse
	Gioacchino De Chirico, CEO	Philip H. Moïse

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SCHEDULE A

EMPLOYMENT AGREEMENT DATED AS OF APRIL 1, 2007 BY AND BETWEEN IMMUCOR, INC. AND PHILIP H. MOISE.

Base compensation:   $450,000.00 a year payable in 26 installments every two weeks.

Outplacement Assistance Benefit: $30,000.00.

Automobile Allowance: $9,600.00 a year payable in 12 monthly installments.

IMMUCOR, INC.			EMPLOYEE
By:	/s/ Gioacchino De Chirico		/s/ Philip H. Moïse
Gioacchino De Chirico, CEO			Philip H. Moïse
Date:		4/1/07	Date:	4/1/07

A-1

EX-31.1

Exhibit 31.1

I, Gioacchino De Chirico, 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 5, 2007

/s/ Gioacchino De Chirico

Gioacchino De Chirico,

President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

I, Patrick D. Waddy, 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 5, 2007

/s/ Patrick D. Waddy

Patrick D. Waddy,

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, 2007 (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 5, 2007	/s/ Gioacchino De Chirico
	Gioacchino De Chirico
	President and Chief 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, 2007 (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 5, 2007	/s/ Patrick D. Waddy
	Patrick D. Waddy
	Chief Financial Officer (Principal Financial Officer)