##### 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 endedMarch 31, 2007
 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 March 31, 2007 and June 30, 2006
    
    
    2Condensed Consolidated Statements of Operations for Three Months and Nine
Months Ended March 31, 2007 and 2006
    
    
    3Condensed Consolidated Statements of Cash Flows for
Nine Months Ended March 31, 2007 and 2006
    
    
    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 6.
    
    Exhibits
    
    
    23Signatures
    
    
    
    
    24Exhibit Index
    
    
    
    
    25302 Certification of Chief Executive Officer302 Certification of Chief Financial Officer906 Certification of Chief Executive Officer906 Certification of Chief Financial Officer
  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
  March 31,
    
    
    June 30,2007
    
    
    2006ASSETSCurrent AssetsCash and cash equivalents
    
    $
    33,283,000
    
    
    $
    26,638,000Accounts receivable, less allowances
    
    
    15,830,000
    
    
    
    12,564,000Inventories
    
    
    12,550,000
    
    
    
    12,217,000Deferred income taxes, net
    
    
    3,816,000
    
    
    
    4,865,000Prepaid expenses
    
    
    1,448,000
    
    
    
    1,084,000Total current assets
    
    
    66,927,000
    
    
    
    57,368,000Property, plant and equipmentLand, building and equipment
    
    
    50,767,000
    
    
    
    49,388,000Less accumulated depreciation
    
    
    (27,688,000
    )
    
    
    (26,138,000
    )23,079,000
    
    
    
    23,250,000Other AssetsIntangibles, net
    
    
    5,119,000
    
    
    
    5,201,000Inventories
    
    
    943,000
    
    
    
    1,406,000Deferred income taxes, net
    
    
    603,000
    
    
    
    1,694,000Other
    
    
    346,000
    
    
    
    319,0007,011,000
    
    
    
    8,620,000$
    97,017,000
    
    
    $
    89,238,000LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesCurrent maturities of long-term obligations
    
    $
    290,000
    
    
    $
    290,000Accounts payable
    
    
    3,441,000
    
    
    
    3,212,000Accrued compensation
    
    
    1,476,000
    
    
    
    1,847,000Accrued expenses
    
    
    1,643,000
    
    
    
    1,549,000Total current liabilities
    
    
    6,850,000
    
    
    
    6,898,000Long-term obligations
    
    
    4,582,000
    
    
    
    4,804,000Shareholders equity
    
    
    85,585,000
    
    
    
    77,536,000$
    97,017,000
    
    
    $
    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 March 31,
    
    
    Nine months ended March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales
    
    $
    18,865,000
    
    
    $
    16,775,000
    
    
    $
    50,427,000
    
    
    $
    45,409,000Cost of goods sold
    
    
    7,189,000
    
    
    
    6,208,000
    
    
    
    19,259,000
    
    
    
    17,399,000Gross profit
    
    
    11,676,000
    
    
    
    10,567,000
    
    
    
    31,168,000
    
    
    
    28,010,000Operating expensesResearch and development
    
    
    1,269,000
    
    
    
    881,000
    
    
    
    3,382,000
    
    
    
    2,878,000Marketing and sales
    
    
    5,126,000
    
    
    
    4,525,000
    
    
    
    15,279,000
    
    
    
    12,661,000General and administrative
    
    
    1,852,000
    
    
    
    1,720,000
    
    
    
    5,653,000
    
    
    
    5,275,0008,247,000
    
    
    
    7,126,000
    
    
    
    24,314,000
    
    
    
    20,814,000Operating income
    
    
    3,429,000
    
    
    
    3,441,000
    
    
    
    6,854,000
    
    
    
    7,196,000Other income (expense)Interest income
    
    
    394,000
    
    
    
    203,000
    
    
    
    1,078,000
    
    
    
    495,000Interest expense
    
    
    (66,000
    )
    
    
    (65,000
    )
    
    
    (201,000
    )
    
    
    (181,000
    )Currency transaction gains
(losses)
    
    
    72,000
    
    
    
    
    
    
    
    156,000
    
    
    
    (73,000
    )Other
    
    
    (5,000
    )
    
    
    5,000
    
    
    
    11,000
    
    
    
    (14,000
    )395,000
    
    
    
    143,000
    
    
    
    1,044,000
    
    
    
    227,000Income before income tax expense
    
    
    3,824,000
    
    
    
    3,584,000
    
    
    
    7,898,000
    
    
    
    7,423,000Income tax expense
    
    
    1,491,000
    
    
    
    1,391,000
    
    
    
    3,060,000
    
    
    
    2,794,000Net income
    
    $
    2,333,000
    
    
    $
    2,193,000
    
    
    $
    4,838,000
    
    
    $
    4,629,000Net income per shareBasic
    
    $
    0.17
    
    
    $
    0.17
    
    
    $
    0.36
    
    
    $
    0.35Diluted
    
    $
    0.17
    
    
    $
    0.16
    
    
    $
    0.35
    
    
    $
    0.34Weighted average shares outstandingBasic
    
    
    13,383,088
    
    
    
    13,180,859
    
    
    
    13,289,156
    
    
    
    13,134,280Diluted
    
    
    13,859,948
    
    
    
    13,572,205
    
    
    
    13,756,762
    
    
    
    13,505,079
  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
  Nine months ended March 31,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    4,838,000
    
    
    $
    4,629,000Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    1,642,000
    
    
    
    1,470,000Allowance for doubtful accounts
    
    
    (60,000
    )
    
    
    106,000Deferred income taxes
    
    
    2,140,000
    
    
    
    2,511,000Stock-based compensation
    
    
    1,166,000
    
    
    
    786,000Tax benefit related to stock-based compensation plan
    
    
    200,000
    
    
    
    56,000Accumulated currency translation adjustment
    
    
    191,000
    
    
    
    90,000Changes in operating assets and liabilities, net of
effects of acquisition:Accounts receivable
    
    
    (3,206,000
    )
    
    
    (1,986,000
    )Inventories
    
    
    130,000
    
    
    
    (2,058,000
    )Prepaid expenses
    
    
    (364,000
    )
    
    
    (251,000
    )Accounts payable
    
    
    229,000
    
    
    
    (409,000
    )Accrued liabilities
    
    
    (277,000
    )
    
    
    (413,000
    )Net cash provided by operating activities
    
    
    6,629,000
    
    
    
    4,531,000Cash flows from investing activities:Purchases of property, plant and equipment
    
    
    (1,379,000
    )
    
    
    (1,287,000
    )Acquisition, net of cash acquired
    
    
    
    
    
    
    (346,000
    )Change in other assets
    
    
    (37,000
    )
    
    
    (75,000
    )Net cash used in investing activities
    
    
    (1,416,000
    )
    
    
    (1,708,000
    )Cash flows from financing activities:Payments on long-term obligations
    
    
    (222,000
    )
    
    
    (187,000
    )Proceeds from stock options exercised
    
    
    1,488,000
    
    
    
    990,000Excess tax benefit related to stock-based compensation
    
    
    166,000
    
    
    
    Net cash provided by financing activities
    
    
    1,432,000
    
    
    
    803,000Net increase in cash and cash equivalents
    
    
    6,645,000
    
    
    
    3,626,000Cash and cash equivalents at beginning of period
    
    
    26,638,000
    
    
    
    18,508,000Cash and cash equivalents at end of period
    
    $
    33,283,000
    
    
    $
    22,134,000Supplemental disclosure of cash flow information:Cash paid during the period for:Interest
    
    $
    201,000
    
    
    $
    166,000Taxes
    
    
    285,000
    
    
    
    253,000
  4




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


















March 31,
    
    
    June 30,2007
    
    
    2006Raw Materials
    
    $
    4,478,000
    
    
    $
    3,973,000Work-in-process
    
    
    1,213,000
    
    
    
    708,000Finished goods-current
    
    
    6,859,000
    
    
    
    7,536,00012,550,000
    
    
    
    12,217,000Finished goods-long term
    
    
    943,000
    
    
    
    1,406,000$
    13,493,000
    
    
    $
    13,623,000


5



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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)
       March 31,
    
    
    June 30,2007
    
    
    2006Goodwill
    
    $
    4,783,000
    
    
    $
    4,783,000Patents
    
    
    387,000
    
    
    
    387,000Distribution rights and licenses
    
    
    350,000
    
    
    
    350,000Customer List
    
    
    80,000
    
    
    
    80,000Accumulated amortization
    
    
    (481,000
    )
    
    
    (399,000
    )$
    5,119,000
    
    
    $
    5,201,000
     6




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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 March 31,
    
    
    Nine months ended March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Cost of goods sold
    
    $
    14,000
    
    
    $
    11,000
    
    
    $
    52,000
    
    
    $
    32,000Research and development
    
    
    75,000
    
    
    
    14,000
    
    
    
    223,000
    
    
    
    43,000Marketing and sales
    
    
    55,000
    
    
    
    125,000
    
    
    
    295,000
    
    
    
    231,000General and administrative
    
    
    151,000
    
    
    
    112,000
    
    
    
    381,000
    
    
    
    327,000Total stock-based
compensation expense
    
    $
    295,000
    
    
    $
    262,000
    
    
    $
    951,000
    
    
    $
    633,000
       7




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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 March 31,
    
    
    Nine months ended March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Net salesHyaluronan products
    
    $
    6,145,000
    
    
    $
    5,347,000
    
    
    $
    15,243,000
    
    
    $
    14,639,000Dental products
    
    
    12,720,000
    
    
    
    11,428,000
    
    
    
    35,184,000
    
    
    
    30,770,000$
    18,865,000
    
    
    $
    16,775,000
    
    
    $
    50,427,000
    
    
    $
    45,409,000Income from operationsHyaluronan products
    
    $
    1,608,000
    
    
    $
    1,493,000
    
    
    $
    3,067,000
    
    
    $
    3,547,000Dental products
    
    
    1,821,000
    
    
    
    1,948,000
    
    
    
    3,787,000
    
    
    
    3,649,000$
    3,429,000
    
    
    $
    3,441,000
    
    
    $
    6,854,000
    
    
    $
    7,196,000
 8




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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)
          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
    
    
    Consolidated2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales
    
    $
    6,145,000
    
    
    $
    5,347,000
    
    
    $
    12,720,000
    
    
    $
    11,428,000
    
    
    $
    18,865,000
    
    
    $
    16,775,000Cost of goods sold
    
    
    2,760,000
    
    
    
    2,449,000
    
    
    
    4,429,000
    
    
    
    3,759,000
    
    
    
    7,189,000
    
    
    
    6,208,000Gross profit
    
    
    3,385,000
    
    
    
    2,898,000
    
    
    
    8,291,000
    
    
    
    7,669,000
    
    
    
    11,676,000
    
    
    
    10,567,000Operating expensesResearch and
development
    
    
    880,000
    
    
    
    516,000
    
    
    
    389,000
    
    
    
    365,000
    
    
    
    1,269,000
    
    
    
    881,000Marketing and sales
    
    
    194,000
    
    
    
    149,000
    
    
    
    4,932,000
    
    
    
    4,376,000
    
    
    
    5,126,000
    
    
    
    4,525,000General and
administrative
    
    
    703,000
    
    
    
    740,000
    
    
    
    1,149,000
    
    
    
    980,000
    
    
    
    1,852,000
    
    
    
    1,720,0001,777,000
    
    
    
    1,405,000
    
    
    
    6,470,000
    
    
    
    5,721,000
    
    
    
    8,247,000
    
    
    
    7,126,000Operating income
    
    $
    1,608,000
    
    
    $
    1,493,000
    
    
    $
    1,821,000
    
    
    $
    1,948,000
    
    
    $
    3,429,000
    
    
    $
    3,441,000
 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
    
    
    Consolidated2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales
    
    $
    15,243,000
    
    
    $
    14,639,000
    
    
    $
    35,184,000
    
    
    $
    30,770,000
    
    
    $
    50,427,000
    
    
    $
    45,409,000Cost of goods sold
    
    
    7,144,000
    
    
    
    6,858,000
    
    
    
    12,115,000
    
    
    
    10,541,000
    
    
    
    19,259,000
    
    
    
    17,399,000Gross profit
    
    
    8,099,000
    
    
    
    7,781,000
    
    
    
    23,069,000
    
    
    
    20,229,000
    
    
    
    31,168,000
    
    
    
    28,010,000Operating expensesResearch and
development
    
    
    2,284,000
    
    
    
    1,728,000
    
    
    
    1,098,000
    
    
    
    1,150,000
    
    
    
    3,382,000
    
    
    
    2,878,000Marketing and sales
    
    
    591,000
    
    
    
    433,000
    
    
    
    14,688,000
    
    
    
    12,228,000
    
    
    
    15,279,000
    
    
    
    12,661,000General and
administrative
    
    
    2,157,000
    
    
    
    2,073,000
    
    
    
    3,496,000
    
    
    
    3,202,000
    
    
    
    5,653,000
    
    
    
    5,275,0005,032,000
    
    
    
    4,234,000
    
    
    
    19,282,000
    
    
    
    16,580,000
    
    
    
    24,314,000
    
    
    
    20,814,000Operating income
    
    $
    3,067,000
    
    
    $
    3,547,000
    
    
    $
    3,787,000
    
    
    $
    3,649,000
    
    
    $
    6,854,000
    
    
    $
    7,196,000
 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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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.
    22




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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 April 19, 2007 (incorporated by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K filed on April 25, 2007)4.1
    
    Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to 1987 S-2
Registration Statement [File No. 33-12970])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: May 10, 2007
    /s/ Dennis J. AllinghamDennis J. AllinghamPresident, Chief Executive Officer, Secretary and Director
(duly authorized officer)Dated:  May 10, 2007
    /s/ David M. NoelDavid M. NoelVice President of Finance and Chief Financial Officer
(principal financial and accounting officer) 24




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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 April 19, 2007 (incorporated by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K filed on April 25, 2007)4.1
    
    Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to 1987 S-2
Registration Statement [File No. 33-12970])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