##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-Q


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

For the quarterly period ended September 30, 2003

[  ] 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 O-4136

Lifecore Biomedical, Inc.




(Exact name of Registrant as specified in its charter)


|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|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 |  | (Zip Code)
|offices)                        |  |           

Registrants telephone number, including area code: 952-368-4300

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

Yes  [X]   No  [  ]

Indicate by checkmark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes  [X]   No  [  ]

The number of shares outstanding of the registrants Common Stock, $.01 par
value, as of October 30, 2003 was 12,890,917 shares.

1



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TABLE OF CONTENTS



|                                               |                                                                                               |                                                      |  |  |  |  |  | 
|---------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I - FINANCIAL INFORMATION                
|                                               | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                               |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                               |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                               | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
|                                               | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                                               | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II  OTHER INFORMATION                   
|                                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|                                               |                                                                                               | Exhibit Index                                       
|                                               |                                                                                               | Reports on Form 8-K                                 
|SIGNATURES                                    
|EX-10.1 Employment Agreement - James W. Bracke
|EX-31.1 Certification of CEO - Section 302    
|EX-31.2 Certification of CFO - Section 302    
|EX-32.1 Certification of CEO - Section 906    
|EX-32.2 Certification of CFO - Section 906    



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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

FORM 10-Q

INDEX

|           |  |                                                                                       |  |                                                                                                    |       |      |      | 
|---------- |  | ------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------- | ----- | ---- | ---- | 
|           |  |                                                                                       |  |                                                                                                    |       | Page
|Part I.    |  | Financial Information                                                                 |  |                                                                                                    |       |     
|Item 1.    |  | Financial Statements                                                                  |  |                                                                                                    |       |     
|           |  |                                                                                       |  | Condensed Consolidated Balance Sheets at
September 30, 2003 and June 30, 2003                      |       |      | 3    | 
|           |  |                                                                                       |  | Condensed Consolidated Statements of Operations for Three
Months Ended September 30, 2003 and 2002 |       |      | 4    | 
|           |  |                                                                                       |  | Condensed Consolidated Statements of Cash Flows for
Three Months Ended September 30, 2003 and 2002 |       |      | 5    | 
|           |  |                                                                                       |  | Notes to Condensed Consolidated Financial Statements                                               |       |      | 6-10 | 
|Item 2.    |  | Managements Discussion and Analysis of Results of
Operations and Financial Condition |  |                                                                                                    | 11-14 |     
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                            |  |                                                                                                    | 15    |     
|Item 4.    |  | Controls and Procedures                                                               |  |                                                                                                    | 15    |     
|Part II.   |  | Other Information                                                                     |  |                                                                                                    |       |     
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                      |  |                                                                                                    |       |     
|           |  |                                                                                       |  | a.     Exhibit Index                                                                               |       |      | 16   | 
|           |  |                                                                                       |  | b.     Reports on Form 8-K                                                                         |       |      | 16   | 
|Signatures |  |                                                                                       |  |                                                                                                    | 17    |     

2



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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

|                                     |                                             |                           |            |               |            |          |            |             |            | 
|------------------------------------ | ------------------------------------------- | ------------------------- | ---------- | ------------- | ---------- | -------- | ---------- | ----------- | ---------- | 
|                                     |                                             |                           |            | September 30, |            | June 30,
|                                     |                                             |                           |            | 2003          |            | 2003    
|                                     |                                             |                           |            |               |            |         
|ASSETS                               |                                             |                           |            |               |            |          |            |            
|Current Assets                       |                                             |                           |            |               |            |          |            |            
|                                     | Cash and cash equivalents                   |                           | $          | 5,081,000     |            |          | $          | 4,211,000   |           
|                                     | Accounts receivable, less allowances        |                           |            | 7,004,000     |            |          |            | 7,795,000   |           
|                                     | Inventories                                 |                           |            | 9,773,000     |            |          |            | 9,728,000   |           
|                                     | Prepaid expenses                            |                           |            | 644,000       |            |          |            | 766,000     |           
|                                     |                                             |                           |            |               |            |          |            |             |           
|                                     |                                             | Total current assets      |            |               | 22,502,000 |          |            |             | 22,500,000 | 
|                                     |                                             |                          
|Property, plant and equipment        |                                             |                           |            |               |            |          |            |            
|                                     | Land, building and equipment                |                           |            | 44,834,000    |            |          |            | 44,732,000  |           
|                                     | Less accumulated depreciation               |                           |            | (20,431,000   | )          |          |            | (19,820,000 | )         
|                                     |                                             |                           |            |               |            |          |            |             |           
|                                     |                                             |                           | 24,403,000 |               |            |          | 24,912,000 |            
|Other Assets                         |                                             |                           |            |               |            |          |            |            
|                                     | Intangibles                                 |                           |            | 4,601,000     |            |          |            | 4,643,000   |           
|                                     | Security deposits                           |                           |            | 845,000       |            |          |            | 843,000     |           
|                                     | Inventories                                 |                           |            | 4,639,000     |            |          |            | 4,639,000   |           
|                                     | Other                                       |                           |            | 703,000       |            |          |            | 815,000     |           
|                                     |                                             |                           |            |               |            |          |            |             |           
|                                     |                                             |                           | 10,788,000 |               |            |          | 10,940,000 |            
|                                     |                                             |                           |            |               |            |          |            |             |           
|                                     |                                             | $                         | 57,693,000 |               |            | $        | 58,352,000 |            
|                                     |                                             |                           |            |               |            |          |            |             |           
|LIABILITIES AND SHAREHOLDERS EQUITY |                                             |                           |            |               |            |          |            |            
|Current Liabilities                  |                                             |                           |            |               |            |          |            |            
|                                     | Current maturities of long-term obligations |                           | $          | 145,000       |            |          | $          | 156,000     |           
|                                     | Accounts payable                            |                           |            | 2,147,000     |            |          |            | 1,880,000   |           
|                                     | Accrued compensation                        |                           |            | 1,305,000     |            |          |            | 1,113,000   |           
|                                     | Accrued expenses                            |                           |            | 867,000       |            |          |            | 840,000     |           
|                                     |                                             |                           |            |               |            |          |            |             |           
|                                     |                                             | Total current liabilities |            |               | 4,464,000  |          |            |             | 3,989,000  | 
|                                     |                                             |                          
|Long-term obligations                |                                             |                           | 5,938,000  |               |            |          | 5,969,000  |            
|                                     |                                             |                          
|Shareholders equity                 |                                             |                           | 47,291,000 |               |            |          | 48,394,000 |            
|                                     |                                             |                           |            |               |            |          |            |             |           
|                                     |                                             | $                         | 57,693,000 |               |            | $        | 58,352,000 |            
|                                     |                                             |                           |            |               |            |          |            |             |           

See accompanying notes to condensed consolidated financial statements.

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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (continued)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

|                                    |                            |   |                                  |            |      |   |            |            |  
|----------------------------------- | -------------------------- | - | -------------------------------- | ---------- | ---- | - | ---------- | ---------- | -
|                                    |                            |   | Three months ended September 30,
|                                    |                            |   |                                 
|                                    |                            |   | 2003                             |            | 2002
|                                    |                            |   |                                  |            |     
|Net sales                           |                            | $ | 9,947,000                        |            |      | $ | 8,972,000  |           
|Cost of goods sold                  |                            |   | 4,769,000                        |            |      |   | 4,909,000  |           
|                                    |                            |   |                                  |            |      |   |            |           
|Gross profit                        |                            |   | 5,178,000                        |            |      |   | 4,063,000  |           
|                                    |                            |  
|Operating expenses                  |                            |   |                                  |            |      |   |            |           
|                                    | Research and development   |   |                                  | 1,259,000  |      |   |            | 957,000    |  
|                                    | Marketing and sales        |   |                                  | 3,173,000  |      |   |            | 2,848,000  |  
|                                    | General and administrative |   |                                  | 1,561,000  |      |   |            | 1,159,000  |  
|                                    |                            |   |                                  |            |      |   |            |           
|                                    |                            |   | 5,993,000                        |            |      |   | 4,964,000  |           
|                                    |                            |   |                                  |            |      |   |            |           
|Operating loss                      |                            |   | (815,000                         | )          |      |   | (901,000   | )         
|                                    |                            |  
|Other income (expense)              |                            |   |                                  |            |      |   |            |           
|                                    | Interest income            |   |                                  | 6,000      |      |   |            | 29,000     |  
|                                    | Interest expense           |   |                                  | (155,000   | )    |   |            | (166,000   | )
|                                    | Other                      |   |                                  | 121,000    |      |   |            | (8,000     | )
|                                    |                            |   |                                  |            |      |   |            |           
|                                    |                            |   | (28,000                          | )          |      |   | (145,000   | )         
|                                    |                            |   |                                  |            |      |   |            |           
|Net loss                            |                            | $ | (843,000                         | )          |      | $ | (1,046,000 | )         
|                                    |                            |   |                                  |            |      |   |            |           
|Net loss per share                  |                            |   |                                  |            |      |   |            |           
|                                    | Basic and diluted          |   | $                                | (0.07      | )    |   | $          | (0.08      | )
|                                    |                            |   |                                  |            |      |   |            |           
|Weighted average shares outstanding |                            |   |                                  |            |      |   |            |           
|                                    | Basic and diluted          |   |                                  | 12,889,113 |      |   |            | 12,874,628 |  
|                                    |                            |   |                                  |            |      |   |            |           

See accompanying notes to condensed consolidated financial statements.

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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (continued)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

|                                                                                          |                                              |                     |           |                                  |         |      |            |          |            |  
|----------------------------------------------------------------------------------------- | -------------------------------------------- | ------------------- | --------- | -------------------------------- | ------- | ---- | ---------- | -------- | ---------- | -
|                                                                                          |                                              |                     |           | Three months ended September 30,
|                                                                                          |                                              |                     |           |                                 
|                                                                                          |                                              |                     |           | 2003                             |         | 2002
|                                                                                          |                                              |                     |           |                                  |         |     
|Cash flows from operating activities:                                                     |                                              |                     |           |                                  |         |      |            |         
|Net loss                                                                                  |                                              | $                   | (843,000  | )                                |         | $    | (1,046,000 | )       
|Adjustments to reconcile net loss to net cash provided by
(used in) operating activities: |                                              |                     |           |                                  |         |      |            |         
|                                                                                          | Depreciation and amortization                |                     |           | 654,000                          |         |      |            | 738,000  |           
|                                                                                          | Allowance for doubtful accounts              |                     |           | 29,000                           |         |      |            | (40,000  | )         
|                                                                                          | Accumulated currency translation adjustment  |                     |           | (279,000                         | )       |      |            |         |           
|                                                                                          |                                              |                    
|                                                                                          | Changes in operating assets and liabilities: |                     |           |                                  |         |      |            |          |           
|                                                                                          |                                              | Accounts receivable |           |                                  | 762,000 |      |            |          | 371,000    |  
|                                                                                          |                                              | Inventories         |           |                                  | (45,000 | )    |            |          | (145,000   | )
|                                                                                          |                                              | Prepaid expenses    |           |                                  | 122,000 |      |            |          | (396,000   | )
|                                                                                          |                                              | Accounts payable    |           |                                  | 267,000 |      |            |          | (1,150,000 | )
|                                                                                          |                                              | Accrued liabilities |           |                                  | 219,000 |      |            |          | (17,000    | )
|                                                                                          |                                              |                     |           |                                  |         |      |            |         
|Net cash provided by (used in) operating activities                                       |                                              |                     | 886,000   |                                  |         |      | (1,685,000 | )       
|                                                                                          |                                              |                    
|Cash flows from investing activities:                                                     |                                              |                     |           |                                  |         |      |            |         
|                                                                                          | Purchases of property, plant and equipment   |                     |           | (101,000                         | )       |      |            | (182,000 | )         
|                                                                                          | Increase in security deposits                |                     |           | (2,000                           | )       |      |            | (5,000   | )         
|                                                                                          | Decrease in other assets                     |                     |           | 110,000                          |         |      |            | 84,000   |           
|                                                                                          |                                              |                     |           |                                  |         |      |            |         
|Net cash provided by (used in) investing activities                                       |                                              |                     | 7,000     |                                  |         |      | (103,000   | )       
|                                                                                          |                                              |                    
|Cash flows from financing activities:                                                     |                                              |                     |           |                                  |         |      |            |         
|                                                                                          | Payments on long-term obligations            |                     |           | (42,000                          | )       |      |            | (22,000  | )         
|                                                                                          | Proceeds from stock issuance                 |                     |           | 19,000                           |         |      |            | 55,000   |           
|                                                                                          |                                              |                     |           |                                  |         |      |            |         
|Net cash provided by (used in) financing activities                                       |                                              |                     | (23,000   | )                                |         |      | 33,000     |         
|                                                                                          |                                              |                     |           |                                  |         |      |            |         
|Net increase (decrease) in cash and cash equivalents                                      |                                              |                     | 870,000   |                                  |         |      | (1,755,000 | )       
|Cash and cash equivalents at beginning of period                                          |                                              |                     | 4,211,000 |                                  |         |      | 2,528,000  |         
|                                                                                          |                                              |                     |           |                                  |         |      |            |         
|Cash and cash equivalents at end of period                                                |                                              | $                   | 5,081,000 |                                  |         | $    | 773,000    |         
|                                                                                          |                                              |                     |           |                                  |         |      |            |         
|Supplemental disclosure of cash flow information:                                         |                                              |                     |           |                                  |         |      |            |         
|                                                                                          | Cash paid during the period for:             |                     |           |                                  |         |      |            |          |           
|                                                                                          |                                              | Interest            |           | $                                | 208,000 |      |            | $        | 123,000    |  

See accompanying notes to condensed consolidated financial statements.

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

September 30, 2003

NOTE A - FINANCIAL INFORMATION

Lifecore Biomedical, Inc. (the Company) develops, manufactures and markets
biomaterials and medical devices for use in various surgical markets through
two divisions, the Hyaluronan Division and the Oral Restorative Division. The
Companys manufacturing facility is located in Chaska, Minnesota. The
Hyaluronan Division conducts its business through OEM and contract
manufacturing alliances in the gynecologic, ophthalmic, orthopedic and
veterinary surgery fields. The Oral Restorative Division conducts its dental
surgery business through direct sales and marketing in the United States,
Germany, Italy and Sweden and through 22 distributors in 35 countries.

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with Regulation S-X pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted pursuant to such rules and
regulations, although management believes that the disclosures are adequate to
make the information presented not misleading.

In the opinion of management, the unaudited condensed consolidated financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of September
30, 2003, and the results of operations for the three month periods ended
September 30, 2003 and 2002 and cash flows for the three month periods ended
September 30, 2003 and 2002. The results of operations for the three months
ended September 30, 2003 are not necessarily indicative of the results for the
full year or of the results for any future periods. The unaudited condensed
consolidated balance sheet as of June 30, 2003 has been derived from audited
financial statements as of that date.

In preparation of the Companys consolidated financial statements, management
is required to make estimates and assumptions that affect reported amounts of
assets and liabilities and related revenues and expenses during the reporting
periods. Actual results could differ from the estimates used by management.

NOTE B - INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or
market. The portion of finished hyaluronan powder inventory not expected to be
consumed within the next twelve months is classified as a long-term asset.
Finished good inventories include hyaluronan, packaged aseptic, and oral
restorative products. Inventories consist of the following:

|                 |  |               |            |          |  |   |            | 
|---------------- |  | ------------- | ---------- | -------- |  | - | ---------- | 
|                 |  | September 30, |            | June 30,
|                 |  | 2003          |            | 2003    
|                 |  |               |            |         
|Raw materials    |  | $             | 3,077,000  |          |  | $ | 2,756,000  | 
|Work in progress |  |               | 393,000    |          |  |   | 344,000    | 
|Finished goods   |  |               | 10,942,000 |          |  |   | 11,267,000 | 
|                 |  |               |            |          |  |   |            | 
|                 |  | $             | 14,412,000 |          |  | $ | 14,367,000 | 
|                 |  |               |            |          |  |   |            | 

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

September 30, 2003

NOTE C  INTANGIBLE ASSETS

Effective July 1, 2001, the Company adopted Financial Accounting Standards
Board (FASB) Statement of Financial Accounting Standard (SFAS) No. 142,
Goodwill and Other Intangible Assets. Under the provisions of SFAS No. 142
the Company ceased amortization of goodwill and technology and regulatory
rights effective July 1, 2001, while the customer list continues to be
amortized on the straight-line method over 5 years. On an ongoing basis the
Company reviews the valuation of intangibles to determine possible impairment
by comparing the carrying value to projected undiscounted future cash flows of
the related assets. As a result of such review, there was no impairment
recorded for the three month period ended September 30, 2003.

Intangibles consisted of the following at:

|                         |  |               |           |          |  |   |           |  
|------------------------ |  | ------------- | --------- | -------- |  | - | --------- | -
|                         |  | September 30, |           | June 30,
|                         |  | 2003          |           | 2003    
|                         |  |               |           |         
|Goodwill                 |  | $             | 4,301,000 |          |  | $ | 4,301,000 |  
|Customer list            |  |               | 725,000   |          |  |   | 725,000   |  
|Patents                  |  |               | 387,000   |          |  |   | 387,000   |  
|Accumulated amortization |  |               | (812,000  | )        |  |   | (770,000  | )
|                         |  |               |           |          |  |   |           |  
|                         |  | $             | 4,601,000 |          |  | $ | 4,643,000 |  
|                         |  |               |           |          |  |   |           |  

NOTE D - AGREEMENTS

Lifecore and ETHICON have entered into a Conveyance, License, Development and
Supply Agreement (the ETHICON Agreement) whereby ETHICON transferred to
Lifecore its ownership in certain technology related to research and
development previously conducted on the Companys sodium hyaluronan material.
The technology transferred to Lifecore includes written technical documents
related to ETHICONs research and development of a product to inhibit the
formation of postsurgical adhesions. These documents include product
specifications, methods and techniques, technology, know-how and certain
patents. Lifecore assumed responsibility for continuing the anti-adhesion
development project including conducting a human gynecology clinical trial on
GYNECARE INTERGEL * Adhesion Prevention Solution (INTERGEL Solution), a
second-generation ferric hyaluronan-based product. Lifecore has granted ETHICON
exclusive worldwide marketing rights through 2008 to the products developed by
Lifecore within defined fields of use. On March 27, 2003, the Company
announced that ETHICON voluntarily suspended global marketing and sales of
INTERGEL Solution and has voluntarily withdrawn the product from the market in
order to assess information obtained from postmarketing experience with the
device. The assessment will include a review of technical issues, surgical
techniques and circumstances associated with the postmarketing events,
including reports from
off-label use. Since the launch of the product in August of 1998 to February
2003, the worldwide complaint rate has been 0.29 percent of units sold. The
contribution of the device to these events is unknown. The Company currently
expects that the product will return to the market following completion of the
review and implementation of any appropriate action. Management does not
believe there has been an impairment of assets as of September 30, 2003.

*Trademark of ETHICON, INC.

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

September 30, 2003

NOTE E - LINE OF CREDIT

The Company has a $5,000,000 credit facility with a bank which has a maturity
date of December 31, 2005. The agreement allows for advances against eligible
accounts receivable, subject to a borrowing base certificate. Interest is
accrued at the prime rate which was 4.00% at September 30, 2003. At September
30, 2003 and June 30, 2003, there were no balances outstanding under the line
of credit. The terms of the agreement require the Company to comply with
various financial covenants including minimum tangible net worth, liabilities
to tangible net worth ratio and profitability. At September 30, 2003 and June
30, 2003, the Company was in compliance with all covenants.

NOTE F - STOCK PLAN INFORMATION

The Company has various stock option plans that provide for the granting of
stock options to officers, key employees and directors. The Company accounts
for stock-based compensation using the intrinsic value method prescribed in APB
No. 25, Accounting for Stock Issued to Employees, whereby the options are
granted at market price, and therefore no compensation costs are recognized.
The Company has elected to retain its current method of accounting as described
above and has adopted the disclosure requirements of SFAS Nos. 123 and 148. If
compensation expense for the Companys various stock option plans had been
determined based upon the projected fair values at the grant dates for awards
under those plans in accordance with SFAS No. 123, the Companys pro-forma net
loss, and basic and diluted loss per common share would have been as follows:

|                                                                                                                                  |                                 |   |                                  |       |      |   |            |       |  
|--------------------------------------------------------------------------------------------------------------------------------- | ------------------------------- | - | -------------------------------- | ----- | ---- | - | ---------- | ----- | -
|                                                                                                                                  |                                 |   | Three months ended September 30,
|                                                                                                                                  |                                 |   |                                 
|                                                                                                                                  |                                 |   | 2003                             |       | 2002
|                                                                                                                                  |                                 |   |                                  |       |     
|Net loss, as reported                                                                                                             |                                 | $ | (843,000                         | )     |      | $ | (1,046,000 | )    
|Deduct: Total stock-based employee compensation expense
determined under fair value method for awards, net of
related tax effects |                                 |   | (90,000                          | )     |      |   | (33,000    | )    
|                                                                                                                                  |                                 |   |                                  |       |      |   |            |      
|Pro forma net loss                                                                                                                |                                 | $ | (933,000                         | )     |      | $ | (1,079,000 | )    
|                                                                                                                                  |                                 |   |                                  |       |      |   |            |      
|Net loss per common equivalent share:                                                                                             |                                 |   |                                  |       |      |   |            |      
|                                                                                                                                  | Basic and diluted - as reported |   | $                                | (0.07 | )    |   | $          | (0.08 | )
|                                                                                                                                  | Basic and diluted - pro-forma   |   | $                                | (0.07 | )    |   | $          | (0.08 | )

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 (cont.)

September 30, 2003

NOTE G  NET LOSS PER SHARE

The Companys basic net income (loss) per share amounts have been computed by
dividing net income (loss) by the weighted average number of outstanding common
shares. The Companys diluted net income (loss) per share is computed by
dividing net income (loss) by the weighted average number of outstanding common
shares and common share equivalents relating to stock options, when dilutive.
For the three month periods ended September 30, 2003 and 2002 the Company
reported a net loss and as such, no common share equivalents were included in
the computation of diluted net loss per share. However, if the Company would
have reported net income in the three month periods ended September 30, 2003
and 2002, 32,614 and 158,830 common share equivalents, respectfully, would have
been included in the computation of diluted net income per share.

Options to purchase 2,606,332 shares of common stock with a weighted average
exercise price of $12.34 for the three-month period ended September 30, 2003
and options to purchase 1,887,168 shares of common stock with a weighted
average exercise price of $14.30 for the three-month period ended September 30,
2002, respectively, were outstanding but were not included in the calculation
of diluted net loss per share because the options exercise prices were greater
than the average market price of the Companys common stock during those
periods. Although these options were antidilutive for the periods presented,
they may be dilutive in future period calculations.

NOTE H  SEGMENT INFORMATION

The Company operates two business segments. The Hyaluronan Division develops,
manufactures, and markets products containing hyaluronan. The Oral Restorative
Division develops, manufactures and/or markets various oral restorative
products to the area of implant dentistry. Currently, products containing
hyaluronan are sold primarily to customers pursuant to ongoing supply
agreements. The Companys Oral Restorative Division markets products directly
to clinicians and dental laboratories in the United States, Germany, Italy and
Sweden and primarily through distributorship arrangements in other foreign
locations. The operations of the Companys subsidiaries, Lifecore Biomedical
GmbH, Lifecore Biomedical SpA, and Lifecore Biomedical AB have not been
material to the consolidated financial statements.

Segment assets and the basis of segmentation are consistent with that reported
at June 30, 2003. Segment information for sales and loss from operations are as
follows:

|                     |                           |   |                                  |           |      |   |           |           |  
|-------------------- | ------------------------- | - | -------------------------------- | --------- | ---- | - | --------- | --------- | -
|                     |                           |   | Three months ended September 30,
|                     |                           |   |                                 
|                     |                           |   | 2003                             |           | 2002
|                     |                           |   |                                  |           |     
|Net sales            |                           |   |                                  |           |      |   |           |          
|                     | Hyaluronan products       |   | $                                | 3,558,000 |      |   | $         | 3,698,000 |  
|                     | Oral restorative products |   |                                  | 6,389,000 |      |   |           | 5,274,000 |  
|                     |                           |   |                                  |           |      |   |           |          
|                     |                           | $ | 9,947,000                        |           |      | $ | 8,972,000 |          
|                     |                           |   |                                  |           |      |   |           |          
|Loss from operations |                           |   |                                  |           |      |   |           |          
|                     | Hyaluronan products       |   | $                                | (574,000  | )    |   | $         | (435,000  | )
|                     | Oral restorative products |   |                                  | (241,000  | )    |   |           | (466,000  | )
|                     |                           |   |                                  |           |      |   |           |          
|                     |                           | $ | (815,000                         | )         |      | $ | (901,000  | )        
|                     |                           |   |                                  |           |      |   |           |          

9



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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 (cont.)

September 30, 2003

NOTE I  NEW ACCOUNTING PRONOUNCEMENTS

In December 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 148, Accounting for
Stock-Based Compensation Transition and Disclosure. SFAS No. 148 amends
SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirements of Accounting Principles Board (APB)
Opinion No. 28, Interim Financial Reporting, to require pro-forma disclosure in
interim financial statements by companies that elect to account for stock-based
compensation using the intrinsic value method prescribed in APB Opinion No. 25.
The Company continues to use the intrinsic value method of accounting for
stock-based compensation. As a result, the transition provisions will not have
an effect on the Companys consolidated financial statements.

In January 2003, FASB issued FASB Interpretation No. 46 (FIN 46),
Consolidation of Variable Interest Entities. FIN 46 is an interpretation of
Accounting Research Bulletin No. 51, Consolidated Financial Statements, and
addresses consolidation by business enterprises of variable interest entities.
FIN 46 applies immediately to variable interest entities created or obtained
after January 31, 2003 and it applies in the first fiscal year or interim
period beginning after December 15, 2003, to variable interest entities in
which an enterprise holds a variable interest that it acquired before February
1, 2003. This pronouncement is not expected to have a material impact on the
Companys consolidated financial position or results of operation.

In May 2003, the FASB issued Statement No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity.
SFAS No. 150 changes the classifications in the statement of financial position
of certain common financial instruments from either equity or mezzanine
presentation to liabilities and requires an issuer of those financial
statements to recognize changes in fair value or redemption amount, as
applicable, in earnings. SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. Adoption
of SFAS No. 150 is not anticipated to have an impact on the Companys
consolidated financial position or results of operations.

10



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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION

Critical Accounting Policies:

The discussion and analysis of our financial condition and results of
operations are based upon the Companys consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires management to make estimates and assumptions in certain circumstances
that affect the reported amount of assets and liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities at the
date of the Companys financial statements. Management bases its estimates and
judgments on historical experience, observance of trends in the industry,
information provided by customers and other outside sources and on various
other factors that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates under different assumptions or
conditions.

Revenue Recognition:

The Companys revenues are recognized when products are shipped to or otherwise
accepted by unaffiliated customers. The Securities and Exchange Commissions
Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition provides
guidance on the application of generally accepted accounting principles to
selected revenue recognition issues. The Company has concluded that its revenue
recognition policy is appropriate and in accordance with generally accepted
accounting principles and SAB No. 101.

Allowance for Uncollectible Accounts Receivable:

Accounts receivable are reduced by an allowance for amounts that may become
uncollectible in the future. The Company extends credit to customers in the
normal course of business, but generally does not require collateral or any
other security to support amounts due. Management performs on-going credit
evaluations of its customers and bases the estimated allowance on these
evaluations.

Inventories:

Inventories are stated at the lower of cost (first-in, first-out method)
or market and have been reduced to lower of cost or market for obsolete, excess
or unmarketable inventory. The lower of cost or market adjustment is based on
managements review of inventories on hand compared to estimated future usage
and sales.

Goodwill, Intangible and Other Long-Lived Assets:

Intangible and certain other long-lived assets with a definite life are
amortized over their useful lives. Useful lives are based on managements
estimates of the period that the assets will generate revenue.

In July 2001, the Financial Accounting Standards Board issued SFAS No. 142
which deals with, among other things, amortization of goodwill. The Company
adopted this new standard effective July 1, 2001 and ceased amortization of
goodwill at that date and reviews goodwill for impairment on a regular basis,
at least annually.

Management has reviewed goodwill and other intangibles for impairment and has
concluded that such assets are appropriately valued at the financial statement
date.

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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION (cont.)

Recently Issued Accounting Pronouncements:

The notes to the consolidated financial statements included in this Form 10-Q
include a discussion regarding recently issued accounting pronouncements. The
effects on the Companys financial statements from these pronouncements are not
expected to be material.

Results of Operations

Three Months Ended September 30, 2003 Compared to Three Months Ended September
30, 2002:

|                   |                            |   |            |           |                  |   |              |         |      |   |           |           |      |   |           |           |  |   |           |           |  |   |           |           | 
|------------------ | -------------------------- | - | ---------- | --------- | ---------------- | - | ------------ | ------- | ---- | - | --------- | --------- | ---- | - | --------- | --------- |  | - | --------- | --------- |  | - | --------- | --------- | 
|                   |                            |   | Hyaluronan |           | Oral Restorative |   |              |         |      |   |           |           |     
|                   |                            |   | Division   |           | Division         |   | Consolidated
|                   |                            |   |            |           |                  |   |             
|                   |                            |   | 2003       |           | 2002             |   | 2003         |         | 2002 |   | 2003      |           | 2002
|                   |                            |   |            |           |                  |   |              |         |      |   |           |           |     
|Net sales          |                            | $ | 3,558,000  |           |                  | $ | 3,698,000    |         |      | $ | 6,389,000 |           |      | $ | 5,274,000 |           |  | $ | 9,947,000 |           |  | $ | 8,972,000 |          
|Cost of goods sold |                            |   | 2,369,000  |           |                  |   | 2,799,000    |         |      |   | 2,400,000 |           |      |   | 2,110,000 |           |  |   | 4,769,000 |           |  |   | 4,909,000 |          
|                   |                            |   |            |           |                  |   |              |         |      |   |           |           |      |   |           |           |  |   |           |           |  |   |           |          
|Gross profit       |                            |   | 1,189,000  |           |                  |   | 899,000      |         |      |   | 3,989,000 |           |      |   | 3,164,000 |           |  |   | 5,178,000 |           |  |   | 4,063,000 |          
|Operating expenses |                            |   |            |           |                  |   |              |         |      |   |           |           |      |   |           |           |  |   |           |           |  |   |           |          
|                   | Research and development   |   |            | 1,019,000 |                  |   |              | 709,000 |      |   |           | 240,000   |      |   |           | 248,000   |  |   |           | 1,259,000 |  |   |           | 957,000   | 
|                   | Marketing and sales        |   |            | 127,000   |                  |   |              | 174,000 |      |   |           | 3,046,000 |      |   |           | 2,674,000 |  |   |           | 3,173,000 |  |   |           | 2,848,000 | 
|                   | General and
administrative |   |            | 617,000   |                  |   |              | 451,000 |      |   |           | 944,000   |      |   |           | 708,000   |  |   |           | 1,561,000 |  |   |           | 1,159,000 | 
|                   |                            |   |            |           |                  |   |              |         |      |   |           |           |      |   |           |           |  |   |           |           |  |   |           |          
|                   |                            |   | 1,763,000  |           |                  |   | 1,334,000    |         |      |   | 4,230,000 |           |      |   | 3,630,000 |           |  |   | 5,993,000 |           |  |   | 4,964,000 |          
|                   |                            |   |            |           |                  |   |              |         |      |   |           |           |      |   |           |           |  |   |           |           |  |   |           |          
|Operating loss     |                            | $ | (574,000   | )         |                  | $ | (435,000     | )       |      | $ | (241,000  | )         |      | $ | (466,000  | )         |  | $ | (815,000  | )         |  | $ | (901,000  | )        
|                   |                            |   |            |           |                  |   |              |         |      |   |           |           |      |   |           |           |  |   |           |           |  |   |           |          

Net sales for the quarter ended September 30, 2003 increased $975,000 or 11% as
compared to the same quarter of last fiscal year. Hyaluronan product sales for
the current quarter decreased $140,000 or 4% as compared to the same quarter of
last fiscal year. The sales decrease was due to lower gynecologic hyaluronan
shipments resulting from the withdrawal of INTERGEL Solution from the market,
offset by increased ophthalmic and veterinary sales. Oral restorative product
sales for the current quarter increased $1,115,000 or 21% compared to the same
quarter of last fiscal year. International sales of oral restorative products
increased 28% and domestic sales increased 16% as compared to the same quarter
of last fiscal year.

Consolidated gross margin increased to 52% for the current quarter from 45% for
the same quarter of last fiscal year. The gross margin for the Hyaluronan
Division increased to 33% from a gross margin of 24% due to product mix. The
gross margin for the Oral Restorative Division increased to 62% for the current
quarter from 60% for the same quarter of last fiscal year. The gross margin
increase is due to sales mix and reduced material costs.

Research and development expenses increased $302,000 or 32% in the current
quarter as compared to the same quarter of last fiscal year. The increase is
due to consulting and professional fees associated with the market withdrawal
of INTERGEL Solution.

Marketing and sales expenses increased $325,000 or 11% in the current quarter
as compared to the same quarter of last fiscal year due to increased costs
associated with expansion of oral restoratives domestic sales force and
international operations.

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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION (cont.)

General and administrative expenses increased $402,000 or 35% for the current
quarter as compared to the same quarter of last fiscal year. The increase
resulted from increased legal expenses, insurance premiums and higher personnel
related expenses.

Other expense, net, decreased $117,000 or 81% for the current quarter as
compared to the same quarter of last fiscal year. The decrease is primarily
due to the $129,000 increase in other income from currency gains realized on
Euro denominated intercompany transactions.

Liquidity and Capital Resources

The Companys Annual Report on Form 10-K for the year ended June 30, 2003
contains a detailed discussion of Lifecores liquidity and capital resources.
In conjunction with this Quarterly Report on Form 10-Q, investors should read
the 2003 Form 10-K.

For the three month period ended September 30, 2003, the Company had positive
cash flow from operations of $886,000. Cash flow from operations was positive
in fiscal years 2003, 2002 and 2001. Charges for unused manufacturing capacity
associated with the Companys hyaluronan production and additional costs
associated with the withdrawal of INTERGEL Solution from the market have
negatively impacted operating results in the current fiscal year. Prior to the
current fiscal year, charges for unused capacity were due to an unanticipated
delay in receiving INTERGEL Solution marketing approval in the U.S. from the
FDA. Further, the Company expects ongoing expenditures related to the process
for assessment of information obtained from postmarketing experience with the
device. Also, marketing and sales expenses for the oral restorative products
are expected to continue at a high level with continued international expansion
and increased personnel costs.

The loan agreement between the Company and the holder of the industrial
development revenue bonds issued to finance the Companys Chaska, Minnesota
facility was amended in May 2003 to waive the fixed charge coverage ratio and
the cash flow coverage ratio through June 30, 2004. With respect to certain of
these covenants, the Company may be required to obtain further waivers for
fiscal 2005. There can be no assurance that future waivers will be granted to
the Company.

The Company has a $5,000,000 credit facility with a bank which has a maturity
date of December 31, 2005. The agreement allows for advances against eligible
accounts receivable, subject to a borrowing base certificate. Interest is
accrued at the prime rate at September 30, 2003, which was 4.00%. At September
30, 2003 and June 30, 2003, there were no balances outstanding under the line
of credit. The terms of the agreement require the Company to comply with
various financial covenants including minimum tangible net worth, liabilities
to tangible net worth ratio and profitability. At September 30, 2003 and June
30, 2003, the Company was in compliance with all covenants.

The Companys ability to generate positive cash flow from operations and
achieve ongoing profitability is dependent upon the continued expansion of
revenue from its hyaluronan and oral restorative businesses. Growth in the
Hyaluronan Division is unpredictable due to the uncertainty associated with the
future market status of INTERGEL Solution, the complex governmental regulatory
environment for new medical products and the early stage of certain of these
markets. Similarly, expansion of the Companys Oral Restorative Division sales
is also dependent upon increased revenue from new and existing customers, as
well as successfully competing in a more mature market. The Company expects
its cash generated from anticipated operations and the availability under the
line of credit to satisfy cash flow needs in the near term. No assurance can
be given that the Company will maintain positive cash flow from operations.
While the Companys capital resources appear adequate today, the Company may
seek additional financing in the future. If additional financing is necessary,
no assurance can be given that such financing will be available and, if
available, will be on terms favorable to the Company and its shareholders.

The Company does not have any off-balance sheet financing activities.

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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION (cont.)

Cautionary Statement

Certain statements in this Form 10-Q are forward-looking statements as defined
in the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements, which refer to the likelihood of return of INTERGEL Solution to the
market and the timing of such return; the extent of the impact on Hyaluronan
Division margins from increased unused manufacturing capacity charges; the
level of expenditures related to the process associated with the assessment of
information obtained from postmarketing experience with the device; the
likelihood of adequate cash flow and access to financial markets; expected
production levels; and the future marketing and sales success of Oral
Restorative Division products, are subject to change. These statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from historical results and those presently anticipated or
projected, such as, unforeseen difficulties or delays in assessing information
obtained from postmarketing experience with INTERGEL Solution, unforeseen
difficulties or delays in interactions with the FDA, and lack of cooperation or
marketing success from marketing partners for the hyaluronan products.
Investors are referred to a more detailed discussion of those risks presented
in Managements Discussion and Analysis of Financial Condition and Results of
Operations section in the Companys Annual Report on Form 10-K for the year
ended June 30, 2003 as well as Exhibit 99.1 to such Form 10-K.

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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company invests its excess cash in money market mutual funds and highly
rated corporate debt securities. All investments are held-to-maturity. The
market risk on such investments is minimal.

Receivables from sales to foreign customers are denominated in U.S. Dollars.
Transactions at the Companys foreign subsidiaries are denominated in European
Euros at Lifecore Biomedical SpA and Lifecore Biomedical GmbH and are
denominated in Swedish Krona at Lifecore Biomedical AB. The Company has
historically had minimal exposure to changes in foreign currency exchange
rates, and as such, has not used derivative financial instruments to manage
foreign currency fluctuation risk.

The Companys outstanding long-term debt carries interest at a fixed rate.
There is no material market risk relating to the Companys long-term debt.




ITEM 4. CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our management, including
the Companys Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a  15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that, as of the
end of the period covered by this report, our disclosure controls and
procedures are adequately designed to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the
Securities and Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in applicable rules
and forms.

(b)  Changes in internal controls.

During the fiscal quarter covered by this report, there have not been any
significant changes in the Companys internal control over financial reporting
(as defined in Rule 13a - 15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

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##### Table of Contents






LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART II  OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K




| |    |      |  |                                                                                                                                                                                                                                                                                                                             
| | -- | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. |      |  | Exhibits and Exhibit Index                                                                                                                                                                                                                                                                                                  
| |    |      |  |                                                                                                                                                                                                                                                                                                                             
| |    | 3.1  |  | Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 19(a) to Amendment No. 1 on Form 8, dated
July 13, 1988, to Form 10-Q for the quarter ended December 31,
1987), as amended by Amendment No. 2, (incorporated by reference to
Exhibit 3.1 to Form 10-K for the year ended June 30, 1997)
| |    |      |  |                                                                                                                                                                                                                                                                                                                             
| |    | 3.2  |  | Amended Bylaws, (incorporated by reference to Exhibit 3.2 to
Form 10-K/A for the year ended June 30, 1995)                                                                                                                                                                                                                  
| |    |      |  |                                                                                                                                                                                                                                                                                                                             
| |    | 3.3  |  | Form of Rights Agreement, dated as of May 23, 1996, between
the Company and Norwest Bank Minnesota, National Association
(incorporated by reference to Exhibit 1 to the Companys Form 8-A
Registration Statement dated May 31, 1996)                                                                                       
| |    |      |  |                                                                                                                                                                                                                                                                                                                             
| |    | 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 |  | Employment agreement between the Company and James W. Bracke, dated October 16, 2003                                                                                                                                                                                                                                        
| |    |      |  |                                                                                                                                                                                                                                                                                                                             
| |    | 31.1 |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                      
| |    |      |  |                                                                                                                                                                                                                                                                                                                             
| |    | 31.2 |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                      
| |    |      |  |                                                                                                                                                                                                                                                                                                                             
| |    | 32.1 |  | Certification of the Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                      
| |    |      |  |                                                                                                                                                                                                                                                                                                                             
| |    | 32.2 |  | Certification of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                      




| |    |  |  |                                                                                                                                                                            
| | -- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. |  |  | Reports on Form 8-K                                                                                                                                                        
| |    |  |  |                                                                                                                                                                            
| |    |  |  | A report on Form 8-K was filed on August 12, 2003 to report under
item 12 the Companys Fiscal 2003 fourth quarter and year end
financial results.                         
| |    |  |  |                                                                                                                                                                            
| |    |  |  | A report on Form 8-K was filed on September 10, 2003 (dated
September 9, 2003) to report under Item 9 the dismissal of The
Straumann Companys lawsuit against the Company.
| |    |  |  |                                                                                                                                                                            
| |    |  |  | A report on Form 8-K was filed on October 15, 2003 (dated October
14, 2003) to report under Item 12 the Companys Fiscal 2004 first
quarter financial results.             

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##### Table of Contents






LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIESPART II  OTHER INFORMATION

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.

|                         |  |                                                                                                                 
|------------------------ |  | ----------------------------------------------------------------------------------------------------------------
|                         |  | LIFECORE BIOMEDICAL, INC.                                                                                       
|                         |  |                                                                                                                 
|Dated: November 10, 2003 |  | /s/ James W. Bracke                                                                                             
|                         |  |                                                                                                                 
|                         |  | James W. Bracke    
President & Chief Executive Officer                                                         
|                         |  |                                                                                                                 
|Dated: November 10, 2003 |  | /s/ Dennis J. Allingham                                                                                         
|                         |  |                                                                                                                 
|                         |  | Dennis J. Allingham    
Executive Vice President    
& Chief Financial Officer    
(Principal Financial Officer)

17