##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended December 31, 2006
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from ___to ___
 Commission File Number: 0-4136
 Lifecore Biomedical, Inc.
  Minnesota
    
    41-0948334(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)3515 Lyman Boulevard 
Chaska, Minnesota
   
    55318(Address of principal executive offices)
    
    (Zip Code)
 952-368-4300
 Not Applicable
  þ o
  o þ o
  o þ




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##### 



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
 FORM 10-Q
 TABLE OF CONTENTS
 PagePart I.
    
    Financial InformationItem 1.
    
    Financial Statements  UnauditedCondensed Consolidated Balance Sheets at December 31, 2006 and June 30, 2006
    
    
    2Condensed Consolidated Statements of Operations for Three Months and Six Months Ended December 31, 2006 and 2005
    
    
    3Condensed Consolidated Statements of Cash Flows for Six Months Ended December 31, 2006 and 2005
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    510Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    1119Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4.
    
    Controls and Procedures
    
    
    20Part II.
    
    Other InformationItem 1.
    
    Legal Proceedings
    
    
    21Item 1A.
    
    Risk Factors
    
    
    22Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    22Item 6.
    
    Exhibits
    
    
    23Signatures
    
    
    24Exhibit Index
    
    
    25CertificationCertificationCertificationCertification
  1




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
 
 PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
  December 31,
    
    
    June 30,2006
    
    
    2006ASSETSCurrent AssetsCash and cash equivalents
    
    $
    30,821,000
    
    
    $
    26,638,000Accounts receivable, less allowances
    
    
    13,164,000
    
    
    
    12,564,000Inventories
    
    
    12,895,000
    
    
    
    12,217,000Deferred income taxes, net
    
    
    4,910,000
    
    
    
    4,865,000Prepaid expenses
    
    
    1,277,000
    
    
    
    1,084,000Total current assets
    
    
    63,067,000
    
    
    
    57,368,000Property, plant and equipmentLand, building and equipment
    
    
    50,291,000
    
    
    
    49,388,000Less accumulated depreciation
    
    
    (27,154,000
    )
    
    
    (26,138,000
    )23,137,000
    
    
    
    23,250,000Other AssetsIntangibles, net
    
    
    5,146,000
    
    
    
    5,201,000Inventories
    
    
    980,000
    
    
    
    1,406,000Deferred income taxes, net
    
    
    488,000
    
    
    
    1,694,000Other
    
    
    353,000
    
    
    
    319,0006,967,000
    
    
    
    8,620,000$
    93,171,000
    
    
    $
    89,238,000LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesCurrent maturities of long-term obligations
    
    $
    290,000
    
    
    $
    290,000Accounts payable
    
    
    2,710,000
    
    
    
    3,212,000Accrued compensation
    
    
    1,554,000
    
    
    
    1,847,000Accrued expenses
    
    
    1,614,000
    
    
    
    1,549,000Total current liabilities
    
    
    6,168,000
    
    
    
    6,898,000Long-term obligations
    
    
    4,687,000
    
    
    
    4,804,000Shareholders equity
    
    
    82,316,000
    
    
    
    77,536,000$
    93,171,000
    
    
    $
    89,238,000
  2




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS (continued)
 
 CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
  Three months ended December 31,
    
    
    Six months ended December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    16,552,000
    
    
    $
    15,209,000
    
    
    $
    31,562,000
    
    
    $
    28,634,000Cost of goods sold
    
    
    6,498,000
    
    
    
    6,117,000
    
    
    
    12,070,000
    
    
    
    11,191,000Gross profit
    
    
    10,054,000
    
    
    
    9,092,000
    
    
    
    19,492,000
    
    
    
    17,443,000Operating expensesResearch and development
    
    
    1,017,000
    
    
    
    984,000
    
    
    
    2,113,000
    
    
    
    1,998,000Marketing and sales
    
    
    5,241,000
    
    
    
    4,072,000
    
    
    
    10,153,000
    
    
    
    8,136,000General and administrative
    
    
    1,877,000
    
    
    
    1,848,000
    
    
    
    3,801,000
    
    
    
    3,554,0008,135,000
    
    
    
    6,904,000
    
    
    
    16,067,000
    
    
    
    13,688,000Operating income
    
    
    1,919,000
    
    
    
    2,188,000
    
    
    
    3,425,000
    
    
    
    3,755,000Other income (expense)Interest income
    
    
    353,000
    
    
    
    157,000
    
    
    
    684,000
    
    
    
    292,000Interest expense
    
    
    (71,000
    )
    
    
    (60,000
    )
    
    
    (135,000
    )
    
    
    (116,000
    )Currency transaction gains
(losses)
    
    
    11,000
    
    
    
    (49,000
    )
    
    
    84,000
    
    
    
    (73,000
    )Other
    
    
    10,000
    
    
    
    (5,000
    )
    
    
    16,000
    
    
    
    (19,000
    )303,000
    
    
    
    43,000
    
    
    
    649,000
    
    
    
    84,000Income before income tax expense
    
    
    2,222,000
    
    
    
    2,231,000
    
    
    
    4,074,000
    
    
    
    3,839,000Income tax expense
    
    
    856,000
    
    
    
    840,000
    
    
    
    1,569,000
    
    
    
    1,403,000Net income
    
    $
    1,366,000
    
    
    $
    1,391,000
    
    
    $
    2,505,000
    
    
    $
    2,436,000Net income per shareBasic
    
    $
    0.10
    
    
    $
    0.11
    
    
    $
    0.19
    
    
    $
    0.19Diluted
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    0.18
    
    
    $
    0.18Weighted average shares outstandingBasic
    
    
    13,262,975
    
    
    
    13,163,429
    
    
    
    13,243,211
    
    
    
    13,111,498Diluted
    
    
    13,734,547
    
    
    
    13,685,687
    
    
    
    13,724,866
    
    
    
    13,571,202
  3




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS (continued)
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  Six months ended December 31,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    2,505,000
    
    
    $
    2,436,000Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    1,077,000
    
    
    
    942,000Allowance for doubtful accounts
    
    
    54,000
    
    
    
    36,000Deferred income taxes
    
    
    1,161,000
    
    
    
    1,250,000Stock-based compensation
    
    
    800,000
    
    
    
    483,000Accumulated currency translation adjustment
    
    
    211,000
    
    
    
    37,000Changes in operating assets and liabilities, net of
effects of acquisition:Accounts receivable
    
    
    (654,000
    )
    
    
    (1,181,000
    )Inventories
    
    
    (252,000
    )
    
    
    (1,889,000
    )Prepaid expenses
    
    
    (193,000
    )
    
    
    (189,000
    )Accounts payable
    
    
    (502,000
    )
    
    
    (1,035,000
    )Accrued liabilities
    
    
    (228,000
    )
    
    
    (492,000
    )Net cash provided by operating activities
    
    
    3,979,000
    
    
    
    398,000Cash flows from investing activities:Purchases of property, plant and equipment
    
    
    (903,000
    )
    
    
    (924,000
    )Acquisition, net of cash acquired
    
    
    
    
    
    
    (341,000
    )Change in other assets
    
    
    (40,000
    )
    
    
    (62,000
    )Net cash used in investing activities
    
    
    (943,000
    )
    
    
    (1,327,000
    )Cash flows from financing activities:Payments on long-term obligations
    
    
    (117,000
    )
    
    
    (140,000
    )Proceeds from stock options exercised
    
    
    1,264,000
    
    
    
    884,000Net cash provided by financing activities
    
    
    1,147,000
    
    
    
    744,000Net increase (decrease) in cash and cash equivalents
    
    
    4,183,000
    
    
    
    (185,000
    )Cash and cash equivalents at beginning of period
    
    
    26,638,000
    
    
    
    18,508,000Cash and cash equivalents at end of period
    
    $
    30,821,000
    
    
    $
    18,323,000Supplemental disclosure of cash flow information:Cash paid during the period for:Interest
    
    $
    118,000
    
    
    $
    116,000Taxes
    
    
    224,000
    
    
    
    154,000
  4




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS (continued)
 
 NOTES TO CONDENSED CONSOLIDATED STATEMENTS  UNAUDITED
         December 31,
    
    
    June 30,2006
    
    
    2006Raw Materials
    
    $
    4,520,000
    
    
    $
    3,973,000Work-in-process
    
    
    812,000
    
    
    
    708,000Finished goods-current
    
    
    7,563,000
    
    
    
    7,536,00012,895,000
    
    
    
    12,217,000Finished goods-long term
    
    
    980,000
    
    
    
    1,406,000$
    13,875,000
    
    
    $
    13,623,000
 5




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED (continued)
       December 31,
    
    
    June 30,2006
    
    
    2006Goodwill
    
    $
    4,783,000
    
    
    $
    4,783,000Patents
    
    
    387,000
    
    
    
    387,000Distribution rights and licenses
    
    
    350,000
    
    
    
    350,000Customer List
    
    
    80,000
    
    
    
    80,000Accumulated amortization
    
    
    (454,000
    )
    
    
    (399,000
    )$
    5,146,000
    
    
    $
    5,201,000
     6




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED (continued)
    Three months ended December 31,
    
    
    Six months ended December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Cost of goods sold
    
    $
    20,000
    
    
    $
    10,000
    
    
    $
    38,000
    
    
    $
    21,000Research and development
    
    
    83,000
    
    
    
    14,000
    
    
    
    148,000
    
    
    
    29,000Marketing and sales
    
    
    123,000
    
    
    
    51,000
    
    
    
    240,000
    
    
    
    215,000General and administrative
    
    
    117,000
    
    
    
    106,000
    
    
    
    230,000
    
    
    
    106,000Total stock-based
compensation expense
    
    $
    343,000
    
    
    $
    181,000
    
    
    $
    656,000
    
    
    $
    371,000Effect on earnings per
share, net of tax
effects:Basic
    
    $
    0.03
    
    
    $
    0.01
    
    
    $
    0.05
    
    
    $
    0.03Diluted
    
    $
    0.02
    
    
    $
    0.01
    
    
    $
    0.05
    
    
    $
    0.03
       7




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED (continued)
         Three months ended December 31,
    
    
    Six months ended December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net salesHyaluronan products
    
    $
    4,319,000
    
    
    $
    4,631,000
    
    
    $
    9,098,000
    
    
    $
    9,292,000Dental products
    
    
    12,233,000
    
    
    
    10,578,000
    
    
    
    22,464,000
    
    
    
    19,342,000$
    16,552,000
    
    
    $
    15,209,000
    
    
    $
    31,562,000
    
    
    $
    28,634,000Income from operationsHyaluronan products
    
    $
    463,000
    
    
    $
    916,000
    
    
    $
    1,459,000
    
    
    $
    2,054,000Dental products
    
    
    1,456,000
    
    
    
    1,272,000
    
    
    
    1,966,000
    
    
    
    1,701,000$
    1,919,000
    
    
    $
    2,188,000
    
    
    $
    3,425,000
    
    
    $
    3,755,000
 8




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED (continued)
          9




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED (continued)
   
     10




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Critical Accounting Policies
  Revenue Recognition:
  Allowance for Uncollectible Accounts Receivable:
  Inventories:
  Goodwill, Intangibles and Other Long-Lived Assets:
    11




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
 Accounting for Income Taxes:
  Stock-Based Compensation:
  Overview
     12




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
  Ô
  Acquisition of Bardo-Biotech SAS
   13




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
 Results of Operations
  Hyaluronan
    
    
    DentalDivision
    
    
    Division
    
    
    Consolidated2006
    
    
    2005
    
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    4,319,000
    
    
    $
    4,631,000
    
    
    $
    12,233,000
    
    
    $
    10,578,000
    
    
    $
    16,552,000
    
    
    $
    15,209,000Cost of goods sold
    
    
    2,262,000
    
    
    
    2,350,000
    
    
    
    4,236,000
    
    
    
    3,767,000
    
    
    
    6,498,000
    
    
    
    6,117,000Gross profit
    
    
    2,057,000
    
    
    
    2,281,000
    
    
    
    7,997,000
    
    
    
    6,811,000
    
    
    
    10,054,000
    
    
    
    9,092,000Operating expensesResearch and
development
    
    
    688,000
    
    
    
    593,000
    
    
    
    329,000
    
    
    
    391,000
    
    
    
    1,017,000
    
    
    
    984,000Marketing and sales
    
    
    201,000
    
    
    
    101,000
    
    
    
    5,040,000
    
    
    
    3,971,000
    
    
    
    5,241,000
    
    
    
    4,072,000General and
administrative
    
    
    705,000
    
    
    
    671,000
    
    
    
    1,172,000
    
    
    
    1,177,000
    
    
    
    1,877,000
    
    
    
    1,848,0001,594,000
    
    
    
    1,365,000
    
    
    
    6,541,000
    
    
    
    5,539,000
    
    
    
    8,135,000
    
    
    
    6,904,000Operating income
    
    $
    463,000
    
    
    $
    916,000
    
    
    $
    1,456,000
    
    
    $
    1,272,000
    
    
    $
    1,919,000
    
    
    $
    2,188,000
 Net Sales
  TM
 Gross profit
   Research and development
 14




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
 Marketing and sales
 General and administrative
 Other income (expense)
 Provision for income taxes.
  15




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
  Hyaluronan
    
    
    DentalDivision
    
    
    Division
    
    
    Consolidated2006
    
    
    2005
    
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    9,098,000
    
    
    $
    9,292,000
    
    
    $
    22,464,000
    
    
    $
    19,342,000
    
    
    $
    31,562,000
    
    
    $
    28,634,000Cost of goods sold
    
    
    4,384,000
    
    
    
    4,409,000
    
    
    
    7,686,000
    
    
    
    6,782,000
    
    
    
    12,070,000
    
    
    
    11,191,000Gross profit
    
    
    4,714,000
    
    
    
    4,883,000
    
    
    
    14,778,000
    
    
    
    12,560,000
    
    
    
    19,492,000
    
    
    
    17,443,000Operating expensesResearch and
development
    
    
    1,404,000
    
    
    
    1,213,000
    
    
    
    709,000
    
    
    
    785,000
    
    
    
    2,113,000
    
    
    
    1,998,000Marketing and sales
    
    
    397,000
    
    
    
    284,000
    
    
    
    9,756,000
    
    
    
    7,852,000
    
    
    
    10,153,000
    
    
    
    8,136,000General and
administrative
    
    
    1,454,000
    
    
    
    1,332,000
    
    
    
    2,347,000
    
    
    
    2,222,000
    
    
    
    3,801,000
    
    
    
    3,554,0003,255,000
    
    
    
    2,829,000
    
    
    
    12,812,000
    
    
    
    10,859,000
    
    
    
    16,067,000
    
    
    
    13,688,000Operating income
    
    $
    1,459,000
    
    
    $
    2,054,000
    
    
    $
    1,966,000
    
    
    $
    1,701,000
    
    
    $
    3,425,000
    
    
    $
    3,755,000
 Net Sales
  TM TM
 Gross profit
   Research and development
 16




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
 Marketing and sales.
 General and administrative.
 Other income (expense)
 Provision for income taxes.
  17




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
 Liquidity and Capital Resources
  Cash Provided by Operating Activities.
  Cash Used in Investing Activities
 Cash Provided by Financing Activities.
   18




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
   Seasonality
  Cautionary Statement
  19




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
 ITEM 4. CONTROLS AND PROCEDURES
     20




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
 
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  Brandy R. Kreifel and Tammy Lynder v. Gynecare, Inc., Ethicon, Inc., Lifecore Biomedical, Inc.
and Johnson & Johnson Company Stephanie and Michael Stibor and Wisconsin Physicians Service Insurance Corporation v. Ethicon,
Inc., Lifecore Biomedical, Inc. and Krista Jacobson
     21




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART II  OTHER INFORMATION
 
 ITEM 1A. RISK FACTORS
  The Company may be subject to product liability claims and other legal proceedings which could have
a material adverse effect on the Companys business, financial condition and results of operations.
    
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   22




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART II  OTHER INFORMATION
 
 ITEM 6. EXHIBITS
 3.1
    
    Amended and Restated Articles of Incorporation, as adopted on January 18, 2006
(incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed
on January 24, 2006)3.2
    
    Amended Bylaws, as adopted on January 18, 2006 (incorporated by reference to Exhibit 3.2
to the Companys Current Report on Form 8-K filed on January 24, 2006)4.1
    
    Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to 1987 S-2
Registration Statement [File No. 33-12970])10.1
    
    Lifecore Biomedical, Inc. 1996 Stock Plan, as amended through November 16, 2006
(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed
on November 22, 2006)10.2
    
    Amendment No. 1, dated as of November 20, 2006, to Non-Qualified Stock Option Agreement
(for Directors) between Lifecore Biomedical, Inc. and Martin J. Emerson, dated as of June
15, 2006 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form
8-K filed on November 22, 2006)10.3
    
    Amendment No. 3 dated as of December 19, 2006 to the Revolving Credit and Security
Agreement between Lifecore Biomedical, Inc. and M&I Marshall & Ilsley Bank (incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 22,
2006)31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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##### Table of Contents



SIGNATURES
  LIFECORE BIOMEDICAL, INC.By:Dated: February 9, 2007
    
    /s/ Dennis J. AllinghamDennis J. AllinghamPresident, Chief Executive Officer, Secretary and Director(duly authorized officer)Dated: February 9, 2007
    
    /s/ David M. Noel

David M. NoelVice President of Finance and Chief Financial Officer(principal financial and accounting officer)
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##### Table of Contents



Exhibit Index
 3.1
    
    Amended and Restated Articles of Incorporation, as adopted on January 18, 2006
(incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed
on January 24, 2006)3.2
    
    Amended Bylaws, as adopted on January 18, 2006 (incorporated by reference to Exhibit 3.2
to the Companys Current Report on Form 8-K filed on January 24, 2006)4.1
    
    Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to 1987 S-2
Registration Statement [File No. 33-12970])10.1
    
    Lifecore Biomedical, Inc. 1996 Stock Plan, as amended through November 16, 2006
(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed
on November 22, 2006)10.2
    
    Amendment No. 1, dated as of November 20, 2006, to Non-Qualified Stock Option Agreement
(for Directors) between Lifecore Biomedical, Inc. and Martin J. Emerson, dated as of June
15, 2006 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form
8-K filed on November 22, 2006)10.3
    
    Amendment No. 3 dated as of December 19, 2006 to the Revolving Credit and Security
Agreement between Lifecore Biomedical, Inc. and M&I Marshall & Ilsley Bank (incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 22,
2006)31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 25