##### Table of Contents



---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A-1



---

|x |  | Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|- |  | ------------------------------------------------------------------------------------
|  |  |                                                                                     
|  |  | For the fiscal year ended June 30, 2003                                             
|  |  | Commission file number: 0-4136                                                      



---

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)


|                                                                         |  |                                             
|------------------------------------------------------------------------ |  | --------------------------------------------
|Minnesota
(State or other jurisdiction
of incorporation or organization) |  | 41-0948334
(IRS Employer
Identification No.)

|                                                                                          
|------------------------------------------------------------------------------------------
|3515 Lyman Boulevard
Chaska, Minnesota 55318-3051
(Address of principal executive offices)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:Common Stock ($.01 stated value)
Preferred Stock Purchase Rights
(Title of Class)



---

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer as
defined in Rule 12b-2 of the Act. Yes x  No o

The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant based upon the closing price of the
registrants stock, as quoted on the Nasdaq National Market on December 31,
2002, the last business day of the registrants most recently completed second
fiscal quarter, as quoted on the Nasdaq National Market, was $81,525,066.
Shares of common stock held by each officer and director and by each person or
group who owns 5% or more of the outstanding common stock have been excluded in
that such persons or groups may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.

The number of shares outstanding of the Registrants Common Stock, $.01
stated value, as of August 29, 2003 was 12,890,417 shares.



---

DOCUMENTS INCORPORATED BY REFERENCE




|1. |  | Certain responses to Part III are incorporated by reference to
information contained in the Companys definitive Proxy Statement for its
2003 Annual Meeting to be filed with the Commission within 120 days after
the end of the Registrants fiscal year.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

---





---

TABLE OF CONTENTS



|                                                   |                                                                                               |  |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|EXPLANATORY NOTE                                  
|PART I                                            
|                                                   | Item 1. Business                                                                             
|                                                   | Item 2. Properties                                                                           
|                                                   | Item 3. Legal Proceedings                                                                    
|                                                   | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II                                           
|                                                   | Item 5. Market for Registrants Common Equity and Related Stockholder Matters                
|                                                   | Item 6. Selected Financial Data                                                              
|                                                   | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                   | Item 7a. Quantitative and Qualitative Disclosures About Market Risk                          
|                                                   | Item 8. Financial Statements and Supplementary Data                                          
|                                                   | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|                                                   | Item 9A. Controls and Procedures                                                             
|PART III                                          
|                                                   | Item 10. Directors and Executive Officers of the Registrant                                  
|                                                   | Item 11. Executive Compensation                                                              
|                                                   | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|                                                   | Item 13. Certain Relationships and Related Transactions                                      
|PART IV                                           
|                                                   | Item 14. Principal Accountant Fees and Services                                              
|                                                   | Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K                    
|SIGNATURES                                        
|REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
|CONSOLIDATED BALANCE SHEETS                       
|CONSOLIDATED STATEMENTS OF OPERATIONS             
|CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY   
|CONSOLIDATED STATEMENTS OF CASH FLOWS             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        
|SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS   
|EX-23.1 Consent of Grant Thornton LLP             
|EX-31.1 Certification of James W. Bracke          
|EX-31.2 Certification of Dennis J. Allingham      



---



##### Table of Contents






EXPLANATORY NOTE

This amendment to Form 10-K is being filed solely to correct certain
typographical errors and to conform inconsistent disclosures contained in the
original 10-K filing.







PART I

Item 1. Business

General

Lifecore Biomedical, Inc. (Lifecore or the Company) manufactures
biomaterials and medical devices for use in various surgical markets and
provides related specialized contract aseptic manufacturing services. The
Company operates two divisions, the Hyaluronan Division and the Oral
Restorative Division. Further information about Lifecore can be obtained from
Lifecores Internet website at www.lifecore.com, however, the contents of the
website are not intended to be a part of this Form 10-K and are not
incorporated by reference. The Company was incorporated in the State of
Minnesota in 1965. Lifecore makes available free of charge through its
Internet website the Companys Annual Report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the Exchange Act), as soon as reasonably practicable after it
electronically files such material with, or furnishes such material to, the
Securities and Exchange Commission.

The Companys Hyaluronan Division is principally involved in the
development and manufacture of products utilizing hyaluronan, a naturally
occurring polysaccharide that moisturizes or lubricates the soft tissues of the
body. The Hyaluronan Divisions primary clinical development project involves
expanding the use of Lifecores patented ferric hyaluronan adhesion prevention
technology. A current product, GYNECARE INTERGEL Adhesion Prevention Solution
(INTERGEL Solution) has been clinically proven to reduce the incidence of
tissue adhesions commonly formed as part of the bodys natural healing process
when tissues are subject to accidental or surgical trauma. These adhesions may
cause internal complications that often require costly re-operations,
particularly with respect to abdominal adhesions. Government sources recently
estimated the annual cost for treatment of adhesion complications in the female
pelvis alone at $1.6 billion in the United States. The Companys exclusive
worldwide marketing partner, GYNECARE, a division of ETHICON, INC. (ETHICON),
a Johnson & Johnson company, began marketing INTERGEL Solution outside the U.S.
in June 1998 for reducing the incidence of post-surgical adhesions. INTERGEL
Solution was approved by the FDA for the U.S. market in November 2001.
INTERGEL Solution was voluntarily withdrawn from the market by ETHICON in March
2003 in order to assess information obtained from postmarketing experience.
ETHICON is currently working with the Company to conduct the review of data
relating to the INTERGEL Solution postmarketing experience in furtherance of
the Companys desire to reintroduce the product to the market. From the
clinical analyses performed to date, the Company believes that there is no
clinical evidence of problems related directly to INTERGEL Solution.

In addition to the adhesion prevention market, the Companys hyaluronan is
used as a component in ophthalmic, orthopedic, and veterinary medical devices.
Lifecore continues to apply its hyaluronan manufacturing expertise toward the
pursuit of other medical applications based on hyaluronan as a primary
component. The Company leverages its hyaluronan manufacturing know-how to
provide specialized contract aseptic manufacturing services to selected
hyaluronan customers.

The Companys Oral Restorative Division develops and markets precision
surgical and prosthetic devices for the restoration of damaged or deteriorating
dentition and associated support tissues. The Companys titanium alloy dental
implants are permanently implanted in the jaw for tooth replacement therapy as
long-term support for crowns, bridges, and dentures.

The Oral Restorative Division also offers innovative bone regenerative
products for the repair of bone defects resulting from periodontal disease and
tooth loss. The Oral Restorative Division assists its dental surgery clients
by developing comprehensive continuing education curricula, as provided in the
Companys various Support Plus programs, to train restorative clinicians and
their auxiliary teams in the principles of tooth replacement therapy and
practice management. The Companys Increasing Case Acceptance Program offers
client personnel the marketing and selling skills training to foster higher
patient acceptance of dental implants. The Company recently introduced Support
Plus Overdentures, a program which teaches a step-by-step approach to obtain
predictable results for attachment retained overdenture implant restorations.

The Oral Restorative Divisions products are marketed in the U.S. through
the Companys direct sales force. Internationally, the Divisions products are
marketed through direct subsidiaries in Italy, Germany and Sweden, and through
23 national distributors covering 35 additional countries.

2



---



##### Table of Contents



Financial information regarding the Companys two business segments is
contained in Note H to the Companys Consolidated Financial Statements.

The following trademarks are the property of Lifecore:

LUROCOAT® Ophthalmic Solution; RESTORE® and SUSTAIN® Dental Implant
Systems; STAGE-1 Single Stage Implant System; Quick-Cap Impression System;
CAPSET® Calcium Sulfate Bone Graft Barrier; SlowSet; TefGen Regenerative
Membrane; and Support Plus.

The following trademarks are not the property of Lifecore:

GYNECARE INTERGEL Adhesion Prevention Solution, GYNECARE, and ETHICON,
INC., are registered trademarks of ETHICON, INC.; Viscoat® Ophthalmic
Viscoelastic Solution is a registered trademark of Alcon, Inc.; HY-50® is a
registered trademark of Bexco Pharma, Inc.; and DBX® Demineralized Bone Matrix
is a registered trademark of the Musculoskeletal Transplant Foundation.

Hyaluronan Division

Background

Hyaluronan is a naturally occurring polysaccharide component of many
tissues in the body and of physiological fluids that lubricate or otherwise
protect the bodys soft tissues. Due to its widespread presence in tissues,
critical role in normal physiology, and its high degree of biocompatibility,
the Company believes that hyaluronan will continue to be used for an increasing
variety of medical applications. The Company produces hyaluronan through a
proprietary fermentation process.

Hyaluronan was first demonstrated to have commercial medical utility as a
viscoelastic solution in cataract surgery. In this application, its use for
coating and lubricating tissues during the implantation of intraocular lenses
dramatically improved the existing surgical success rates. The first
ophthalmic hyaluronan product produced by extraction from rooster comb tissue
became commercially available in the United States in 1981. Hyaluronan-based
products, produced either by rooster comb extraction or by fermentation
processes such as the Companys, have since gained widespread acceptance in
ophthalmology and are currently used in the majority of cataract extraction
procedures in the world. The Companys hyaluronan is also used as the primary
raw material for making INTERGEL Solution; as an aseptic solution which is used
as a carrier vehicle for allogeneic demineralized, freeze-dried bone provided
to orthopedic surgeons; as a component of devices to treat the symptoms of
osteoarthritis; and as a component to provide increased lubricity to medical
devices. The Companys hyaluronan has been utilized in veterinary applications
such as an embryo cryopreservation media and as a veterinary drug to treat
traumatic arthritis.

Strategy

The Company intends to use its proprietary fermentation process to be a
leader in the development of hyaluronan-based products for multiple
applications. Elements of the Companys strategy include the following:

     Establish strategic alliances with market leaders.The Company will
continue to develop applications for products with partners who have strong
marketing, sales and distribution capabilities to end-user markets. The Company
currently has established relationships with the market leading ophthalmic
surgical products company Alcon, Inc., (Alcon) (formerly Alcon Laboratories,
an indirect subsidiary of Nestle S.A.); ETHICON; and Musculoskeletal Transplant
Foundation (MTF), the worlds largest bone tissue procurement and
distribution service.

     Expand medical applications for hyaluronan.The company is currently
pursuing expansion of adhesion prevention indications. Due to the growing
knowledge of the unique characteristics of hyaluronan and the role it plays in
normal physiology, the Company continues to identify and pursue further uses
for hyaluronan in other medical applications.

     Maintain flexibility in product development and supply relationships.
The Companys vertically integrated development and manufacturing capabilities
allow it to establish a variety of relationships with large corporate partners.
Lifecores role in these relationships extends from supplier of raw materials
to manufacturer of aseptically-packaged finished products. In addition, the
Company may develop its own proprietary products.

3



---



##### Table of Contents



Hyaluronan Division Products

The following chart summarizes the principal products of the Hyaluronan
Division, along with their applications and the companies with which Lifecore
has related strategic alliances:

|                                                                     |  |                                                                                                                                                                                               |  |                                                   |  |                                                                                                                                         
|-------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|PRODUCT                                                              |  | STRATEGIC ALLIANCE                                                                                                                                                                            |  | MARKET                                            |  | STATUS+                                                                                                                                 
|                                                                     |  |                                                                                                                                                                                               |  |                                                   |  |                                                                                                                                         
|GYNECOLOGICAL
SURGERY
GYNECARE INTERGEL
Adhesion Prevention
Solution |  | Lifecores
proprietary
product; ETHICON
has exclusive
worldwide marketing
rights for adhesion
prevention
applications                                                                         |  | Adhesion prevention                               |  | Commercial sales
for gynecological
applications began
in Europe in 1998
and in the U.S. in
2002. Voluntary
market withdrawal
March 2003.
|                                                                     |  |                                                                                                                                                                                               |  |                                                   |  |                                                                                                                                         
|OPHTHALMIC                                                           |  |                                                                                                                                                                                               |  |                                                   |  |                                                                                                                                         
|Viscoat® Ophthalmic
  Viscoelastic
Solution                          |  | Lifecore supplies
hyaluronan powder
for inclusion in
Alcons
viscoelastic
solution                                                                                                            |  | Cataract surgery                                  |  | Commercial sales
since 1986                                                                                                             
|                                                                     |  |                                                                                                                                                                                               |  |                                                   |  |                                                                                                                                         
|LUROCOAT®
Ophthalmic Viscoelastic Solution                           |  | Lifecore supplies
its product for
marketing on a
non-exclusive basis
outside the U.S.                                                                                                         |  | Cataract surgery                                  |  | Lifecore export
shipments commenced
in June 1997                                                                                        
|                                                                     |  |                                                                                                                                                                                               |  |                                                   |  |                                                                                                                                         
|OTHER APPLICATIONS                                                   |  |                                                                                                                                                                                               |  |                                                   |  |                                                                                                                                         
|                                                                     |  |                                                                                                                                                                                               |  |                                                   |  |                                                                                                                                         
|HY-50®                                                               |  | Lifecore supplies
syringes of
hyaluronan-based
solution to Bexco
Pharma, Inc for use
as a veterinary
orthopedic
injectible drug                                                               |  | Veterinary drug                                   |  | Commercial sales
since 1993                                                                                                             
|                                                                     |  |                                                                                                                                                                                               |  |                                                   |  |                                                                                                                                         
|Hyaluronan Solution
for DBX                                          |  | Lifecore supplies
an aseptic solution
containing
hyaluronan to
Musculoskeletal
Transplant
Foundation (MTF)
for use as a
carrier vehicle for
its allogeneic
demineralized,
freeze-dried bone |  | Grafting material
for restoration of
bone defects |  | Commercial sales
since 2000                                                                                                             

+     For many of the products listed above, government regulatory approvals are
required before commercial sales can commence in the United States or
elsewhere. See Government Regulation. No assurance can be given that such
products will be successfully approved in new markets

Adhesion Prevention Opportunities with ETHICON

The Company has developed a product using a version of its patented ferric
hyaluronan technology, INTERGEL Solution, for reducing the incidence of
post-surgical adhesions. ETHICON has worldwide, exclusive distribution rights
for INTERGEL Solution.

Following surgical procedures, tissue adhesions commonly form as part of
the bodys natural healing process resulting from trauma to tissues or organs
during surgery. Particularly with respect to abdominal, cardiovascular,
gynecological, orthopedic, reproductive and thoracic surgeries, these adhesions
may cause internal complications that require costly additional surgical
intervention. For example, adhesions following gynecological surgery can cause
infertility, life threatening bowel obstructions and can complicate subsequent
surgical interventions. The Company believes that successful penetration of
this market requires a product with broad effectiveness, low toxicity, easy
application, high procedural flexibility, and appropriate pricing.

4



---



##### Table of Contents



INTERGEL Solution is a sterile, nonpyrogenic, amber colored, viscous
solution of ferric hyaluronan (sodium hyaluronan, which has been ionically
coordinated with ferric ions), that provides a transient coating on peritoneal
surfaces following surgical procedures. INTERGEL Solution is packaged in a 300
ml low density polyethylene bellows bottle, which is provided in a sterile
thermoformed tray sealed with a Tyvek® lid. When stored at controlled
temperature (2-30° C) the product has a stable shelf life of 24 months.

The safety and effectiveness of INTERGEL Solution has been established in
patients undergoing class I, non-oncologic, pelvic gynecologic laparotomy. The
safety and effectiveness has not been established in patients undergoing
laparoscopy procedures. In order to maximize the market potential of the
product it is the Companys intention to pursue and demonstrate clinical safety
and efficacy in patients undergoing laparoscopy procedures. No assurance can
be given that the product trials will be successful and that the required
regulatory approvals will be granted. Failure to achieve laparoscopic approval
of the product in the U.S. could have a material adverse effect on future
prospects for the Companys operations. See Government Regulation. Outside
the U.S., INTERGEL Solution has been approved in 28 countries for the
prevention of post-surgical adhesions.

The composition and use of ferric hyaluronan technology in adhesion
reduction applications is described in U.S. Patent No. 5,532,221 (SEE Patents
and Proprietary Rights). The Company has a Conveyance, License, Development
and Supply Agreement with ETHICON related to those proprietary rights that
extends through 2008 with provisions for renewal.

ETHICON began marketing INTEGEL Solution outside the U.S. in June 1998.
The Company received FDA approval to market INTERGEL Solution in the United
States in November 2001 and ETHICON began marketing it in the U.S. during the
first calendar quarter of 2002. INTERGEL Solution was voluntarily withdrawn
from the market by ETHICON in March 2003 in order to complete an assessment of
information obtained during postmarketing experience with the product,
including allegations of adverse events associated with off-label use in
non-conservative surgical procedures (such as hysterectomies). The Company is
working with ETHICON to return the product to market. Failure to achieve
significant sales of the product could have a material adverse effect on future
prospects for the Companys operations.

Ophthalmic Applications

Cataract Surgery.Currently, a primary commercial application for the
Companys hyaluronan is in cataract surgery. Hyaluronan, in the form of a
viscoelastic solution, is used to maintain a deep chamber during anterior
segment surgeries (including cataract extraction and intraocular lens
implantation) and to protect the corneal endothelium and other ocular tissue.
These solutions have been shown to reduce surgical trauma and thereby
contribute to more rapid recovery with fewer complications than were
experienced prior to the use of viscoelastics. The Company currently sells
hyaluronan for this application to Alcon, the leading producer of ophthalmic
surgical products in the world, for inclusion in Viscoat® Ophthalmic
Viscoelastic Solution. The Company also has agreements to supply its hyaluronan
based LUROCOAT Solution under private label outside the United States and
Canada.

The Companys relationship with Alcon and its predecessors commenced in
1983, when the Companys hyaluronan was specified as a raw material component
of Viscoat Solution, which received marketing clearance from the FDA in 1986.
Until 1990, Alcons predecessors had the exclusive rights to purchase the
Companys hyaluronan for ophthalmic applications. In 1990, the arrangement
with Alcon became non-exclusive. Since that time, sales of hyaluronan to Alcon
have continued to be made pursuant to supply agreements. The current Alcon
supply agreement, as renewed in December 2002, is for a term of two years
through December 31, 2004. See Managements Discussion and Analysis of
Financial Condition and Results of Operations.

Hyaluronan-based products are used in the majority of cataract surgeries
in the world. The Company estimates that the worldwide market for hyaluronan
for cataract surgery, on a hospital cost basis, is approximately $140 million
per year.

The Company has developed its own viscoelastic solution, LUROCOAT
Solution. The Company received CE marking for LUROCOAT Solution during 1997
allowing LUROCOAT Solution to be marketed and sold in Europe. The Company
supplies LUROCOAT Solution outside the United States. Export shipments of
LUROCOAT Solution began in 1997.

Lifecore estimates that its hyaluronan has been used in approximately 26
million ophthalmic patients globally since 1983.

5



---



##### Table of Contents



Other Applications

The Company supplies an aseptic hyaluronan solution to BioCon, the
not-for-profit controlling affiliate of the Musculoskeletal Transplant
Foundation (MTF), which utilizes the solution as a carrier vehicle for its
allogeneic demineralized, freeze-dried bone in a final putty composition
trademarked as DBX® Demineralized Bone Matrix. This bone putty is provided
by MTF to orthopedic surgeons through MTFs distribution channels. The Company
extended its supply agreement with MTF through December 2009.

The Company manufactures Bexco Pharma, Inc.s HY-50® product, an
aseptically packaged hyaluronan solution for use as a veterinary orthopedic
injectible drug, under a supply agreement expiring July 11, 2005. Bexco
Pharma, Inc. has the option to renew the agreement for an additional two years
with the same terms and conditions as the original agreement.

Lifecore estimates that its veterinary hyaluronan product has been used in
500,000 equine procedures worldwide.

The Hyaluronan Division undertakes its own product development activities
for hyaluronan-based applications, as well as on a contract basis with certain
clients. The majority of outside projects are initiated by a client to
demonstrate that the Companys hyaluronan is suitable for a particular medical
application. Suitability is often measured by detailed specifications for
product characteristics such as purity, stability, viscosity, and molecular
weight, as well as efficacy for a particular medical application.

There can be no assurance that products currently under development by the
Company or in a partnership with others will be successfully developed or, if
so developed, will be successfully and profitably marketed.

Oral Restorative Division

Background

Dental implants are increasingly accepted as a replacement for missing or
extracted teeth and serve as supports for dentures, crowns and bridges. In
comparison to conventional restorative procedures, dental implants are
surgically placed in the jawbone, simulating the anchoring of a tooth by its
root. The implant maintains underlying bone structure and provides superior
fixation of restorations, minimizing loosening of fixtures against surrounding
teeth and gingiva. The titanium cylinder or screw-shaped implant is
categorized by shape and method of implantation. For example, the threaded
cylinder implant is screwed into the jawbone, while an alternate form, the
press-fit cylinder, is placed into a precision-drilled hole with a friction
fit. To further enhance bone fixation, various implant styles may be roughened
to create added surface area for bone-to-implant contact or coated with
materials such as hydroxylapatite. The Company believes the annual worldwide
dental implant market will exceed $1 billion in 2004.

Bone graft substitutes and bone regeneration membranes are used for the
restoration of deteriorated bone caused by periodontal disease and tooth loss.
Historically, autologous bone (self-donated from another part of the patients
own body) has been used to treat and regenerate deteriorated bone. Cadaver,
synthetic and animal-derived bone graft substitutes emerged to address the
issues of limited quantity and second surgical site morbidity associated with
use of autologous bone. The current annual U.S. market for synthetic and
animal-derived bone substitute products exceeds $35 million. In May 2000, the
Company entered into a representation agreement with the Musculoskeletal
Transplant Foundation to solicit orders for its MTF® Bone Allograft Tissue for
a representation fee. In May 2002, the Company and MTF mutually terminated
this agreement to allow the Company to focus its resources on its own product
line.

The addition of supplemental bone regeneration barrier membranes has
expanded the U.S. dental bone regeneration market to approximately $70
million. The Companys TefGen Regenerative Membrane and CAPSET® Calcium
Sulfate Bone Graft Barrier products address this market opportunity.

Lifecore estimates that its oral restorative products have been used in
over 500,000 dental procedures worldwide.

6



---



##### Table of Contents



Strategy

The Company is committed to providing the dental community with
comprehensive treatment solutions and practice-building support through:



| |  |  | Development or acquisition of a broad line of dental implants and related dental surgery support products that
facilitate the transition from competitive systems to the Lifecore system.                                                                                                                       
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Development and delivery of unique educational programs and materials aimed at restorative clinicians and their
auxiliary teams in the principles of tooth replacement therapy, practice management techniques and marketing and selling skills
training to foster higher patient acceptance of dental implants.
|
| |  |  | Expansion in international markets through either direct selling efforts or additional distribution agreements.                                                                                                                                                                                                 

Oral Restorative Division Products

The following chart summarizes the principal products of the Companys Oral Restorative Division:

|                                                                       |  |                                                                                                                                                           |  |                 
|---------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------
|PRODUCT                                                                |  | BENEFIT / APPLICATION                                                                                                                                     |  | STATUS          
|                                                                       |  |                                                                                                                                                           |  |                 
|RESTORE® External Hex Dental
Implant Systems                           |  | Time proven external
hex implants with
industry leading
prosthetic fit and
familiar
surgical/restorative
procedures                                       |  | Commercial sales
|                                                                       |  |                                                                                                                                                           |  |                 
|STAGE-1 Single Stage Implant
System                                   |  | Provides the
timesaving benefits
of a one stage
surgical procedure
with the restorative
simplicity and
reliability of a
Morse taper
prosthetic connection |  | Commercial sales
|                                                                       |  |                                                                                                                                                           |  |                 
|Quick-Cap Impression System                                           |  | Increases the ease
and efficiency of the
implant restoration
process                                                                                      |  | Commercial sales
|                                                                       |  |                                                                                                                                                           |  |                 
|CAPSET® Calcium Sulfate Bone
Graft Barrier, including
SlowSet Version |  | For use with natural
and synthetic bone
graft materials as a
resorbable barrier
cap and/or binding
agent                                                  |  | Commercial sales
|                                                                       |  |                                                                                                                                                           |  |                 
|TefGen Regenerative Membrane                                          |  | Non-resorbable
membrane for
assisting the
regeneration of bone
defects                                                                                    |  | Commercial sales

Implant Products

The RESTORE System is based on a classic threaded titanium implant design
that pioneered the commercialization of these devices in general oral
restorative surgery. In July 1993, the Company acquired this implant design in
connection with its acquisition of Implant Support Systems, Inc. (ISS), a
manufacturer of dental implant products. The Company has since enhanced and
expanded the original ISS line into a broad range of implant options. The
Company now markets its line of external hex implants, prosthetics and
associated instrumentation under the RESTORE System name.

The SUSTAIN System is based on a design that embraces both threaded and
press-fit cylinder formats with added bone-like hydroxylapatite (HA). In
May 1992, the Company acquired the basic SUSTAIN System from Bio-Interfaces,
Inc. after serving as an exclusive distributor for the SUSTAIN System since
1990. SUSTAIN HA-Coated Dental Implants are now marketed under the RESTORE
System name.

7



---



##### Table of Contents



The STAGE-1 Single Stage Implant System was designed by the Company to
allow for a one-stage surgical procedure. The STAGE-1 Implant design allows
placement in a single surgical procedure that reduces treatment time. The
systems reliable Morse taper prosthetic connection simplifies restorative
procedures for the dentist. Commercial sales began in September 1999. In
March 2001, the Company added the RBM STAGE-1 Single Stage Implant System to
this line.

The Quick-Cap Impression System was added to the STAGE-1 Single Stage
line in March 2002. This system greatly improves the restorative dentists
ease and accuracy of impressioning for subsequent laboratory construction of
the final crown, bridge or denture.

In fiscal 2003, new STAGE-1 introductions included 5.5 and 6.3mm wide
diameter implants, 3.3mm small diameter implants and the Custom Prep Abutment
for cement-retained implant restorations.

Lifecore has enhanced and expanded its product lines, creating numerous
new products with a combination of innovative features from its existing
systems. This gives the Company a broad product line which offers practitioners
maximum flexibility in choice of treatment modalities and several innovations
that enhance ease-of-use by the clinician. Additionally, the Oral Restorative
Division assists its dental surgery clients by developing comprehensive
continuing education curricula, as provided in the Companys various Support
Plus programs, to train restorative clinicians and their auxiliary teams in
the principles of tooth replacement therapy and practice management. The
Companys Increasing Case Acceptance Program offers client personnel the
marketing and selling skills training to foster higher patient acceptance of
dental implants. The Company recently introduced Support Plus Overdentures, a
program that teaches a step-by-step approach to obtain predictable and
profitable results for attachment retained overdenture implant restorations.

Bone Regeneration Products

The Company offers products that address various bone and tissue
regeneration procedures.

CAPSET® Calcium Sulfate Bone Graft Barrier received 510(k) clearance and
was introduced to the market in 1995. CAPSET SlowSet Barrier was introduced
in July 1999. These products are based on a proprietary medical grade calcium
sulfate technology developed by and licensed from Wright Medical, Inc., an
orthopedic product manufacturer based in Memphis, Tennessee. CAPSET Barrier and
CAPSET SlowSet Barriers provide guided bone regeneration containment barriers
to prevent migration of bone graft materials used to fill oral bone defects.
510(k) clearance was received in 1996 to market the calcium sulfate powder in
the Capset package reserve cup for use as a binder for bone graft materials.
This addition markedly improves the handling properties of various types of
bone graft materials and also enhances the bone regeneration process.

TefGen Regenerative Membrane technology was acquired by the Company from
Bridger Biomed, Inc. in May 1997. This non-resorbable membrane is based on
nanoporous PTFE Biomaterials(nPTFE); competitive with the markets leading
product produced by W.L. Gore. A TefGen Regenerative Membrane allows the
dental surgeon to cover treated defect in bone to prevent the invasion of
unwanted soft tissue while the slower growing bone tissue underneath the
membrane regenerates.

Product Development

The Oral Restorative Division is also involved in product development
activities to improve existing components and packaging and to add new
components to the dental implant systems. These development activities enhance
the suitability and ease-of-use of the products for specific surgical
applications and reflect changing trends in dental implant technology. There
can be no assurance, however, that products which are currently under
development by the Company will be successfully developed, or if so developed,
will be successfully and profitably marketed.

8



---



##### Table of Contents



Sales and Marketing

Hyaluronan Division Products

The Company generally markets and distributes its hyaluronan products to
end-users through corporate partners. The Company sells hyaluronan to these
partners in a variety of forms, including powders, gels and solutions packaged
in bulk or single-application units. The Company sells its ophthalmic grade
hyaluronan powder to Alcon for Viscoat solution.

The Company has an agreement with ETHICON for exclusive distribution of
INTERGEL Solution. The Company believes that ETHICON is the worldwide market
leader in the area of surgical products and has one of the largest marketing
and sales forces in the industry. No assurance can be given that ETHICON will
choose to re-launch INTERGEL Solution to the market. Further, there is no
assurance that if ETHICON does re-launch INTERGEL Solution, that the market
will accept a product that has been previously withdrawn.

The Company also sells various forms of medical grade hyaluronan directly
to academic and corporate research customers for development and evaluation of
new applications.

Oral Restorative Division Products

The Company is focused on expanding its oral restorative product line and
developing increased sales and marketing support. The dental implant market is
highly specialized. Products are marketed to oral surgeons, periodontists,
implantologists, prosthodontists, general dental practitioners and dental
laboratories. Accordingly, management believes it must maintain a highly
experienced direct sales force in the United States for proper distribution of
these products. The Company believes that its sales force offers better
customer service, technical support and regulatory control than could be
achieved through an independent distributor network in the United States. The
Company employs 24 individuals dedicated to sales in the United States and 4
U.S.-based salespersons dedicated to international sales. The Oral Restorative
Division products are marketed internationally in 35 countries through 23
distributors and in Italy through its subsidiary, Lifecore Biomedical SpA, in
Germany through its subsidiary, Lifecore Biomedical GmbH, and in Scandinavia
through its subsidiary, Lifecore Biomedical AB.

The Companys marketing activities are designed to support its direct
sales force and include advertising and product publicity in trade journals,
direct mail catalogs, newsletters, continuing education programs,
telemarketing, and attendance at trade shows and professional association
meetings. Industry estimates indicate a need for replacement of approximately
100 million teeth in the adult population of the United States. That
represents a potential implants and accessories market of approximately $20
billion compared to the actual current U.S. market size of approximately $400
million.

Manufacturing

The commercial production of hyaluronan by the Company requires
fermentation, separation and purification capabilities, and aseptic packaging
of product in a variety of bulk and single dose configurations. In addition,
the production of the INTERGEL Solution requires high volume precision mixing
of viscous fluids.

The Company produces its hyaluronan through a proprietary fermentation
process. Until the introduction of the Companys medical grade hyaluronan, the
only commercial source for medical hyaluronan was through an animal rendering
process of extraction from rooster combs. The Company believed that the rooster
comb extraction method would not be capable of producing large quantities of
hyaluronan in an efficient manner if demand for the use of medical grade
hyaluronan greatly increased. In addition, changing regulatory requirements
make medical use of animal extracts increasingly problematic. Consequently,
the Company developed its proprietary fermentation process for hyaluronan using
existing knowledge of other successful fermentation manufacturing processes.
The Company believes that the fermentation manufacturing approach is superior
to rooster comb extraction because of greater efficiency, flexibility, a more
favorable long-term regulatory environment, and better economies of scale in
producing large commercial quantities.

9



---



##### Table of Contents



The Companys 110,000 square foot facility is used primarily for the
proprietary hyaluronan manufacturing process and the formulation of INTERGEL
Solution. From January 2000 through December 2001, the Company reduced its
manufacturing levels pending Pre-Market Approval from the FDA to market
INTERGEL Solution in the United States. As a result of this decreased
manufacturing activity, unused manufacturing capacity charges negatively
affected the Companys profitability. The FDA completed a pre-approval site
inspection of the Companys INTERGEL Solution manufacturing operations allowing
release of product in the U.S. after approval. The Company believes that the
current inventory on-hand, together with its manufacturing capacity, will be
sufficient to allow it to meet the needs of its current customers for the
foreseeable future.

The Company provides versatility in the simultaneous manufacturing of
various types of finished products. Currently, the Company supplies several
different forms of hyaluronan (e.g., varied molecular weight fractions) in
powders, solutions and gels, and in a variety of bulk and single-use finished
packages. The Hyaluronan Division is continuously conducting development work
relating to the techniques utilized in hyaluronan manufacturing. Such
development activity is designed to improve production efficiencies and expand
the Companys capabilities to achieve a wider range of hyaluronan product
specifications in order to address the broadening opportunities for using
hyaluronan in medical applications.

The Companys facility was designed to meet applicable regulatory
requirements and has been cleared for the manufacture of both device and
pharmaceutical products. The FDA periodically inspects the Companys
manufacturing systems, and requires conformance to the FDAs Quality Systems
Regulations (QSR). In addition, the Companys corporate partners conduct
intensive regulatory audits of the facilities. The Company also periodically
contracts with independent regulatory consultants to conduct audits of the
Companys operations. The Company has received certification of conformance to
ISO 9001 Quality Assurance System , ISO 13485 and EN 46001 Medical Device
Standards as per the Medical Device Directive, 93/42/EEC, as well as the
Conformite Europeene(CE) Mark for our products from TUV Product Services of
Munich, Germany. These approvals represent international symbols of quality
system assurance and compliance with applicable European Medical Device
Directives, which greatly assist in the marketing of the Companys products in
the European Union.

The Company uses outside metal finishing vendors to produce its dental
implant devices and related components. The Company inspects vendors quality
assurance and control functions, and performs its own finished packaging
related to the implant product lines.

The Company purchases raw materials for its production of hyaluronan and
calcium sulfate-based products from outside vendors. While these materials are
available from a variety of sources, the Company principally uses limited
sources for some of its key materials to better monitor quality and achieve
cost efficiencies. Wright Medical, Inc. exclusively supplies the key raw
material for CAPSET Barrier. The Company believes Wright Medical is able to
provide adequate amounts of the raw materials for CAPSET Barrier. The Company
utilizes a supply agreement with Bridger Biomed, Inc. to supply the TefGen
Regenerative Membrane product line.

Competition

The competitors of the Company include major chemical, dental, medical,
and pharmaceutical companies, as well as smaller specialized firms. Many of
these companies have significantly greater financial, manufacturing, marketing
and research and development resources than the Company.

Hyaluronan Products

A number of companies produce hyaluronan products and thus directly or
indirectly compete with Lifecore or its corporate partners. Several companies
are pursuing anti-adhesion product development, including, but not limited to,
Alliance Pharmaceuticals, Inc., Angiotech Pharmaceuticals, Inc., Anika
Therapeutics, Inc., Confluent Surgical, ETHICON, Fidia SpA, FzioMed, Genzyme
Corporation, Life Medical Sciences, M.L. Labs, W.L. Gore & Associates, Inc. and
Wright Medical Group, Inc. If any or all of the competing products are
successfully developed, obtain regulatory approval and commercial acceptance,
the Companys prospects for INTERGEL Solution may be adversely affected.

10



---



##### Table of Contents



Several companies produce hyaluronan through a fermentation process,
including Genzyme, Bio-Technology General Corporation, Fidia SpA, IOLTECH,
Kyowa Hakko, Kibun and Bayer. In addition, several companies manufacture
hyaluronan by using rooster comb extraction methods. These companies primarily
include Anika Therapeutics, Inc., Genzyme, Inc., Fidia SpA, Pharmacia and
Kibun. The Company believes that its patented fermentation process may offer
production and regulatory advantages over the traditional rooster comb
extraction method. The Companys competitors have filed or obtained patents
covering aspects of fermentation production or uses of hyaluronan. These
patents may cover the same applications as the Companys. Although there can
be no assurance, the Company believes that it does not infringe the patents of
its competitors. See Patents and Proprietary Rights.

The Company believes that competition in the ophthalmic and medical grade
hyaluronan market is primarily based on product performance and manufacturing
capacity, as well as product development capabilities. Future competition may
be based on the existence of established supply relationships, regulatory
approvals, intellectual property, and product price. After a manufacturer has
taken a product through the FDA marketing approval process, a change in
suppliers can involve significant cost and delay because significant
manufacturing issues may be encountered and supplemental FDA review may be
required.

Oral Restorative Products

The dental implant market is also highly competitive. Major market
competitors include Biomet, Inc., Centerpulse Dental, Dentsply International,
Inc., Nobel Biocare AB and Straumann AG. A number of these competitors are
established companies with dominant market shares. The Company believes that
competition in the dental implant market is based primarily on product
performance and quality, strong sales support, and education.

The Company believes that its broad product line facilitates the
conversion of competitive implant users to a Lifecore system. In addition, the
Company has developed several innovative education and marketing support
programs which are designed to increase the clients implant business. The
Company believes it has established a strong reputation for quality products
due to its stringent design and inspection criteria. No assurance can be
given, however, that the Company can effectively compete with other
manufacturers of dental implant systems.

The market for the Companys tissue regeneration products is also
competitive. The major competitors include Biomet, Inc., Dentsply
International, Inc., Geistlich, W. L. Gore (GORE-TEX), and Centerpulse Dental
(Biomend). While the Company believes its product line and experienced sales
representation are an advantage in this area, no assurance can be given that it
can gain significant market share from its more established competitors.

Patents and Proprietary Rights

The Company pursues a policy of obtaining patent protection for patentable
subject matter in its proprietary technology. In May 1985, the Company received
a United States patent covering certain aspects of its hyaluronan fermentation
process. In August 1994, in connection with the ETHICON Agreement, the Company
was assigned a pending patent covering the composition and use of INTERGEL
Solution, with applications filed in the United States, Australia, Brazil,
Canada, Europe, Greece, and Japan. Subsequently, the patent has been issued in
Australia, Canada, Greece, Japan, and the United States. The Company licenses
two patents covering the dental surgical use of calcium sulfate from Wright
Medical, Inc. The Company also licenses patented technology used in the
production of calcium sulfate from Wright Medical and the University of North
Carolina. In conjunction with the purchase of the TefGen Regenerative Membrane
product line, the Company obtained the rights to the patent for composition,
manufacture and use of the nPTFE material. The Company has received a patent
on its dental implant packaging and a patent on a self-tapping dental implant
design.

The Company believes that patent protection is significant to its
business. However, if other manufacturers were to infringe on its patents,
there can be no assurance that the Company would be successful in challenging,
or would have adequate resources to challenge, such infringement. The Company
also relies upon trade secrets, proprietary know-how and continuing
technological innovation to develop and maintain its competitive position.
There can be no assurance that others will not obtain or independently develop
technologies which are the same as or similar to the Companys technologies.
The Company pursues a policy of requiring employees, temporary staff,
consultants and customers (which have access to some of its proprietary
information) to sign confidentiality agreements. There can be no assurance
that the Company will be able to adequately protect its proprietary technology
through patents or other means.

11



---



##### Table of Contents



The Company is aware that one or more of its competitors have obtained, or
are attempting to obtain, patents covering fermentation and other processes for
producing hyaluronan. Other patents have been, or may be, issued in the future
in product areas of interest to the Company. Although the Company is not aware
of any claims that its current or anticipated products infringe on patents held
by others, no assurance can be given that there will not be an infringement
claim against the Company in the future. The costs of any Company involvement
in legal proceedings could be substantial, both in terms of legal costs and the
time spent by management of the Company in connection with such proceedings.
It is also possible that the Company, to manufacture and market some of its
products, may be required to obtain additional licenses, which may require the
payment of initial fees, minimum annual royalty fees and ongoing royalties on
net sales. There can be no assurance that the Company would be able to license
technology developed by others, on favorable terms or at all, that may be
necessary for the manufacture and marketing of its products.

Government Regulation

Government regulation in the United States and other countries is a
significant factor in the marketing of the Companys products and in the
Companys ongoing research and development activities. The Companys products
are subject to extensive and rigorous regulation by the FDA, which regulates
the products as medical devices and which, in some cases, requires Pre-Market
Approval, or PMA, and by foreign countries, which regulate the products as
medical devices or drugs. Under the Federal Food, Drug, and Cosmetic Act (FDC
Act), the FDA regulates clinical testing, manufacturing, labeling,
distribution, sale, and promotion of medical devices in the United States.

Following the enactment of the Medical Device Amendments of 1976 to the
FDC Act, the FDA classified medical devices in commercial distribution at the
time of enactment (old devices) into one of three classes
- Class I, II, or
III. T his classification is based on the controls necessary to reasonably
ensure the safety and effectiveness of medical devices. Class I devices are
those whose safety and effectiveness can reasonably be ensured through general
controls, such as labeling, premarket notification (the 510(k) Notification),
and adherence to FDA-mandated current QSR requirements for devices. Class II
devices are those whose safety and effectiveness can reasonably be ensured
through the use of special controls, such as performance standards, post-market
surveillance, patient registries, and FDA guidelines. Class III devices are
devices that must receive a PMA from the FDA to ensure their safety and
effectiveness. Ordinarily, a PMA requires the performance of at least two
independent, statistically significant clinical trials that demonstrate the
devices safety and effectiveness. Class III devices are generally
life-sustaining, life-supporting, or implantable devices, and also include most
devices that were not on the market before May 28, 1976 (new devices) and for
which the FDA has not made a finding of substantial equivalence based upon a
510(k) Notification. An old Class III device does not require a PMA unless and
until the FDA issues regulation requiring submission of a PMA application for
the device.

The FDA invariably requires clinical data for a PMA application and has
the authority to require such data for a 510(k) Notification. If clinical data
is necessary, the manufacturer or distributor is ordinarily required to obtain
an IDE authorizing the conduct of human studies. Once in effect, an IDE
permits evaluation of devices under controlled clinical conditions. After a
clinical evaluation process, the resulting data may be included in a PMA
application or a 510(k) Notification. The PMA may be approved, or the 510(k)
Notification cleared by the FDA, only after a review process that may include
requests for additional data, sometimes requiring further studies.

If a manufacturer or distributor of medical devices can establish to the
FDAs satisfaction that a new device is substantially equivalent to what is
called a predicate device, i.e., a legally marketed Class I or Class II
medical device or a legally marketed Class III device for which the FDA has not
required a PMA, the manufacturer or distributor may market the new device. In
the 510(k) Notification, a manufacturer or distributor makes a claim of
substantial equivalence, which the FDA may require to be supported by various
types of information, including data from clinical studies, showing that the
new device is as safe and effective for its intended use as the predicate
device.

Following submission of the 510(k) Notification, the manufacturer or
distributor may not place the new device into commercial distribution until an
order is issued by the FDA finding the new device to be substantially
equivalent. The FDA has a 90 day period in which to respond to a 510(k)
Notification. Dependent on the specific submission and subsequent agency
requirements, the 510(k) Notification process can take significantly longer to
complete. The FDA may agree with the manufacturer or distributor that the new
device is substantially equivalent to a predicate device and allow the new
device to be marketed in the United States. The FDA may, however, determine
that the new device is not substantially equivalent and require the
manufacturer or distributor to submit a PMA or require further information,
such as additional test data, including data from clinical studies, before it
is able to make a determination regarding substantial equivalence. Although
the PMA process is significantly more complex, time-consuming, and expensive
than the 510(k) Notification process, the latter process can also be expensive
and substantially delay the market introduction of a product.

12



---



##### Table of Contents



Hyaluronan products are generally Class III devices. In cases where the
Company is supplying hyaluronan to a corporate partner as a raw material or
producing a finished product under a license for the partner, the corporate
partner will be responsible for obtaining the appropriate FDA clearance or
approval. Export of the Companys hyaluronan products generally requires
approval of the importing country.

The Companys TefGen Regenerative Membrane product line is a Class II
device. CAPSET Barrier has received market clearance through a 510(k)
Notification but is unclassified.

Other regulatory requirements are placed on a medical devices manufacture
and the quality control procedures in place, such as the FDAs device QSR
regulations. Manufacturing facilities are subject to periodic inspections by
the FDA to ensure compliance with device QSR requirements. The Companys
facility is subject to inspections as both a device and a drug manufacturing
operation. Other applicable FDA requirements include the medical device
reporting regulation, which requires that the Company provide information to
the FDA on deaths or serious injuries alleged to have been associated with the
use of its devices, as well as product malfunctions that would likely cause or
contribute to death or serious injury if the malfunction were to recur.

If the Company is not in compliance with FDA requirements, the FDA or the
federal government can order a recall, detain the Companys devices, withdraw
or limit 510(k) Notification clearances or PMA approvals, institute proceedings
to seize the Companys devices, prohibit marketing and sales of the Companys
devices, and assess civil money penalties and impose criminal sanctions against
the Company, its officers, or its employees.

There can be no assurance that any of the Companys clinical studies will
show safety or effectiveness; that 510(k) Notifications or PMA applications
will be submitted or, if submitted, accepted for filing; that any of the
Companys products that require clearance of a 510(k) Notification or approval
of a PMA application will obtain such clearance or approval on a timely basis,
on terms acceptable to the Company for the purpose of actually marketing the
products, or at all; or that following any such clearance or approval
previously unknown problems will not result in restrictions on the marketing of
the products or withdrawal of clearance or approval.

Product Liability

Product liability claims may be asserted with respect to the Companys
products. In addition, the Company may be subject to product liability claims
for the products of its customers that incorporate Lifecores materials. The
Company maintains product liability insurance coverage in amounts the Company
deems to be adequate. Lifecore Biomedical SpA and Lifecore GmbH also carry
product liability insurance. There can be no assurance that the Company will
have sufficient resources to satisfy product claims if they exceed available
insurance coverage.

Employees

As of August 29, 2003 the Company employed 208 persons on a full-time
basis, 6 part-time employees and 3 temporary employees. None of the Companys
employees is represented by a labor organization, and the Company has never
experienced a work stoppage or interruption due to labor disputes. Management
believes its relations with employees are good.

Executive Officers of the Registrant

Executive Officers

The following sets forth the names of the executive officers of Lifecore,
in addition to information about their positions with Lifecore, their periods
of service in such capacities, and their business experience for at least the
past five years. There are no family relationships among them. All executive
officers named are elected or appointed by the Board of Directors for a term of
office from the time of election or appointment until the next annual meeting
of directors (held following the annual meeting of shareholders) and until
their respective successors are elected and have qualified.

James W. Bracke, Ph.D.Dr. Bracke has been President and Chief Executive
Officer and a director of the Company since August 1983 and Secretary since
March 1995. He joined the Company in February 1981 as Senior Research
Scientist.

13



---



##### Table of Contents



Dennis J. Allingham.Mr. Allingham was appointed Executive Vice President
of the Company in November 1997. He has been Chief Financial Officer of the
Company since January 1996. Mr. Allingham has also been General Manager of the
Hyaluronan Division since November 1996 and General Manager of the Oral
Restorative Division since November 1997.

Andre P. Decarie. Mr. Decarie joined the Company as Vice President of
Sales and Marketing  ORD in January 2001. Prior to joining the Company, Mr.
Decarie was Vice President, Business Development for Avitar, Inc., a
manufacturer of specialized wound dressings, from 1999 to December 2000. From
1998 to 1999, Mr. Decarie was Vice President, Business Development for Tremont
Medical, Inc., a medical electronics company. From 1993 to 1998, Mr. Decarie
was Senior Vice President with Integra LifeSciences Corporation, a medical
products company.

Colleen M. Olson.Ms. Olson has been Vice President of Corporate
Administrative Operations of the Company since May 1991. She has been involved
in the administration operations of the Company since 1980.




Item 2. Properties

The Companys operations are all conducted in its 110,000 square foot
building in Chaska, Minnesota. The Company completed an expansion of its
facility during fiscal 1998. The Company leases local office space for its
three foreign subsidiaries.




Item 3. Legal Proceedings

In March 2000, the Company was served with a lawsuit in the Federal
District Court for the District of Massachusetts by The Straumann Company
alleging unfair competition and trade dress infringement surrounding the
Companys STAGE-1 Single Stage Implant System. In February 2002 and August
2003, the Federal District Court granted the Companys motions for summary
judgement ruling in the Companys favor that features of the Straumann implant
were functional as a matter of law.

On August 25, 2003, Lifecore was served with a lawsuit in the Federal
District Court for the district of California by Renee Contratto. The
complaint alleges several claims against all defendants arising from Ms.
Contrattos claim that she was injured by INTERGEL Solution. Lifecore
manufactures INTERGEL Solution under contract with ETHICON. Lifecore believes
that its contract with ETHICON obligates ETHICON to indemnify and hold Lifecore
harmless from Ms. Contrattos claims, and has tendered defense of the matter to
ETHICON.




Item 4. Submission of Matters to a Vote of Security Holders

Not Applicable.

14



---



##### Table of Contents






PART II




Item 5. Market for Registrants Common Equity and Related Stockholder Matters

The Companys Common Stock is traded on the Nasdaq National Market under
the symbol LCBM. The following table sets forth for each quarter of fiscal 2003
and 2002 the range of high and low closing sale prices of the Common Stock on
the Nasdaq National Market.

|            |                |     |   |      |  |  |   |       | 
|----------- | -------------- | --- | - | ---- |  |  | - | ----- | 
|Fiscal year |                | Low |   | High
|            |                |     |   |     
|2003        |                |     |   |      |  |  |   |      
|            | First Quarter  |     | $ | 6.02 |  |  | $ | 11.20 | 
|            | Second Quarter |     |   | 5.20 |  |  |   | 8.83  | 
|            | Third Quarter  |     |   | 3.01 |  |  |   | 9.25  | 
|            | Fourth Quarter |     |   | 2.90 |  |  |   | 5.97  | 
|            |                |     |   |      |  | 
|2002        |                |     |   |      |  |  |   |      
|            | First Quarter  |     | $ | 4.39 |  |  | $ | 12.69 | 
|            | Second Quarter |     |   | 9.50 |  |  |   | 13.25 | 
|            | Third Quarter  |     |   | 8.40 |  |  |   | 12.85 | 
|            | Fourth Quarter |     |   | 9.93 |  |  |   | 11.55 | 

The Company has not paid cash dividends on its Common Stock and does not
plan to pay cash dividends in the near future. The Company expects to retain
any future earnings to finance its business. The Company has a loan agreement
that restricts its ability to pay dividends. See Note C to Consolidated
Financial Statements.

At August 29, 2003, the Company had 606 shareholders of record.

15



---



##### Table of Contents






Item 6. Selected Financial Data

SELECTED CONSOLIDATED FINANCIAL DATA
(In thousands, except per share amounts)

The following sets forth selected historical financial data with respect
to the Company and its subsidiaries. The data given below as of and for the
five years ended June 30, 2003 has been derived from the Companys Consolidated
Financial Statements audited by Grant Thornton LLP, independent certified
public accountants. Such data should be read in conjunction with the Companys
Consolidated Financial Statements and Notes thereto included elsewhere herein
and Managements Discussion and Analysis of Financial Condition and Results of
Operations.

|                                                                 |                            |         |        |                      |        |      |        |        |        |      |        |       |        |   |        |       |        |   |        |       |        | 
|---------------------------------------------------------------- | -------------------------- | ------- | ------ | -------------------- | ------ | ---- | ------ | ------ | ------ | ---- | ------ | ----- | ------ | - | ------ | ----- | ------ | - | ------ | ----- | ------ | 
|                                                                 |                            |         |        | Years Ended June 30,
|                                                                 |                            |         |        |                     
|                                                                 |                            |         |        | 2003                 |        | 2002 |        | 2001   |        | 2000 |        | 1999 
|                                                                 |                            |         |        |                      |        |      |        |        |        |      |        |      
|Statements of Operations Data:                                   |                            |         |        |                      |        |      |        |        |        |      |        |       |        |   |        |       |        |   |        |      
|Net sales                                                        |                            | $       | 42,441 |                      |        | $    | 38,794 |        |        | $    | 34,136 |       |        | $ | 32,823 |       |        | $ | 27,321 |      
|Costs of goods sold                                              |                            |         | 20,379 |                      |        |      | 22,116 |        |        |      | 18,487 |       |        |   | 17,618 |       |        |   | 10,768 |      
|                                                                 |                            |         |        |                      |        |      |        |        |        |      |        |       |        |   |        |       |        |   |        |      
|Gross profit                                                     |                            |         | 22,062 |                      |        |      | 16,678 |        |        |      | 15,649 |       |        |   | 15,205 |       |        |   | 16,553 |      
|                                                                 |                            |         |        |                      |        |     
|Operating expenses                                               |                            |         |        |                      |        |      |        |        |        |      |        |       |        |   |        |       |        |   |        |      
|                                                                 | Research and development   |         |        | 4,067                |        |      |        | 4,865  |        |      |        | 4,704 |        |   |        | 4,213 |        |   |        | 3,557 |       
|                                                                 | Marketing and sales        |         |        | 12,353               |        |      |        | 10,774 |        |      |        | 9,284 |        |   |        | 7,907 |        |   |        | 7,164 |       
|                                                                 | General and administrative |         |        | 5,543                |        |      |        | 5,035  |        |      |        | 4,633 |        |   |        | 3,847 |        |   |        | 3,534 |       
|                                                                 |                            |         |        |                      |        |      |        |        |        |      |        |       |        |   |        |       |        |   |        |      
|                                                                 |                            |         | 21,963 |                      |        |      | 20,674 |        |        |      | 18,621 |       |        |   | 15,967 |       |        |   | 14,255 |      
|                                                                 |                            |         |        |                      |        |      |        |        |        |      |        |       |        |   |        |       |        |   |        |      
|Operating income (loss)                                          |                            |         | 99     |                      |        |      | (3,996 | )      |        |      | (2,972 | )     |        |   | (762   | )     |        |   | 2,298  |      
|Other income (expense)                                           |                            |         | (454   | )                    |        |      | (721   | )      |        |      | (729   | )     |        |   | (837   | )     |        |   | (722   | )    
|                                                                 |                            |         |        |                      |        |      |        |        |        |      |        |       |        |   |        |       |        |   |        |      
|Net income (loss)                                                |                            | $       | (355   | )                    |        | $    | (4,717 | )      |        | $    | (3,701 | )     |        | $ | (1,599 | )     |        | $ | 1,576  |      
|                                                                 |                            |         |        |                      |        |      |        |        |        |      |        |       |        |   |        |       |        |   |        |      
|Net income (loss) per common share                               |                            |         |        |                      |        |      |        |        |        |      |        |       |        |   |        |       |        |   |        |      
|                                                                 |                            | Basic   |        | $                    | (0.03  | )    |        | $      | (0.37  | )    |        | $     | (0.29  | ) |        | $     | (0.13  | ) |        | $     | 0.13   | 
|                                                                 |                            |         |        |                      |        |      |        |        |        |      |        |       |        |   |        |       |        |   |        |      
|                                                                 |                            | Diluted |        | $                    | (0.03  | )    |        | $      | (0.37  | )    |        | $     | (0.29  | ) |        | $     | (0.13  | ) |        | $     | 0.13   | 
|                                                                 |                            |         |        |                      |        |      |        |        |        |      |        |       |        |   |        |       |        |   |        |      
|Weighted average common and common
equivalent shares outstanding |                            |         |        |                      |        |      |        |        |        |      |        |       |        |   |        |       |        |   |        |      
|                                                                 |                            | Basic   |        |                      | 12,882 |      |        |        | 12,802 |      |        |       | 12,631 |   |        |       | 12,489 |   |        |       | 12,398 | 
|                                                                 |                            |         |        |                      |        |      |        |        |        |      |        |       |        |   |        |       |        |   |        |      
|                                                                 |                            | Diluted |        |                      | 12,882 |      |        |        | 12,802 |      |        |       | 12,631 |   |        |       | 12,489 |   |        |       | 12,508 | 
|                                                                 |                            |         |        |                      |        |      |        |        |        |      |        |       |        |   |        |       |        |   |        |      

|                      |  |                |        |      |  |      |        |      |  |      |        |  |  |   |        |  |  |   |        | 
|--------------------- |  | -------------- | ------ | ---- |  | ---- | ------ | ---- |  | ---- | ------ |  |  | - | ------ |  |  | - | ------ | 
|                      |  | As of June 30,
|                      |  |               
|                      |  | 2003           |        | 2002 |  | 2001 |        | 2000 |  | 1999
|                      |  |                |        |      |  |      |        |      |  |     
|Balance Sheet Data:   |  |                |        |      |  |      |        |      |  |      |        |  |  |   |        |  |  |   |        | 
|Working capital       |  | $              | 18,511 |      |  | $    | 17,783 |      |  | $    | 14,210 |  |  | $ | 15,530 |  |  | $ | 16,649 | 
|Total assets          |  |                | 58,352 |      |  |      | 60,096 |      |  |      | 62,696 |  |  |   | 66,108 |  |  |   | 68,797 | 
|Long-term obligations |  |                | 5,969  |      |  |      | 6,114  |      |  |      | 6,249  |  |  |   | 6,477  |  |  |   | 6,720  | 
|Shareholders equity  |  |                | 48,394 |      |  |      | 48,548 |      |  |      | 52,056 |  |  |   | 55,421 |  |  |   | 55,471 | 

16



---



##### Table of Contents






Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

The discussion and analysis of our financial condition and results of
operations are based upon our 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 our
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 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.

Recently Issued 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.

17



---



##### Table of Contents



In November 2002, FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. FIN 45 addresses the
disclosure requirements of a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued.
FIN 45 also requires a guarantor to recognize, at the inception of a guarantee,
a liability for the fair value of the obligation undertaken in issuing the
guarantee. The disclosure requirements of FIN 45 are effective for the Company
for its quarter ended December 31, 2002. The liability recognition
requirements will be applicable prospectively to all guarantees issued or
modified after December 31, 2002. Other than the additional disclosure
requirements, this pronouncement is not expected to have a material impact on
our consolidated financial position or results of operation.

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 June 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 our
consolidated financial position or results of operation.

In May 2003, the FASB issued Statement 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity.
Statement 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 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 Statement 150 is not anticipated to have an impact on the Companys
consolidated financial position or results of operations.

General

The Company manufactures biomaterials and medical devices for use in
various surgical markets and provides related specialized contract aseptic
manufacturing services. The Company operates through two business units, the
Hyaluronan Division and the Oral Restorative Division.

The Company has a number of relationships with corporate partners relating
to the development and marketing of hyaluronan-based products for a variety of
medical applications. Currently, the primary commercial application for the
Companys hyaluronan is as a component in ophthalmic surgical products marketed
by Alcon for cataract surgery. Sales to Alcon are made under a supply agreement
that extends through December 31, 2004. The agreement contains minimum
purchase requirements totaling $2.5 million in each of calendar years 2003 and
2004. Initial sales of INTERGEL Solution occurred during fiscal 1998, as
ETHICON began marketing INTERGEL Solution in Europe. On November 19, 2001, the
Company received FDA approval to market INTERGEL Solution in the United States.
Sales of INTERGEL Solution commenced in the United States during the first
calendar quarter of 2002. INTERGEL Solution was voluntarily withdrawn from the
market by ETHICON in March 2003 in order to assess information obtained from
postmarketing experience. ETHICON is currently working with the Company to
conduct the review of data relating to the INTERGEL Solution postmarketing
experience in furtherance of the Companys desire to reintroduce the product to
the market. From the clinical analyses performed to date, the Company believes
that there is no clinical evidence of problems related directly to INTERGEL
Solution.

The Companys Oral Restorative Division markets a comprehensive line of
titanium-based dental implants for tooth replacement therapy. The Oral
Restorative Division also manufactures and markets synthetic bone graft
substitute products for the restoration of bone tissue deterioration resulting
from periodontal disease and tooth loss. The Oral Restorative Division also
markets other products for the regeneration of bone and soft tissue. The
Divisions products are marketed in the United States through the Companys
direct sales force; in Italy through the Companys subsidiary, Lifecore
Biomedical SpA in Germany through the Companys subsidiary, Lifecore Biomedical
GmbH in Scandinavia through the Companys subsidiary, Lifecore Biomedical AB
and in other countries through distributors.

18



---



##### Table of Contents



Results of Operations

Year ended June 30, 2003 compared with year ended June 30, 2002.

|                        |                            |   |            |           |                  |   |              |           |      |   |            |            |      |   |            |            |  |   |            |            |  |   |            |            | 
|----------------------- | -------------------------- | - | ---------- | --------- | ---------------- | - | ------------ | --------- | ---- | - | ---------- | ---------- | ---- | - | ---------- | ---------- |  | - | ---------- | ---------- |  | - | ---------- | ---------- | 
|                        |                            |   | Hyaluronan |           | Oral Restorative |   |              |           |      |   |            |            |     
|                        |                            |   | Division   |           | Division         |   | Consolidated
|                        |                            |   |            |           |                  |   |             
|                        |                            |   | 2003       |           | 2002             |   | 2003         |           | 2002 |   | 2003       |            | 2002
|                        |                            |   |            |           |                  |   |              |           |      |   |            |            |     
|Net sales               |                            | $ | 15,659,000 |           |                  | $ | 15,244,000   |           |      | $ | 26,782,000 |            |      | $ | 23,550,000 |            |  | $ | 42,441,000 |            |  | $ | 38,794,000 |           
|Cost of goods sold      |                            |   | 9,762,000  |           |                  |   | 12,165,000   |           |      |   | 10,617,000 |            |      |   | 9,951,000  |            |  |   | 20,379,000 |            |  |   | 22,116,000 |           
|                        |                            |   |            |           |                  |   |              |           |      |   |            |            |      |   |            |            |  |   |            |            |  |   |            |           
|Gross profit            |                            |   | 5,897,000  |           |                  |   | 3,079,000    |           |      |   | 16,165,000 |            |      |   | 13,599,000 |            |  |   | 22,062,000 |            |  |   | 16,678,000 |           
|Operating expenses      |                            |   |            |           |                  |   |              |           |      |   |            |            |      |   |            |            |  |   |            |            |  |   |            |           
|                        | Research and development   |   |            | 3,165,000 |                  |   |              | 3,948,000 |      |   |            | 902,000    |      |   |            | 917,000    |  |   |            | 4,067,000  |  |   |            | 4,865,000  | 
|                        | Marketing and sales        |   |            | 664,000   |                  |   |              | 259,000   |      |   |            | 11,689,000 |      |   |            | 10,515,000 |  |   |            | 12,353,000 |  |   |            | 10,774,000 | 
|                        | General and administrative |   |            | 2,035,000 |                  |   |              | 1,831,000 |      |   |            | 3,508,000  |      |   |            | 3,204,000  |  |   |            | 5,543,000  |  |   |            | 5,035,000  | 
|                        |                            |   |            |           |                  |   |              |           |      |   |            |            |      |   |            |            |  |   |            |            |  |   |            |           
|                        |                            |   | 5,864,000  |           |                  |   | 6,038,000    |           |      |   | 16,099,000 |            |      |   | 14,636,000 |            |  |   | 21,963,000 |            |  |   | 20,674,000 |           
|                        |                            |   |            |           |                  |   |              |           |      |   |            |            |      |   |            |            |  |   |            |            |  |   |            |           
|Operating income (loss) |                            | $ | 33,000     |           |                  | $ | (2,959,000   | )         |      | $ | 66,000     |            |      | $ | (1,037,000 | )          |  | $ | 99,000     |            |  | $ | (3,996,000 | )         
|                        |                            |   |            |           |                  |   |              |           |      |   |            |            |      |   |            |            |  |   |            |            |  |   |            |           

Net Sales.Net sales increased $3,647,000 or 9% in fiscal 2003 from
fiscal 2002. Hyaluronan Division sales increased $415,000 or 3% and Oral
Restorative Division sales increased $3,232,000 or 14%.

Hyaluronan Division sales increased to $15,659,000 in fiscal 2003 from
$15,244,000 in fiscal 2002 due to increased sales of ophthalmic and orthopedic
products. Sales of ophthalmic products to a single customer were $6,725,000 in
fiscal 2003 compared with $5,359,000 for fiscal 2002. This sales increase was
partially offset by a reduction in INTERGEL Solution sales due to ETHICONs
voluntary withdrawal of INTERGEL Solution from the market.

Oral Restorative Division sales increased to $26,782,000 in fiscal 2003
from $23,550,000 in fiscal 2002. Domestic sales increased 4% due to continued
growth in market acceptance of the STAGE-1 Single Stage Implant System and the
RBM coated implant lines. Sales in the international markets increased by 27%
due to sales increases at our subsidiary operations and a favorable impact from
currency translations.

Gross profit.Consolidated gross profit, as a percentage of net sales,
was 52% in fiscal 2003 and 43% in fiscal 2002. The gross profit for the
Hyaluronan Division increased to 38% in fiscal 2003 from 20% in fiscal 2002.
The increase in gross profit is due to absorption of unused manufacturing
capacity charges associated with increased hyaluronan production and product
mix. Gross profit for the Oral Restorative Division increased to 60% in fiscal
2003 from 58% in fiscal 2002 due to sales mix and reduced material costs.

Research and development.Research and development expenses decreased
$798,000 or 16% in fiscal 2003 from fiscal 2002. The decrease is due to the
decline in consulting and professional fees related to the regulatory review
process of INTERGEL Solution which received FDA approval in fiscal 2002.

Marketing and sales.Marketing and sales expenses increased by $1,579,000
or 15% in fiscal 2003 from fiscal 2002. The increase was due mainly to costs
associated with the international expansion of the oral restorative business.

General and administrative.General and administrative expenses increased
by $508,000 or 10% in fiscal 2003 from fiscal 2002. The increase is principally
related to costs associated with subsidiary operations and higher legal
expenses in the current period as compared to the same period of last fiscal
year.

Other income (expense).Net other expense decreased $267,000 for the
current period as compared to the same period of last fiscal year. The
decrease is primarily due to the $291,000 increase in other income from
currency gains realized on Euro-denominated intercompany transactions.

19



---



##### Table of Contents



Year ended June 30, 2002 compared with year ended June 30, 2001.

|                   |                            |   |            |           |                  |   |              |           |      |   |            |            |      |   |            |           |  |   |            |            |  |   |            |           | 
|------------------ | -------------------------- | - | ---------- | --------- | ---------------- | - | ------------ | --------- | ---- | - | ---------- | ---------- | ---- | - | ---------- | --------- |  | - | ---------- | ---------- |  | - | ---------- | --------- | 
|                   |                            |   | Hyaluronan |           | Oral Restorative |   |              |           |      |   |            |            |     
|                   |                            |   | Division   |           | Division         |   | Consolidated
|                   |                            |   |            |           |                  |   |             
|                   |                            |   | 2002       |           | 2001             |   | 2002         |           | 2001 |   | 2002       |            | 2001
|                   |                            |   |            |           |                  |   |              |           |      |   |            |            |     
|Net sales          |                            | $ | 15,244,000 |           |                  | $ | 14,185,000   |           |      | $ | 23,550,000 |            |      | $ | 19,951,000 |           |  | $ | 38,794,000 |            |  | $ | 34,136,000 |          
|Cost of goods sold |                            |   | 12,165,000 |           |                  |   | 10,258,000   |           |      |   | 9,951,000  |            |      |   | 8,229,000  |           |  |   | 22,116,000 |            |  |   | 18,487,000 |          
|                   |                            |   |            |           |                  |   |              |           |      |   |            |            |      |   |            |           |  |   |            |            |  |   |            |          
|Gross profit       |                            |   | 3,079,000  |           |                  |   | 3,927,000    |           |      |   | 13,599,000 |            |      |   | 11,722,000 |           |  |   | 16,678,000 |            |  |   | 15,649,000 |          
|Operating expenses |                            |   |            |           |                  |   |              |           |      |   |            |            |      |   |            |           |  |   |            |            |  |   |            |          
|                   | Research and development   |   |            | 3,948,000 |                  |   |              | 3,674,000 |      |   |            | 917,000    |      |   |            | 1,030,000 |  |   |            | 4,865,000  |  |   |            | 4,704,000 | 
|                   | Marketing and sales        |   |            | 259,000   |                  |   |              | 206,000   |      |   |            | 10,515,000 |      |   |            | 9,078,000 |  |   |            | 10,774,000 |  |   |            | 9,284,000 | 
|                   | General and administrative |   |            | 1,831,000 |                  |   |              | 1,771,000 |      |   |            | 3,204,000  |      |   |            | 2,862,000 |  |   |            | 5,035,000  |  |   |            | 4,633,000 | 
|                   |                            |   |            |           |                  |   |              |           |      |   |            |            |      |   |            |           |  |   |            |            |  |   |            |          
|                   |                            |   | 6,038,000  |           |                  |   | 5,651,000    |           |      |   | 14,636,000 |            |      |   | 12,970,000 |           |  |   | 20,674,000 |            |  |   | 18,621,000 |          
|                   |                            |   |            |           |                  |   |              |           |      |   |            |            |      |   |            |           |  |   |            |            |  |   |            |          
|Operating loss     |                            | $ | (2,959,000 | )         |                  | $ | (1,724,000   | )         |      | $ | (1,037,000 | )          |      | $ | (1,248,000 | )         |  | $ | (3,996,000 | )          |  | $ | (2,972,000 | )        
|                   |                            |   |            |           |                  |   |              |           |      |   |            |            |      |   |            |           |  |   |            |            |  |   |            |          

Net Sales.Net sales increased $4,658,000 or 14% in fiscal 2002 from
fiscal 2001. Hyaluronan Division sales increased $1,059,000 or 7% and Oral
Restorative Division sales increased $3,599,000 or 18%.

Hyaluronan Division sales increased to $15,244,000 in fiscal 2002 from
$14,185,000 in fiscal 2001 due to increased sales of INTERGEL Solution to
ETHICON with the approval of INTERGEL Solution for sale in the United States.
This sales increase was partially offset by reduced ophthalmic hyaluronan
shipments and the termination of the Bausch & Lomb shipments that occurred in
fiscal 2001.

Oral Restorative Division sales increased to $23,550,000 in fiscal 2002
from $19,951,000 in fiscal 2001. Domestic sales increased 12% due to continued
growth in market acceptance of the STAGE-1 Single Stage Implant System and the
RBM coated implant lines. Sales in the international markets increased by 28%
from sales increases at our subsidiary operations.

Gross profit.Consolidated gross profit, as a percentage of net sales,
was 43% in fiscal 2002 and 46 % in fiscal 2001. The gross profit for the
Hyaluronan Division decreased to 20% in fiscal 2002 from 28% in fiscal 2001.
Charges for unused capacity, associated with the Companys hyaluronan
production as a result of an unanticipated delay in receiving INTERGEL Solution
marketing approval in the U.S. from the FDA, were $3.8 million in fiscal 2002
and $2.7 million in fiscal 2001. The Company expects that its Hyaluronan
Division gross margins will gradually improve as production levels increase to
meet the expected demand for hyaluronan. Gross profit for the Oral Restorative
Division decreased to 58% in fiscal 2002 from 59% in fiscal 2001. The decrease
is the result of product sales mix.

Research and development.Research and development expenses increased
$161,000 or 3% in fiscal 2002 from fiscal 2001. The increase resulted
principally from consulting and related expenses associated with the regulatory
process with the FDA for INTERGEL Solution.

Marketing and sales.Marketing and sales expenses increased by $1,490,000
or 16% in fiscal 2002 from fiscal 2001. The increase was due mainly to the
development and execution of new products, promotions and customer training
programs for the Oral Restorative Division and increased costs associated with
subsidiary operations.

General and administrative.General and administrative expenses increased
by $402,000 or 9% in fiscal 2002 from fiscal 2001. The increase is principally
related to costs associated with subsidiary operations and higher legal
expenses in the current period as compared to the same period of last fiscal
year.

Other income (expense).Interest expense was lower in fiscal 2002
compared to 2001 mainly due to a lower level of borrowings on the line of
credit in fiscal 2002. Interest income decreased due to lower level of cash
available for investment, combined with lower interest rates in fiscal 2002 .

20



---



##### Table of Contents



Liquidity and Capital Resources

Inventories consist mainly of finished hyaluronan powder and oral
restorative products and related raw materials. The portion of finished
hyaluronan inventory that is not expected to be consumed within the next twelve
months is classified as long-term inventory. The finished hyaluronan inventory
is maintained in a frozen state and has a shelf life of ten years. Total
inventory decreased by $759,000 and $2,935,000 in fiscal 2003 and 2002 as the
Company decreased production of hyaluronan powder and INTERGEL Solution.
INTERGEL Solution sales increased in fiscal 2002 after the Company obtained FDA
approval to market INTERGEL Solution in the United States in November 2001,
which also contributed to the decrease in hyaluronan inventory in fiscal 2002.

The Company had positive cash flow from operations in fiscal 2003, 2002
and 2001. Charges for unused manufacturing capacity associated with the
Companys hyaluronan production were less in fiscal 2003 than 2002 and 2001. In
fiscal 2003, these charges are a result of ETHICONs voluntary withdrawal if
INTERGEL Solution from the market and in 2002 and 2001 they resulted from the
unanticipated delay in receiving INTERGEL Solution marketing approval in the
U.S. from the FDA. Unless the Companys hyaluronan production volume
increases, unused manufacturing capacity charges will continue to negatively
impact operating results in fiscal 2004 and beyond. Gross margins for the
Hyaluronan Division increased in 2003 as production levels and efficiency
increased. Marketing and sales expenses for the oral restorative products are
expected to continue at a high level, and personnel costs have increased.

On July 2, 2001, the Company issued 69,597 shares of common stock, with an
aggregate value of $347,000, in connection with the acquisition of shares of
Lifecore Biomedical AB held by two individuals. The issuances were completed
pursuant to an exemption from registration provided under Section 4(2) of the
Securities Act of 1933.

On March 15, 2001, the Company entered into an agreement with Lancet
Software Development, Inc. whereby Lancet agreed to develop an e-Commerce site
for the Company to market its products worldwide. Payments due under the
agreement may be made in the form of the Companys common stock or cash, at the
option of the Company. In April 2001, the Company issued an aggregate of
20,973 shares of common stock to Lancet as the first progress payment under the
agreement. In June 2001, the Company issued an aggregate of 23,152 shares of
common stock to Lancet as the second progress payment under the agreement. In
October 2001, the Company issued an aggregate of 21,647 shares of common stock
to Lancet as the final payment under the agreement. The number of shares
issued to Lancet was determined using a formula based on the quoted market
value of the common stock as determined on the Nasdaq National Market. Under
the terms of the agreement, Lancet exercised the right to have the shares
registered for sale. Registration Statements on Form S-3 were filed and
declared effective by the Securities and Exchange Commission in April, August
and November 2001.

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 June 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 and inventories, subject to a borrowing base
certificate. Interest is accrued at the prime rate at June 30, 2003, which was
4.25%, and at the prime rate plus 1%, or 5.75%, as of June 30, 2002 under a
previous credit facility agreement. At June 30, 2003 and 2002, 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 net
income (loss). At June 30, 2003 and 2002, 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.

21



---



##### Table of Contents



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.

Cautionary Statement

Statements included in this Managements Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this Form 10-K,
in the Letter to Shareholders contained in the Annual Report to Shareholders,
in future filings by the Company with the Securities and Exchange Commission
and in the Companys press releases and oral statements made with the approval
of authorized executive officers, if the statements are not historical or
current facts, should be considered forward-looking statements made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements relate to market acceptance and
demand for the Companys products, future product development plans and timing,
the results of clinical trials, FDA clearances and the related timing of such,
the potential size of the markets for the Companys products, future product
introductions, future revenues, expense levels and capital needs and the
Companys ability to successfully negotiate acceptable agreements with its
corporate partners. These statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The
following important factors, among others, in some cases have affected and in
the future could affect the Companys actual results and could cause its actual
financial performance to differ materially from that expressed in any
forward-looking statement: (i) the uncertainty associated with the future
market status of INTERGEL Solution; (ii) obtaining the necessary regulatory
approvals for new hyaluronan and oral restorative products; (iii) the Companys
reliance on corporate partners to develop new products on a timely basis and to
market the Companys existing and new hyaluronan products effectively; (iv)
intense competition in the markets for the Companys principal products and (v)
other factors discussed in the risk factors filed as Exhibit 99.1 to this Form
10-K. The foregoing list should not be construed as exhaustive, and the
Company disclaims any obligation subsequently to revise any forward-looking
statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events.




Item 7a. 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.

22



---



##### Table of Contents






Item 8. Financial Statements and Supplementary Data

The consolidated financial statements are listed under item 15 of this
report. Summarized unaudited quarterly financial data for 2003 and 2002 is as
follows:

|                         |                                                                  |                   |   |            |            |        |   |            |            |        |   |            |            |   |   |            |            |  
|------------------------ | ---------------------------------------------------------------- | ----------------- | - | ---------- | ---------- | ------ | - | ---------- | ---------- | ------ | - | ---------- | ---------- | - | - | ---------- | ---------- | -
|                         |                                                                  |                   |   | Quarter   
|                         |                                                                  |                   |   |           
|                         |                                                                  |                   |   | First      |            | Second |   | Third      |            | Fourth
|                         |                                                                  |                   |   |            |            |        |   |            |            |       
|Year ended June 30, 2003 |                                                                  |                   |   |            |            |        |   |            |            |        |   |            |            |   |   |           
|                         | Net sales                                                        |                   | $ | 8,972,000  |            |        | $ | 10,262,000 |            |        | $ | 11,833,000 |            |   | $ | 11,374,000 |           
|                         | Gross profit                                                     |                   |   | 4,063,000  |            |        |   | 6,097,000  |            |        |   | 6,420,000  |            |   |   | 5,482,000  |           
|                         | Net income (loss)                                                |                   |   | (1,046,000 | )          |        |   | 312,000    |            |        |   | 947,000    |            |   |   | (568,000   | )         
|                         | Net income (loss) per share                                      |                   |   |            |            |        |   |            |            |        |   |            |            |   |   |            |           
|                         |                                                                  | Basic and diluted |   | $          | (0.08      | )      |   | $          | 0.02       |        |   | $          | 0.07       |   |   | $          | (0.04      | )
|                         | Weighted average common and common
equivalent shares outstanding |                   |   |            |            |        |   |            |            |        |   |            |            |   |   |            |           
|                         |                                                                  | Basic             |   |            | 12,874,628 |        |   |            | 12,882,313 |        |   |            | 12,885,206 |   |   |            | 12,885,417 |  
|                         |                                                                  | Diluted           |   |            | 12,874,628 |        |   |            | 12,949,904 |        |   |            | 12,962,378 |   |   |            | 12,885,417 |  
|                         |                                                                  |                   |   |            |            |       
|Year ended June 30, 2002 |                                                                  |                   |   |            |            |        |   |            |            |        |   |            |            |   |   |           
|                         | Net sales                                                        |                   | $ | 8,234,000  |            |        | $ | 8,584,000  |            |        | $ | 10,254,000 |            |   | $ | 11,722,000 |           
|                         | Gross profit                                                     |                   |   | 3,299,000  |            |        |   | 3,261,000  |            |        |   | 4,601,000  |            |   |   | 5,517,000  |           
|                         | Net loss                                                         |                   |   | (1,932,000 | )          |        |   | (2,080,000 | )          |        |   | (657,000   | )          |   |   | (48,000    | )         
|                         | Net loss per share                                               |                   |   |            |            |        |   |            |            |        |   |            |            |   |   |            |           
|                         |                                                                  | Basic and diluted |   | $          | (0.15      | )      |   | $          | (0.16      | )      |   | $          | (0.05      | ) |   | $          | (0.00      | )
|                         | Weighted average common and common
equivalent shares outstanding |                   |   |            |            |        |   |            |            |        |   |            |            |   |   |            |           
|                         |                                                                  | Basic and diluted |   |            | 12,747,618 |        |   |            | 12,785,099 |        |   |            | 12,806,177 |   |   |            | 12,854,643 |  




Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.




Item 9A. Controls and Procedures

Under the supervision and with the participation of the Companys
management, including the Companys Chief Executive Officer and Chief Financial
Officer, the Company evaluated the effectiveness of the design and operation of
its disclosure controls and procedures (as defined in Rule 13a-15(e) and
15d-15(e) under the Exchange Act. 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, the Companys disclosure controls and
procedures are adequately designed to ensure that information required to be
disclosed by the Company in the reports it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in applicable rules and forms.

During the Companys most recent fiscal quarter, there has been no change
in the Companys internal control over financial reporting (as defined in Rule
13a-15(f) or 15d-15(f) under the Exchange Act) that has materially affected, or
is reasonably likely to materially affect, the Companys internal control over
financial reporting.

23



---



##### Table of Contents






PART III




Item 10. Directors and Executive Officers of the Registrant

Information concerning director nominees is set forth in the sections
entitled Election of Directors and Section 16(a) Beneficial Ownership
Reporting Compliance in the Companys Proxy Statement for its 2003 Annual
Meeting of Shareholders to be held November 13, 2003, which is incorporated
herein by reference. See also Executive Officers of the Registrant in Item 1
above.




Item 11. Executive Compensation

Information concerning executive compensation is set forth in the section
entitled Executive Compensation in the Companys Proxy Statement for its 2003
Annual Meeting of Shareholders which is incorporated herein by reference.




Item 12. Security Ownership of Certain Beneficial Owners and Management

Security ownership of certain owners and management is set forth in the
section entitled Security Ownership of Certain Beneficial Owners and
Management in the Companys Proxy Statement for its 2003 Annual Meeting of
Shareholders which is incorporated herein by reference.

Securities authorized for issuance under equity compensation plans

The following table provides information on equity compensation plans under
which equity securities of the Company are authorized for issuance, as of June
30, 2003:

|                                                            |  |                      |           |                      |  |                         |       |                       |  |                         |         |    
|----------------------------------------------------------- |  | -------------------- | --------- | -------------------- |  | ----------------------- | ----- | --------------------- |  | ----------------------- | ------- | ---
|                                                            |  |                      |           |                      |  |                         |       |                       |  | Number of securities   
|                                                            |  |                      |           |                      |  |                         |       |                       |  | remaining available for
|                                                            |  | Number of securities |           |                      |  |                         |       | future issuance under
|                                                            |  | to be issued upon    |           | Weighted-average     |  | equity compensation    
|                                                            |  | exercise of          |           | exercise price of    |  | plans (excluding       
|                                                            |  | outstanding options, |           | outstanding options, |  | securities reflected in
|                                                            |  | warrants and rights  |           | warrants and rights  |  | column (a))            
|Plan Category                                               |  | ( a )                |           | ( b )                |  | ( c )                  
|                                                            |  |                      |           |                      |  |                        
|Equity compensation plans approved by
security holders (1): |  |                      | 2,938,303 |                      |  | $                       | 11.66 |                       |  |                         | 420,280 | (2)
|                                                            |  |                      |           |                      |  |                        
|Equity compensation plans not
approved by
security holders: |  |                      |          |                      |  |                         |      |                       |  |                         |        |    
|                                                            |  |                      |           |                      |  |                         |       |                       |  |                         |         |    
|Total                                                       |  |                      | 2,938,303 |                      |  | $                       | 11.66 |                       |  |                         | 420,280 |    
|                                                            |  |                      |           |                      |  |                         |       |                       |  |                         |         |    

(1)   Includes the Companys 1987 Stock Plan (expired), 1990 Stock Plan
(expired) and 1996 Stock Plan.

(2)   The Company has not granted any shares of restricted stock under the 1996
Stock Plan.




Item 13. Certain Relationships and Related Transactions

Not Applicable.

24



---



##### Table of Contents






PART IV




Item 14. Principal Accountant Fees and Services.

Pursuant to SEC Release No. 33-8183 (as corrected by Release No.
33-8183A), the disclosure requirements of this Item are not effective until the
Annual Report on Form 10-K for the first fiscal year ending after December 15,
2003.




Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K



| | (a) |  | Documents filed as part of the report
| | --- |  | -------------------------------------

|   |  |                                                                                            |  |                 
|-- |  | ------------------------------------------------------------------------------------------ |  | ----------------
|   |  |                                                                                            |  | Form 10-K       
|   |  |                                                                                            |  | Page Reference  
|   |  |                                                                                            |  |                 
|1. |  | Consolidated Financial Statements                                                          |  |                 
|   |  |                                                                                            |  |                 
|   |  | Report of Independent Certified Public Accountants                                         |  | F-1             
|   |  |                                                                                            |  |                 
|   |  | Consolidated Balance Sheets - June 30, 2003 and 2002                                       |  | F-2 and F-3     
|   |  |                                                                                            |  |                 
|   |  | Consolidated Statements of Operations - years ended June 30, 2003,
2002 and 2001           |  | F-4             
|   |  |                                                                                            |  |                 
|   |  | Consolidated Statements of Shareholders Equity - years ended June 30, 2003,
2002 and 2001 |  | F-5             
|   |  |                                                                                            |  |                 
|   |  | Consolidated Statements of Cash Flows - years ended June 30, 2003,
2002 and 2001           |  | F-6             
|   |  |                                                                                            |  |                 
|   |  | Notes to Consolidated Financial Statements                                                 |  | F-7 through F-19
|   |  |                                                                                            |  |                 
|2. |  | Consolidated Financial Statement Schedules                                                 |  |                 
|   |  |                                                                                            |  |                 
|   |  | Schedule II - Valuation and Qualifying Accounts                                            |  | S-1             



|                                                                                                      | (b) |  | Reports on Form 8-K       
|----------------------------------------------------------------------------------------------------- | --- |  | --------------------------
|                                                                                                     
|April 15, 2003          Press release announcing results for the third quarter of fiscal year 2003.  
|                                                                                                     
|August 12, 2003          Press release announcing results for the fourth quarter of fiscal year 2003.
|                                                                                                     
|                                                                                                      | (c) |  | Exhibits and Exhibit Index

Description

|    |  |                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1 |  | Stock Purchase Agreement between ISS and Lifecore dated July 28, 1993
(includes $2 million 5% Promissory Note dated July 28, 1993 as Exhibit
A and Security Agreement as Exhibit B) (Pursuant to Rule 24b-2,
certain portions of this Exhibit have been deleted and filed
separately with the Commission) (incorporated by reference to Exhibit
2.1 to Form 8-K dated July 8, 1993)
|    |  |                                                                                                                                                                                                                                                                                                                                                                                    
|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)                                                                                                                                                                                                                                                                         

25



---



##### Table of Contents



|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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  |  | Loan Agreement dated as of September 1, 1990 between the City of Chaska and the Company (incorporated by
reference from Exhibit 4.2 to the Registrants Form 10-K for the year ended June 30, 1990, as amended on Form
8 dated October 12, 1990) as amended on June 10, 1991 and July 24, 1991 (incorporated by reference from
Exhibit 10.2 to the Registrants Amendment No. 1 to Form 1991 S-2 Registration Statement [File No. 33-41291])
as amended on August 3, 1992 (incorporated by reference to Exhibit 10.1 to Form 10-K for the year ended June
30, 1992) as amended on July 28, 1994 (incorporated by reference to Exhibit 10.1 to Form 10-K for the year
ended June 30, 1994), as amended on July 27, 1995 (incorporated by reference to Exhibit 10.1 to Form 10-K for
the year ended June 30, 1995), as amended on July 8, 1996, (incorporated by reference to Exhibit 10.1 to Form
10-K for the year ended June 30, 1996), as amended on July 1, 1997 (incorporated by reference to Exhibit 10.1
to Form 10-K for the year ended June 30, 1997), as amended on June 5, 1998, (incorporated by reference to
Exhibit 10.1 to Form 10-K for the year ended June 30, 1998), as amended on June 10, 1999, (incorporated by
reference to Exhibit 10.1 to Form 10-K for the year ended June 30, 1999), as amended on June 8, 2000,
(incorporated by reference to Exhibit 10.1 to Form 10-K for the year ended June 30, 2000), as amended on May
24, 2001, (incorporated by reference to Exhibit 10.1 to Form 10-K for the year ended June 30, 2001), as
amended on June 5, 2002, (incorporated by reference to Exhibit 10.1 to Form 10-K for the year ended June 30,
2002), as amended on May 22, 2003, (incorporated by reference to Exhibit 10.1 to Form 10-K for the year ended
June 30, 2003)
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.2  |  | Trust Indenture dated as of September 1, 1990 from the City of Chaska to Norwest Bank Minnesota, N.A., as
Trustee (incorporated by reference from Exhibit 4.3 to the Registrants Form 10-K for the year ended June 30,
1990, as amended on Form 8 dated October 12, 1990)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.3  |  | Combination Mortgage, Security Agreement and Fixture Financing Statement dated as of September 1, 1990 from
the Company to Norwest Bank Minnesota, N.A., as Trustee (incorporated by reference from Exhibit 4.4 to the
Registrants Form 10-K for the year ended June 30, 1990, as amended on Form 8 dated October 12, 1990)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.4  |  | Contract for Private Redevelopment dated as of September 1, 1990 between the Company and Chaska Economic
Development Authority (incorporated by reference from Exhibit 4.5 to the Registrants Form 10-K for the year
ended June 30, 1990, as amended on Form 8 dated October 12, 1990)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.5  |  | Hyaluronan Purchase Agreement dated March 28, 1990 between the Company and Alcon (incorporated by reference
to Exhibit 10 to Form 8-K dated April 10, 1990, as amended on Form 8 dated May 23, 1990) as amended on July
17, 1992, (Certain information has been deleted from this exhibit and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2) (incorporated by
reference to Exhibit 10.5 to Form 10-K for the year ended June 30, 1992)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.6* |  | Employment Agreement dated June 10, 1991 with James W. Bracke (incorporated by reference to Exhibit 10.11 to
1991 S-2 Registration Statement [File No. 33-41291]), as amended by letter agreement dated on August 14, 1995
(incorporated by reference to Exhibit 10.6 to Form 10-K for the year ended June 30, 1995), as amended by
letter agreement dated November 14, 1996 (incorporated by reference to Exhibit 10.1 to Form 10-Q for the
quarter ended December 31, 1997)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.7  |  | Form of Indemnification Agreement entered into between the Company and directors and officers (incorporated
by reference to Exhibit 10.7 to Form 10-K for the year ended June 30, 1995)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.8* |  | 1987 Stock Option Plan (incorporated by reference to Exhibit 4(a) to S-8 Registration Statement [File No.
33-26065])                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.9* |  | 1990 Employee Stock Purchase Savings Plan
(incorporated by reference to Exhibit 4(a) to S-8
Registration Statement [File No. 33-32984])                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

26



---



##### Table of Contents



|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10* |  | 1990 Stock Plan (incorporated by reference to Exhibit 4(a) to S-8 Registration Statement [File No. 33-38914])
as amended by Amendment No. 1 (incorporated by reference to Exhibit 10.13 to Form 10-K for the year ended
June 30, 1994), as amended by Amendment No. 2 (incorporated by reference to Exhibit 10.11 to Form 10-K for
the year ended June 30, 1997)
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|10.11  |  | Conveyance, License, Development and Supply Agreement dated August 8, 1994 between Lifecore Biomedical, Inc.
and ETHICON, INC. (pursuant to Rule 24b-2, certain portions of this Exhibit have been omitted and filed
separately with the Commission) (incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended
June 30, 1994)                 
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|10.12* |  | 1996 Stock Option Plan (incorporated by reference to Exhibit 4.1 to S-8 Registration Statement [File No.
333-18515])                                                                                                                                                                                                                                            
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|10.13  |  | Credit and Security Agreement, dated December 28, 1998, between the U.S. Bank National Association and the
Company, (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended December 31, 1998)                                                                                                                                            
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|10.14  |  | Amendment No. 1 to Credit and Security Agreement dated February 7, 2000 between U.S. Bank National
Association and the Company, (incorporated by reference to Exhibit 10.21 to Form 10-K for the year ended June
30, 2000)                                                                                                                                      
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|10.15  |  | Amendment No. 2 to Credit and Security Agreement dated July 21, 2000 between U.S. Bank National Association
and the Company, (incorporated by reference to Exhibit 10.21 to Form 10-K for the year ended June 30, 2000)                                                                                                                                         
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|10.16  |  | Amendment No. 3 to Credit and Security Agreement dated August 21, 2001 between U.S. Bank National Association
and the Company, (incorporated by reference to Exhibit 10.17 to Form 10-K for the year ended June 30, 2001)                                                                                                                                       
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|10.19  |  | Amendment No. 4 to Credit and Security Agreement dated January 25, 2002 between U.S. Bank National
Association and the Company, (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended
December 31, 2001)                                                                                                                                
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|10.20  |  | Revolving Credit and Security Agreement dated December 18, 2002 between M & I Marshall & Ilsley Bank and the
Company, (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended December 31, 2002)                                                                                                                                          
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|10.21  |  | Amendment No. 1 to Revolving Credit and Security Agreement dated June 27, 2003 between M & I Marshall &
Ilsley Bank and the Company, (incorporated by reference to Exhibit 10.21 to Form 10-K for the year ended June
30, 2003)                                                                                                                                 
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|23.1   |  | Consent of Grant Thornton LLP                                                                                                                                                                                                                                                                                                                                   
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|31.1   |  | Certification of James W. Bracke pursuant to Exchange Act Rules 13a  14(a) and 15d  14(a), as adopted
pursuant to section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                               
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|31.2   |  | Certification of Dennis J. Allingham pursuant to Exchange Act Rules 13a  14(a) and 15d  14(a), as adopted
pursuant to section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                           
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|32.1   |  | Certification of James W. Bracke pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of
the Sarbanes-Oxley Act of 2002, (incorporated by reference to Exhibit 32.1 to Form 10-K for the year ended
June 30, 2003)                                                                                                                            
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|32.2   |  | Certification of Dennis J. Allingham pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002, (incorporated by reference to Exhibit 32.2 to Form 10-K for the year ended
June 30, 2003)                                                                                                                        
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|99.1   |  | Risk Factors, (incorporated by reference to Exhibit 99.1 to Form 10-K for the year ended June 30, 2003)                                                                                                                                                                                                                                                         
|       |  |                                                                                                                                                                                                                                                                                                                                                                 
|*      |  | Denotes management contract or compensatory plan, contract or arrangement.                                                                                                                                                                                                                                                                                      

27



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment no. 1 to
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                       |  |                           |  |                                    |  | 
|---------------------- |  | ------------------------- |  | ---------------------------------- |  | 
|                       |  | LIFECORE BIOMEDICAL, INC.
|                       |  |                           |  |                                    |  | 
|Dated: October 2, 2003 |  | By                        |  | /s/ JAMES W. BRACKE                |  | 
|                       |  |                           |  |                                    | 
|                       |  |                           |  | James W. Bracke, Ph.D.             |  | 
|                       |  |                           |  | President, Chief Executive Officer |  | 
|                       |  |                           |  | and Secretary                      |  | 

28



---



##### Table of Contents






REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Shareholders and Board of Directors
Lifecore Biomedical, Inc.

We have audited the accompanying consolidated balance sheets of Lifecore
Biomedical, Inc. (a Minnesota corporation) and subsidiaries as of June 30, 2003
and 2002, and the related consolidated statements of operations, shareholders
equity, and cash flows for each of the three years in the period ended June 30,
2003. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Lifecore
Biomedical, Inc. and subsidiaries as of June 30, 2003 and 2002, and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended June 30, 2003, in conformity with
accounting principles generally accepted in the United States of America.

We have also audited Schedule II of Lifecore Biomedical, Inc. and
subsidiaries for each of the three years in the period ended June 30, 2003. In
our opinion, this schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be set forth therein.

/s/ GRANT THORNTON LLP

Minneapolis, Minnesota
July 31, 2003
F - 1Table of Contents
Lifecore Biomedical, Inc. and SubsidiariesCONSOLIDATED BALANCE SHEETS
June 30,

|                                        |                                      |                      |            |             |            |   |            |             |            | 
|--------------------------------------- | ------------------------------------ | -------------------- | ---------- | ----------- | ---------- | - | ---------- | ----------- | ---------- | 
|                                        |                                      | 2003                 |            | 2002       
|                                        |                                      |                      |            |            
|ASSETS                                  |                                      |                      |            |             |            |   |            |            
|CURRENT ASSETS                          |                                      |                      |            |             |            |   |            |            
|                                        | Cash and cash equivalents            |                      | $          | 4,211,000   |            |   | $          | 2,528,000   |           
|                                        | Accounts receivable, less allowances |                      |            | 7,795,000   |            |   |            | 7,882,000   |           
|                                        | Inventories                          |                      |            | 9,728,000   |            |   |            | 11,810,000  |           
|                                        | Prepaid expenses                     |                      |            | 766,000     |            |   |            | 997,000     |           
|                                        |                                      |                      |            |             |            |   |            |            
|                                        |                                      | Total current assets |            |             | 22,500,000 |   |            |             | 23,217,000 | 
|                                        |                                      |                      |            |             |            |  
|PROPERTY, PLANT AND EQUIPMENT - AT COST |                                      |                      |            |             |            |   |           
|                                        | Land                                 |                      |            | 249,000     |            |   |            | 249,000     |           
|                                        | Building                             |                      |            | 23,960,000  |            |   |            | 23,960,000  |           
|                                        | Equipment                            |                      |            | 17,024,000  |            |   |            | 16,302,000  |           
|                                        | Land and building improvements       |                      |            | 3,499,000   |            |   |            | 3,477,000   |           
|                                        |                                      |                      |            |             |            |   |            |            
|                                        |                                      |                      | 44,732,000 |             |            |   | 43,988,000 |            
|                                        | Less accumulated depreciation        |                      |            | (19,820,000 | )          |   |            | (17,194,000 | )         
|                                        |                                      |                      |            |             |            |   |            |            
|                                        |                                      |                      | 24,912,000 |             |            |   | 26,794,000 |            
|                                        |                                      |                      |            |             |            |  
|OTHER ASSETS                            |                                      |                      |            |             |            |   |            |            
|                                        | Intangibles                          |                      |            | 4,643,000   |            |   |            | 4,850,000   |           
|                                        | Security deposits                    |                      |            | 843,000     |            |   |            | 845,000     |           
|                                        | Inventories                          |                      |            | 4,639,000   |            |   |            | 3,316,000   |           
|                                        | Other                                |                      |            | 815,000     |            |   |            | 1,074,000   |           
|                                        |                                      |                      |            |             |            |   |            |            
|                                        |                                      |                      | 10,940,000 |             |            |   | 10,085,000 |            
|                                        |                                      |                      |            |             |            |   |            |            
|                                        |                                      | $                    | 58,352,000 |             |            | $ | 60,096,000 |            
|                                        |                                      |                      |            |             |            |   |            |            

F - 2



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS - (continued)
June 30,

|                                     |                                                                                                                                                       |                           |            |             |           |   |            |             |           | 
|------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | ---------- | ----------- | --------- | - | ---------- | ----------- | --------- | 
|                                     |                                                                                                                                                       | 2003                      |            | 2002       
|                                     |                                                                                                                                                       |                           |            |            
|LIABILITIES AND SHAREHOLDERS EQUITY |                                                                                                                                                       |                           |            |             |           |   |            |            
|CURRENT LIABILITIES                  |                                                                                                                                                       |                           |            |             |           |   |            |            
|                                     | Current maturities of long-term obligations                                                                                                           |                           | $          | 156,000     |           |   | $          | 139,000     |          
|                                     | Accounts payable                                                                                                                                      |                           |            | 1,880,000   |           |   |            | 3,500,000   |          
|                                     | Accrued compensation                                                                                                                                  |                           |            | 1,113,000   |           |   |            | 1,053,000   |          
|                                     | Accrued expenses                                                                                                                                      |                           |            | 840,000     |           |   |            | 742,000     |          
|                                     |                                                                                                                                                       |                           |            |             |           |   |            |            
|                                     |                                                                                                                                                       | Total current liabilities |            |             | 3,989,000 |   |            |             | 5,434,000 | 
|                                     |                                                                                                                                                       |                           |            |             |           |  
|LONG-TERM OBLIGATIONS                |                                                                                                                                                       |                           | 5,969,000  |             |           |   | 6,114,000  |            
|                                     |                                                                                                                                                       |                           |            |             |           |  
|COMMITMENTS AND CONTINGENCIES        |                                                                                                                                                       |                           |           |             |           |   |           |            
|                                     |                                                                                                                                                       |                           |            |             |           |  
|SHAREHOLDERS EQUITY                 |                                                                                                                                                       |                           |            |             |           |   |            |            
|                                     | Preferred
stock  authorized, 25,000,000 shares of $1.00 stated
value; none issued                                                                    |                           |            |            |           |   |            |            |          
|                                     | Preferred
stock, Series A Junior Participating  authorized,
500,000 shares of $1.00 par value; none issued                                           |                           |            |            |           |   |            |            |          
|                                     | Common
stock  authorized, 50,000,000 shares of
$.01 stated value; issued and outstanding, 12,885,417 and
12,867,742 shares at June 30, 2003 and 2002 |                           |            | 129,000     |           |   |            | 129,000     |          
|                                     | Accumulated currency translation adjustment                                                                                                           |                           |            | 87,000      |           |   |            |            |          
|                                     | Additional paid-in capital                                                                                                                            |                           |            | 88,882,000  |           |   |            | 88,768,000  |          
|                                     | Accumulated deficit                                                                                                                                   |                           |            | (40,704,000 | )         |   |            | (40,349,000 | )        
|                                     |                                                                                                                                                       |                           |            |             |           |   |            |            
|                                     |                                                                                                                                                       |                           | 48,394,000 |             |           |   | 48,548,000 |            
|                                     |                                                                                                                                                       |                           |            |             |           |   |            |            
|                                     |                                                                                                                                                       | $                         | 58,352,000 |             |           | $ | 60,096,000 |            
|                                     |                                                                                                                                                       |                           |            |             |           |   |            |            

The accompanying notes are an integral part of these statements.

F - 3



---



##### Table of Contents






Lifecore Biomedical, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended June 30,

|                                                                 |                            |                         |            |            |            |      |            |            |            |   |            |            |            |  
|---------------------------------------------------------------- | -------------------------- | ----------------------- | ---------- | ---------- | ---------- | ---- | ---------- | ---------- | ---------- | - | ---------- | ---------- | ---------- | -
|                                                                 |                            |                         |            | 2003       |            | 2002 |            | 2001      
|                                                                 |                            |                         |            |            |            |      |            |           
|Net sales                                                        |                            | $                       | 42,441,000 |            |            | $    | 38,794,000 |            |            | $ | 34,136,000 |           
|Cost of goods sold                                               |                            |                         | 20,379,000 |            |            |      | 22,116,000 |            |            |   | 18,487,000 |           
|                                                                 |                            |                         |            |            |            |      |            |            |            |   |            |           
|                                                                 | Gross profit               |                         |            | 22,062,000 |            |      |            | 16,678,000 |            |   |            | 15,649,000 |           
|                                                                 |                            |                         |            |            |            |     
|Operating expenses                                               |                            |                         |            |            |            |      |            |            |            |   |            |           
|                                                                 | Research and development   |                         |            | 4,067,000  |            |      |            | 4,865,000  |            |   |            | 4,704,000  |           
|                                                                 | Marketing and sales        |                         |            | 12,353,000 |            |      |            | 10,774,000 |            |   |            | 9,284,000  |           
|                                                                 | General and administrative |                         |            | 5,543,000  |            |      |            | 5,035,000  |            |   |            | 4,633,000  |           
|                                                                 |                            |                         |            |            |            |      |            |            |            |   |            |           
|                                                                 |                            |                         | 21,963,000 |            |            |      | 20,674,000 |            |            |   | 18,621,000 |           
|                                                                 |                            |                         |            |            |            |      |            |            |            |   |            |           
|                                                                 |                            | Operating income (loss) |            |            | 99,000     |      |            |            | (3,996,000 | ) |            |            | (2,972,000 | )
|                                                                 |                            |                         |            |            |            |     
|Other income (expense)                                           |                            |                         |            |            |            |      |            |            |            |   |            |           
|                                                                 | Interest income            |                         |            | 49,000     |            |      |            | 72,000     |            |   |            | 202,000    |           
|                                                                 | Interest expense           |                         |            | (757,000   | )          |      |            | (743,000   | )          |   |            | (807,000   | )         
|                                                                 | Other                      |                         |            | 254,000    |            |      |            | (50,000    | )          |   |            | (124,000   | )         
|                                                                 |                            |                         |            |            |            |      |            |            |            |   |            |           
|                                                                 |                            |                         | (454,000   | )          |            |      | (721,000   | )          |            |   | (729,000   | )         
|                                                                 |                            |                         |            |            |            |      |            |            |            |   |            |           
|Net loss                                                         |                            | $                       | (355,000   | )          |            | $    | (4,717,000 | )          |            | $ | (3,701,000 | )         
|                                                                 |                            |                         |            |            |            |      |            |            |            |   |            |           
|Net loss per common share                                        |                            |                         |            |            |            |      |            |            |            |   |            |           
|                                                                 |                            | Basic and diluted       |            | $          | (0.03      | )    |            | $          | (0.37      | ) |            | $          | (0.29      | )
|                                                                 |                            |                         |            |            |            |      |            |            |            |   |            |           
|Weighted average common and common equivalent
shares outstanding |                            |                         |            |            |            |      |            |            |            |   |            |           
|                                                                 |                            | Basic and diluted       |            |            | 12,881,863 |      |            |            | 12,802,354 |   |            |            | 12,630,990 |  
|                                                                 |                            |                         |            |            |            |      |            |            |            |   |            |           

The accompanying notes are an integral part of these statements.

F - 4



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries




CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

|                          |                                                                                                                |  |              |         |             |   |            |       |                      |   |            |           |             |   |            |           |  |   |             |            |  
|------------------------- | -------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ----------- | - | ---------- | ----- | -------------------- | - | ---------- | --------- | ----------- | - | ---------- | --------- |  | - | ----------- | ---------- | -
|                          |                                                                                                                |  | Common Stock |         |             |   |            |       |                      |   |            |           |             |   |           
|                          |                                                                                                                |  |              |         | Accumulated |   | Additional |       |                      |   |           
|                          |                                                                                                                |  | Shares       |         |             |   |            |       | Currency Translation |   | Paid-In    |           | Accumulated
|                          |                                                                                                                |  | Issued       |         | Amount      |   | Adjustment |       | Capital              |   | Deficit   
|                          |                                                                                                                |  |              |         |             |   |            |       |                      |   |           
|Balances at June 30, 1999 |                                                                                                                |  | 12,416,729   |         |             | $ | 124,000    |       |                      | $ | 85,679,000 |           |             | $ | 85,679,000 |           |  | $ | (30,332,000 | )         
|                          | Exercise of stock options and
employee stock purchase savings
plan, net of 4,000 shares
surrendered in payment |  |              | 71,157  |             |   |            | 1,000 |                      |   |            | 462,000   |             |   |            | 462,000   |  |   |             |           |  
|                          | Issuance of stock to satisfy debt                                                                              |  |              | 118,238 |             |   |            | 1,000 |                      |   |            | 1,085,000 |             |   |            | 1,085,000 |  |   |             |           |  
|                          | Net Loss for the year ended
June 30, 2000                                                                      |  |              |        |             |   |            |      |                      |   |            |          |             |   |            |          |  |   |             | (1,599,000 | )
|                          |                                                                                                                |  |              |         |             |   |            |       |                      |   |            |           |             |   |            |           |  |   |             |           
|Balances at June 30, 2000 |                                                                                                                |  | 12,606,124   |         |             | $ | 126,000    |       |                      | $ |           |           |             | $ | 87,226,000 |           |  | $ | (31,931,000 | )         
|                          | Exercise of stock options and
employee stock purchase savings
plan                                             |  |              | 28,878  |             |   |            |      |                      |   |            |          |             |   |            | 101,000   |  |   |             |           |  
|                          | Issuance of common stock as
payment for services                                                               |  |              | 44,125  |             |   |            | 1,000 |                      |   |            |          |             |   |            | 234,000   |  |   |             |           |  
|                          | Net Loss for the year ended
June 30, 2001                                                                      |  |              |        |             |   |            |      |                      |   |            |          |             |   |            |          |  |   |             | (3,701,000 | )
|                          |                                                                                                                |  |              |         |             |   |            |       |                      |   |            |           |             |   |            |           |  |   |             |           
|Balances at June 30, 2001 |                                                                                                                |  | 12,679,127   |         |             |   | 127,000    |       |                      |   |           |           |             |   | 87,561,000 |           |  |   | (35,632,000 | )         
|                          | Exercise of stock options and
employee stock purchase savings
plan                                             |  |              | 97,371  |             |   |            | 1,000 |                      |   |            |          |             |   |            | 653,000   |  |   |             |           |  
|                          | Issuance of common stock as
payment for services                                                               |  |              | 21,647  |             |   |            |      |                      |   |            |          |             |   |            | 208,000   |  |   |             |           |  
|                          | Issuance of common stock as
payment for subsidary purchase                                                     |  |              | 69,597  |             |   |            | 1,000 |                      |   |            |          |             |   |            | 346,000   |  |   |             |           |  
|                          | Net Loss for the year ended
June 30, 2002                                                                      |  |              |        |             |   |            |      |                      |   |            |          |             |   |            |          |  |   |             | (4,717,000 | )
|                          |                                                                                                                |  |              |         |             |   |            |       |                      |   |            |           |             |   |            |           |  |   |             |           
|Balances at June 30, 2002 |                                                                                                                |  | 12,867,742   |         |             |   | 129,000    |       |                      |   |           |           |             |   | 88,768,000 |           |  |   | (40,349,000 | )         
|                          | Exercise of stock options and stock awards                                                                     |  |              | 17,675  |             |   |            |      |                      |   |            |          |             |   |            | 114,000   |  |   |             |           |  
|                          | Addition to accumulated currency
translation adjustment                                                        |  |              |        |             |   |            |      |                      |   |            | 87,000    |             |   |            |          |  |   |             |           |  
|                          | Net Loss for the year ended
June 30, 2003                                                                      |  |              |        |             |   |            |      |                      |   |            |          |             |   |            |          |  |   |             | (355,000   | )
|                          |                                                                                                                |  |              |         |             |   |            |       |                      |   |            |           |             |   |            |           |  |   |             |           
|Balances at June 30, 2003 |                                                                                                                |  | 12,885,417   |         |             | $ | 129,000    |       |                      | $ | 87,000     |           |             | $ | 88,882,000 |           |  | $ | (40,704,000 | )         
|                          |                                                                                                                |  |              |         |             |   |            |       |                      |   |            |           |             |   |            |           |  |   |             |           

The accompanying notes are an integral part of these statements.

F - 5



---



##### Table of Contents






Lifecore Biomedical, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended June 30,

|                                                                                |                                             |          |                     |           |         |            |            |           |         |            |            |           |         |            |  
|------------------------------------------------------------------------------- | ------------------------------------------- | -------- | ------------------- | --------- | ------- | ---------- | ---------- | --------- | ------- | ---------- | ---------- | --------- | ------- | ---------- | -
|                                                                                |                                             |          |                     |           | 2003    |            | 2002       |           | 2001   
|                                                                                |                                             |          |                     |           |         |            |            |           |        
|Cash flows from operating activities:                                           |                                             |          |                     |           |         |            |            |           |         |            |            |          
|Net loss                                                                        |                                             | $        | (355,000            | )         |         | $          | (4,717,000 | )         |         | $          | (3,701,000 | )        
|Adjustments to reconcile net loss to net cash provided by
operating activities: |                                             |          |                     |           |         |            |            |           |         |            |            |          
|                                                                                | Depreciation and amortization               |          |                     | 2,844,000 |         |            |            | 2,940,000 |         |            |            | 3,306,000 |        
|                                                                                | Allowance for doubtful accounts             |          |                     | 89,000    |         |            |            | 187,000   |         |            |            | (49,000   | )      
|                                                                                | Accumulated currency translation adjustment |          |                     | 87,000    |         |            |            |          |         |            |            |          |        
|                                                                                | Changes in operating assets and liabilities |          |                     |           |         |            |            |           |         |            |            |           |        
|                                                                                |                                             |          | Accounts receivable |           |         | (2,000     | )          |           |         | (1,146,000 | )          |           |         | (1,258,000 | )
|                                                                                |                                             |          | Inventories         |           |         | 759,000    |            |           |         | 2,935,000  |            |           |         | 3,597,000  |  
|                                                                                |                                             |          | Prepaid expenses    |           |         | 231,000    |            |           |         | (322,000   | )          |           |         | 58,000     |  
|                                                                                |                                             |          | Accounts payable    |           |         | (1,620,000 | )          |           |         | 443,000    |            |           |         | 507,000    |  
|                                                                                |                                             |          | Accrued liabilities |           |         | 158,000    |            |           |         | 688,000    |            |           |         | (8,000     | )
|                                                                                |                                             |          | Customers deposits |           |         |           |            |           |         |           |            |           |         | (302,000   | )
|                                                                                |                                             |          |                     |           |         |            |            |           |         |            |            |          
|Net cash provided by operating activities                                       |                                             |          | 2,191,000           |           |         |            | 1,008,000  |           |         |            | 2,150,000  |          
|                                                                                |                                             |          |                     |           |         |           
|Cash flows from investing activities:                                           |                                             |          |                     |           |         |            |            |           |         |            |            |          
|                                                                                | Purchases of property, plant and equipment  |          |                     | (744,000  | )       |            |            | (961,000  | )       |            |            | (693,000  | )      
|                                                                                | Purchases of intangibles                    |          |                     |          |         |            |            | (60,000   | )       |            |            | (17,000   | )      
|                                                                                | Decrease (increase) in security deposits    |          |                     | 2,000     |         |            |            | 9,000     |         |            |            | (7,000    | )      
|                                                                                | Decrease (increase) in other assets         |          |                     | 248,000   |         |            |            | (209,000  | )       |            |            | (81,000   | )      
|                                                                                |                                             |          |                     |           |         |            |            |           |         |            |            |          
|Net cash used in investing activities                                           |                                             |          | (494,000            | )         |         |            | (1,221,000 | )         |         |            | (798,000   | )        
|                                                                                |                                             |          |                     |           |         |           
|Cash flows from financing activities:                                           |                                             |          |                     |           |         |            |            |           |         |            |            |          
|                                                                                | Payments on long-term obligations           |          |                     | (128,000  | )       |            |            | (223,000  | )       |            |            | (244,000  | )      
|                                                                                | Proceeds from stock options exercised       |          |                     | 114,000   |         |            |            | 654,000   |         |            |            | 101,000   |        
|                                                                                |                                             |          |                     |           |         |            |            |           |         |            |            |          
|Net cash provided by (used in) financing activities                             |                                             |          | (14,000             | )         |         |            | 431,000    |           |         |            | (143,000   | )        
|                                                                                |                                             |          |                     |           |         |            |            |           |         |            |            |          
|Net increase in cash and cash equivalents                                       |                                             |          | 1,683,000           |           |         |            | 218,000    |           |         |            | 1,209,000  |          
|Cash and cash equivalents at beginning of year                                  |                                             |          | 2,528,000           |           |         |            | 2,310,000  |           |         |            | 1,101,000  |          
|                                                                                |                                             |          |                     |           |         |            |            |           |         |            |            |          
|Cash and cash equivalents at end of year                                        |                                             | $        | 4,211,000           |           |         | $          | 2,528,000  |           |         | $          | 2,310,000  |          
|                                                                                |                                             |          |                     |           |         |            |            |           |         |            |            |          
|Supplemental disclosure of cash flow information:                               |                                             |          |                     |           |         |            |            |           |         |            |            |          
|                                                                                | Cash paid during the year for:              |          |                     |           |         |            |            |           |         |            |            |           |        
|                                                                                |                                             | Interest |                     | $         | 713,000 |            |            | $         | 763,000 |            |            | $         | 807,000 |           

The accompanying notes are an integral part of these statements.

F - 6



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Lifecore Biomedical, Inc. (the Company), manufactures biomaterials and
surgical devices for use in various surgical markets and provides specialized
contract aseptic manufacturing services through its two divisions, the
Hyaluronan Division and the Oral Restorative Division. The Companys
manufacturing facility is located in Chaska, Minnesota. The Hyaluronan
Division markets its products through OEM and contract manufacturing alliances
in gynecologic and ophthalmologic surgery, and veterinary medicine. The Oral
Restorative Division markets its products through direct sales in the United
States, Italy, Germany and Sweden and through distributors in other foreign
countries.

In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
periods. Actual results could differ from those estimates.

A summary of significant accounting policies consistently applied in the
preparation of the financial statements follows:

1. Consolidation

The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries, Implant Support Systems, Inc., Lifecore
Biomedical SpA, Lifecore Biomedical GmbH and Lifecore Biomedical AB. All
intercompany balances and transactions have been eliminated in consolidation.

2. Cash and Cash Equivalents

The Company considers all highly liquid temporary investments with
original maturities of three months or less to be cash equivalents. At June
30, 2003 and 2002, substantially all of the Companys cash and cash equivalents
were invested in a money market fund.

3. Accounts Receivable

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.
The Companys customers are located primarily throughout the United States,
Asia, Europe and South America. Accounts receivable balances from customers
located in Asia, Europe and South America were 12%, 35% and 9% of total
receivables at June 30, 2003 and 10%, 29% and 8% of total receivables at June
30, 2002. The Company maintains allowances for potential credit losses, which
were $414,000 and $325,000 at June 30, 2003 and 2002.

F - 7



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (continued)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

4. Inventories

Inventories are stated at the lower of cost (first-in, first-out method)
or market. Inventories consist mainly of finished hyaluronan powder, aseptic
units and oral restorative products and related raw materials. The Companys
inventory has 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. The portion of finished hyaluronan powder inventory not expected to
be consumed within the next twelve months is classified as a long-term asset.
The finished hyaluronan inventory is maintained in a frozen state and has a
shelf life of ten years. Inventories consist of the following:

|                |  |                |            |      |  |   |            | 
|--------------- |  | -------------- | ---------- | ---- |  | - | ---------- | 
|                |  | As of June 30,
|                |  |               
|                |  | 2003           |            | 2002
|                |  |                |            |     
|Raw
materials   |  | $              | 2,756,000  |      |  | $ | 2,902,000  | 
|Work-in-process |  |                | 344,000    |      |  |   | 272,000    | 
|Finished goods  |  |                | 11,267,000 |      |  |   | 11,952,000 | 
|                |  |                |            |      |  |   |            | 
|                |  | $              | 14,367,000 |      |  | $ | 15,126,000 | 
|                |  |                |            |      |  |   |            | 

5. Depreciation

Depreciation is provided in amounts sufficient to charge the cost of
depreciable assets to operations over their estimated service lives principally
on a straight-line method for financial reporting purposes and on straight-line
and accelerated methods for income tax reporting purposes. Depreciation expense
was approximately $2,627,000, $2,603,000 and $2,608,000 for the years ended
June 30, 2003, 2002 and 2001. Lives used in straight-line depreciation for
financial reporting purposes are as follows:

|                               |  |           |       | 
|------------------------------ |  | --------- | ----- | 
|                               |  | Number of
|                               |  | years    
|                               |  |          
|Building                       |  |           | 18-25 | 
|Equipment                      |  |           | 3-15  | 
|Land and building improvements |  |           | 18    | 

6. Intangibles

Intangibles consist primarily of the cost of technology and regulatory
rights related to the SUSTAIN Dental Implant System product line acquired in
May 1992, the goodwill related to the July 1993 acquisition of Implant Support
Systems, Inc., the cost of technology and regulatory rights related to the
TefGen Regenerative Membrane product line acquired in May 1997, the cost of
acquiring the customer list from a former distributor in Spain in April 1999
and the goodwill related to the July 2001 acquisition of Lifecore AB in Sweden.
All intangibles relate to the oral restorative segment.

Included within intangibles are costs incurred to register patents and
trademarks, which are capitalized as incurred. Amortization of these costs
commences when the related patent or trademark is granted. The costs are
amortized over the estimated useful life of the patent or trademark, not to
exceed 17 years.

F - 8



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (continued)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

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. Amortization of goodwill
and technology and regulatory rights was $524,000 in fiscal 2001. Excluding
such amortization the net loss and net loss per share in fiscal 2001 would have
been $3,177,000 and $.25. 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, an impairment loss of $40,000 and $160,000 was recorded
in general and administrative expenses in fiscal 2003 and 2002, respectively.

Intangibles consisted of the following at June 30:

|                              |  |      |            |      |  |   |            |  
|----------------------------- |  | ---- | ---------- | ---- |  | - | ---------- | -
|                              |  | 2003 |            | 2002
|                              |  |      |            |     
|Goodwill                      |  | $    | 8,245,000  |      |  | $ | 8,245,000  |  
|Customer list                 |  |      | 725,000    |      |  |   | 725,000    |  
|Patents                       |  |      | 387,000    |      |  |   | 387,000    |  
|Less accumulated amortization |  |      | (4,714,000 | )    |  |   | (4,507,000 | )
|                              |  |      |            |      |  |   |            |  
|                              |  | $    | 4,643,000  |      |  | $ | 4,850,000  |  
|                              |  |      |            |      |  |   |            |  

7. Other Assets

Other assets consist of the following at June 30:

|                                 |  |      |          |      |  |   |           |  
|-------------------------------- |  | ---- | -------- | ---- |  | - | --------- | -
|                                 |  | 2003 |          | 2002
|                                 |  |      |          |     
|Website development costs        |  | $    | 802,000  |      |  | $ | 759,000   |  
|Financing costs                  |  |      | 307,000  |      |  |   | 307,000   |  
|Distribution rights and licenses |  |      | 150,000  |      |  |   | 180,000   |  
|Other                            |  |      | 69,000   |      |  |   | 73,000    |  
|Less accumulated amortization    |  |      | (513,000 | )    |  |   | (245,000  | )
|                                 |  |      |          |      |  |   |           |  
|                                 |  | $    | 815,000  |      |  | $ | 1,074,000 |  
|                                 |  |      |          |      |  |   |           |  

Amortization of these costs commences when the related asset is placed in
service. The costs are amortized over the estimated useful life of the asset
ranging from 3 to 20 years.

8. Revenue Recognition

The Company recognizes revenue when product is shipped or otherwise
accepted by the customer.

F - 9



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (continued)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

9. Net Loss Per Common Share

The Companys basic net loss per share amounts have been computed by
dividing net loss by the weighted average number of outstanding common shares.
The Companys diluted net loss per share is computed by dividing net loss by
the weighted average number of outstanding common shares and common share
equivalents relating to stock options, when dilutive. For the fiscal years
ended June 30, 2003, 2002 and 2001, the common share equivalents that would
have been included in the computation of diluted net income per share were
62,539, 308,513 and 21,448, had net income been achieved.

Options to purchase 2,620,145, 1,532,793 and 2,580,065 shares of common
stock with a weighted average exercise price of $12.37, $15.52 and $12.67 were
outstanding at June 30, 2003, 2002, and 2001, but were excluded from the
computation of common share equivalents because their exercise prices were
greater than the average market price of the common shares.

10. Stock Based Compensation

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:

|                                                                                                                                  |                                 |   |            |       |      |   |            |       |   |   |            |       |  
|--------------------------------------------------------------------------------------------------------------------------------- | ------------------------------- | - | ---------- | ----- | ---- | - | ---------- | ----- | - | - | ---------- | ----- | -
|                                                                                                                                  |                                 |   | 2003       |       | 2002 |   | 2001      
|                                                                                                                                  |                                 |   |            |       |      |   |           
|Net loss, as reported                                                                                                             |                                 | $ | (355,000   | )     |      | $ | (4,717,000 | )     |   | $ | (3,701,000 | )    
|Deduct: Total stock-based employee compensation expense
determined under fair value method for awards, net of
related tax effects |                                 |   | (1,841,000 | )     |      |   | (2,768,000 | )     |   |   | (4,286,000 | )    
|                                                                                                                                  |                                 |   |            |       |      |   |            |       |   |   |            |      
|Pro forma net loss                                                                                                                |                                 | $ | (2,196,000 | )     |      | $ | (7,485,000 | )     |   | $ | (7,987,000 | )    
|                                                                                                                                  |                                 |   |            |       |      |   |            |       |   |   |            |      
|Net loss per common equivalent share:                                                                                             |                                 |   |            |       |      |   |            |       |   |   |            |      
|                                                                                                                                  | Basic
and Diluted - as reported |   | $          | (0.03 | )    |   | $          | (0.37 | ) |   | $          | (0.29 | )
|                                                                                                                                  | Basic
and Diluted - pro-forma   |   | $          | (0.17 | )    |   | $          | (0.58 | ) |   | $          | (0.63 | )

The weighted average fair value of options granted in 2003, 2002 and 2001
was $7.62, $7.66 and $6.12, per share. The fair value of each option grant is
estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted average assumptions used for grants in 2003, 2002,
and 2001: no dividend yield;
risk-free rate of return of 6%; volatility of 86.57%, 89.4% and 91.7%; and an
average term of 6.0 years. These effects may not be representative of the
future effects of applying the fair value method.

F - 10



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (continued)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

11. 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 November 2002, FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. FIN 45 addresses the
disclosure requirements of a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued.
FIN 45 also requires a guarantor to recognize, at the inception of a guarantee,
a liability for the fair value of the obligation undertaken in issuing the
guarantee. The disclosure requirements of FIN 45 are effective for the Company
for its quarter ended December 31, 2002. The liability recognition
requirements will be applicable prospectively to all guarantees issued or
modified after December 31, 2002. Other than the additional disclosure
requirements, this pronouncement is not expected to have a material impact on
our consolidated financial position or results of operation.

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 June 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 our
consolidated financial position or results of operation.

In May 2003, the FASB issued Statement 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity.
Statement 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 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 Statement 150 is not anticipated to have an impact on the Companys
consolidated financial position or results of operations.

F - 11



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (continued)

NOTE B  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 and inventories, subject to a borrowing base
certificate. Interest is accrued at the prime rate at June 30, 2003, which was
4.25%, and at the prime rate plus 1%, or 5.75%, as of June 30, 2002 under a
previous credit facility agreement. At June 30, 2003 and 2002, 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 net
income (loss). At June 30, 2003 and 2002, the Company was in compliance with
all covenants.

NOTE C - LONG-TERM OBLIGATIONS

Long-term obligations consist of the following:

|                                     |  |                |           |      |  |   |           |  
|------------------------------------ |  | -------------- | --------- | ---- |  | - | --------- | -
|                                     |  | As of June 30,
|                                     |  |               
|                                     |  | 2003           |           | 2002
|                                     |  |                |           |     
|Industrial
development revenue
bonds |  | $              | 6,125,000 |      |  | $ | 6,249,000 |  
|Other                                |  |                |          |      |  |   | 4,000     |  
|                                     |  |                |           |      |  |   |           |  
|                                     |  |                | 6,125,000 |      |  |   | 6,253,000 |  
|Less current maturities              |  |                | (156,000  | )    |  |   | (139,000  | )
|                                     |  |                |           |      |  |   |           |  
|                                     |  | $              | 5,969,000 |      |  | $ | 6,114,000 |  
|                                     |  |                |           |      |  |   |           |  

Industrial Development Revenue Bonds

In 1990, the Company completed a $7,000,000 transaction to finance its
manufacturing and administrative facility through the issuance of 30-year
industrial development revenue bonds by the municipality where the facility is
located. The bonds are collateralized by a first mortgage on the facility and
bear interest at 10.25%. The Company is required to make debt service payments
on the bonds of approximately $775,000 per year through 2021. The payments are
required to be made monthly to a sinking fund. At June 30, 2003 and 2002, the
Company had approximately $700,000 on deposit with the bond trustee to cover
the reserve fund requirement.

The Company has the right to redeem the bonds upon the payment of the
outstanding principal balance plus accrued interest and a premium. The premium
is 3% of the principal amount during the year commencing September 1, 2003 and
declines during subsequent years.

The terms of the loan agreement require the Company to comply with various
financial covenants including minimum current ratio, fixed charges coverage and
cash flow coverage requirements and maximum debt to net worth limitation. The
fixed charges coverage and cash flow coverage requirements have been waived by
the bondholder through fiscal 2004. The debt to net worth ratio covenant has
the effect of restricting the payment of cash dividends or repurchases of
common stock.

F - 12



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (continued)

NOTE C - LONG-TERM OBLIGATIONS  (continued)

The aggregate minimum annual principal payments of long-term obligations
for the years ending June 30 are as follows:

|           |  |   |           | 
|---------- |  | - | --------- | 
|2004       |  | $ | 156,000   | 
|2005       |  |   | 165,000   | 
|2006       |  |   | 180,000   | 
|2007       |  |   | 195,000   | 
|2008       |  |   | 220,000   | 
|Thereafter |  |   | 5,209,000 | 
|           |  |   |           | 
|           |  | $ | 6,125,000 | 
|           |  |   |           | 

NOTE D - INCOME TAXES

Deferred tax assets and liabilities represent the tax effects, based on
current tax law, of future deductible or taxable amounts attributable to events
that have been recognized in the financial statements. Deferred tax assets
(liabilities) consist of the following at June 30:

|                                                  |                                 |   |             |            |      |   |             |            |  
|------------------------------------------------- | ------------------------------- | - | ----------- | ---------- | ---- | - | ----------- | ---------- | -
|                                                  |                                 |   | 2003        |            | 2002
|                                                  |                                 |   |             |            |     
|Deferred tax assets                               |                                 |   |             |            |      |   |             |           
|                                                  | Net operating loss carryforward |   | $           | 10,922,000 |      |   | $           | 10,213,000 |  
|                                                  | Tax credit carryforward         |   |             | 934,000    |      |   |             | 706,000    |  
|                                                  | Inventories                     |   |             | 1,246,000  |      |   |             | 1,733,000  |  
|                                                  | Other                           |   |             | 376,000    |      |   |             | 305,000    |  
|                                                  |                                 |   |             |            |      |   |             |            |  
|                                                  | Total deferred tax assets       |   |             | 13,478,000 |      |   |             | 12,957,000 |  
|Deferred tax liabilities                          |                                 |   |             |            |      |   |             |           
|                                                  | Depreciation                    |   |             | (867,000   | )    |   |             | (851,000   | )
|                                                  | Customer list                   |   |             | (59,000    | )    |   |             | (111,000   | )
|                                                  |                                 |   |             |            |      |   |             |            |  
|                                                  | Total deferred tax liabilities  |   |             | (926,000   | )    |   |             | (962,000   | )
|                                                  |                                 |   |             |            |      |   |             |            |  
|Net deferred tax asset before
valuation
allowance |                                 |   | 12,552,000  |            |      |   | 11,995,000  |           
|Valuation
allowance                               |                                 |   | (12,552,000 | )          |      |   | (11,995,000 | )         
|                                                  |                                 |   |             |            |      |   |             |            |  
|Net deferred tax
asset                            |                                 | $ |            |            |      | $ |            |           
|                                                  |                                 |   |             |            |      |   |             |            |  

At June 30, 2003, the Company had net operating loss carryforwards of
approximately $30,600,000 for tax reporting purposes, which expire in 2005
through 2023.

The Company also has general business credit carryforwards of
approximately $934,000, which expire in 2007 through 2018.

F - 13



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (continued)

NOTE D - INCOME TAXES  (continued)

Differences between income tax expense (benefit) and amounts derived by
applying the statutory federal income tax rate to loss before income taxes are
as follows for fiscal years ending June 30:

|                              |  |      |     |      |  |      |     |    |  |  |     |   
|----------------------------- |  | ---- | --- | ---- |  | ---- | --- | -- |  |  | --- | --
|                              |  | 2003 |     | 2002 |  | 2001
|                              |  |      |     |      |  |     
|U.S. federal statutory rate   |  |      | 34  | %    |  |      | 34  | %  |  |  | 34  | % 
|Change in valuation allowance |  |      | (34 | )%   |  |      | (34 | )% |  |  | (34 | )%
|                              |  |      |     |      |  |      |     |    |  |  |     |   
|                              |  |     |     |     |  |    
|                              |  |      |     |      |  |      |     |    |  |  |     |   

NOTE E - SHAREHOLDERS EQUITY

Issuance of Stock

On April 2, 2001, the Company issued 20,973 shares of common stock to
Lancet Software Development, Inc. (Lancet). On June 20, 2001, the Company
issued an additional 23,152 shares of common stock to Lancet. On October 8,
2001, the Company issued an additional 21,647 shares of common stock to Lancet.
The shares of common stock were issued to Lancet in exchange for consulting
services relating to the development of the Companys e-Commerce website. The
aggregate value of each issuance of stock was $100,000, $135,000 and $208,000,
respectively. The issuances were completed pursuant to an exemption from
registration provided under Section 4(2) of the Securities Act of 1933.

On July 2, 2001, the Company issued 69,597 shares of common stock, with an
aggregate value of $347,000, in connection with the acquisition of shares of
Lifecore Biomedical AB held by two individuals. The issuances were completed
pursuant to an exemption from registration provided under Section 4(2) of the
Securities Act of 1933.

Stock Option Plans

The Company has three stock option plans. In November 1987, the
shareholders adopted the 1987 Stock Plan (the 1987 Plan) to provide for
options to be granted to certain eligible salaried employees and non-employee
members of the Board of Directors. A total of 300,000 shares of common stock
are reserved for issuance under the 1987 Plan. In November 1990, the
shareholders adopted the 1990 Stock Plan (the 1990 Plan) to provide for
options to be granted to certain eligible employees, non-employee members of
the Board of Directors and other non-employee persons as defined in the 1990
Plan. In November 1993, the 1990 Plan was amended to provide for a total of
1,000,000 shares of common stock reserved for issuance under the 1990 Plan. In
November 1996, the shareholders adopted the 1996 Stock Plan (the 1996 Plan)
to provide for options to be granted to certain eligible employees,
non-employee members of the Board of Directors and other non-employee persons
as defined in the 1996 Plan. A total of 3,000,000 shares of common stock are
reserved for issuance under the 1996 Plan. Options will be granted under all
plans at exercise prices that are determined by a committee as appointed by the
Board of Directors. Options granted to date under all plans have been at
exercise prices equal to the fair market value of the
Companys stock on the date of grant. Each grant awarded specifies the period
for which the options are exercisable and provides that the options shall
expire at the end of such period.

F - 14



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (continued)

NOTE E  SHAREHOLDERS EQUITY  (continued)

Option transactions under the 1987, 1990 and 1996 Stock Option Plans
during the three years ended June 30, 2003 are summarized as follows:

|                             |           |  |           |          |                  |   |       |       | 
|---------------------------- | --------- |  | --------- | -------- | ---------------- | - | ----- | ----- | 
|                             |           |  | Number of |          | Weighted Average
|                             |           |  | Shares    |          | Exercise Price  
|                             |           |  |           |          |                 
|Outstanding at July, 1,
1999 |           |  | 1,863,001 |          |                  | $ | 14.12 |      
|                             | Granted   |  |           | 416,000  |                  |   |       | 13.13 | 
|                             | Exercised |  |           | (60,857  | )                |   |       | 7.06  | 
|                             | Canceled  |  |           | (66,750  | )                |   |       | 13.96 | 
|                             |           |  |           |          |                  |   |       |      
|Outstanding at June 30,
2000 |           |  | 2,151,394 |          |                  | $ | 14.12 |      
|                             | Granted   |  |           | 762,600  |                  |   |       | 7.39  | 
|                             | Exercised |  |           | (22,000  | )                |   |       | 3.08  | 
|                             | Canceled  |  |           | (168,921 | )                |   |       | 9.08  | 
|                             |           |  |           |          |                  |   |       |      
|Outstanding at June 30,
2001 |           |  | 2,723,073 |          |                  |   | 12.27 |      
|                             | Granted   |  |           | 325,900  |                  |   |       | 7.66  | 
|                             | Exercised |  |           | (70,860  | )                |   |       | 7.45  | 
|                             | Canceled  |  |           | (154,903 | )                |   |       | 13.13 | 
|                             |           |  |           |          |                  |   |       |      
|Outstanding at June 30,
2002 |           |  | 2,823,210 |          |                  |   | 11.87 |      
|                             | Granted   |  |           | 203,267  |                  |   |       | 7.62  | 
|                             | Exercised |  |           | (17,575  | )                |   |       | 6.41  | 
|                             | Canceled  |  |           | (70,599  | )                |   |       | 11.46 | 
|                             |           |  |           |          |                  |   |       |      
|Outstanding at June 30,
2003 |           |  | 2,938,303 |          |                  | $ | 11.66 |      
|                             |           |  |           |          |                  |   |       |      

|                                |      |  |           |           |                  |  |   |       | 
|------------------------------- | ---- |  | --------- | --------- | ---------------- |  | - | ----- | 
|                                |      |  | Number of |           | Weighted Average
|                                |      |  | Shares    |           | Exercise Price  
|                                |      |  |           |           |                 
|Options exercisable at June 30: |      |  |           |           |                  |  |   |      
|                                | 2003 |  |           | 2,213,838 |                  |  | $ | 12.10 | 
|                                | 2002 |  |           | 1,884,541 |                  |  |   | 12.63 | 
|                                | 2001 |  |           | 1,644,019 |                  |  |   | 13.39 | 

F - 15



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (continued)

NOTE E  SHAREHOLDERS EQUITY  (continued)

The following tables summarize information concerning currently
outstanding and exercisable stock options.

|                    |  |             |           |                            |  |                  |  |   |       | 
|------------------- |  | ----------- | --------- | -------------------------- |  | ---------------- |  | - | ----- | 
|Options Outstanding
|                   
|Range of            |  | Number      |           | Weighted Average Remaining |  | Weighted Average
|Exercise Price      |  | Outstanding |           | Contractual Life           |  | Exercise Price  
|                    |  |             |           |                            |  |                 
|$   3.88 - 5.82     |  |             | 271,383   |                            |  | 6.7 years        |  | $ | 5.31  | 
|5.83 - 8.75         |  |             | 978,877   |                            |  | 6.8 years        |  |   | 7.86  | 
|8.76 - 13.12        |  |             | 455,250   |                            |  | 5.8 years        |  |   | 10.14 | 
|13.13 - 19.68       |  |             | 1,185,418 |                            |  | 4.1 years        |  |   | 16.37 | 
|19.69 - 23.38       |  |             | 47,375    |                            |  | 3.7 years        |  |   | 21.37 | 
|                    |  |             |           |                            |  |                  |  |   |       | 
|                    |  |             | 2,938,303 |                            |  |                  |  |   |       | 
|                    |  |             |           |                            |  |                  |  |   |       | 

|                    |  |             |           |                  |  |   |       | 
|------------------- |  | ----------- | --------- | ---------------- |  | - | ----- | 
|Options Exercisable
|                   
|Range of            |  | Number      |           | Weighted Average
|Exercise Price      |  | Exercisable |           | Exercise Price  
|                    |  |             |           |                 
|$   3.88 - 5.82     |  |             | 107,008   |                  |  | $ | 5.18  | 
|5.83 - 8.75         |  |             | 731,287   |                  |  |   | 7.87  | 
|8.76 - 13.12        |  |             | 316,000   |                  |  |   | 10.06 | 
|13.13 - 19.68       |  |             | 1,036,293 |                  |  |   | 16.22 | 
|19.69 - 23.38       |  |             | 23,250    |                  |  |   | 21.11 | 
|                    |  |             |           |                  |  |   |       | 
|                    |  |             | 2,213,838 |                  |  |   |       | 
|                    |  |             |           |                  |  |   |       | 

Employee Stock Purchase Savings Plan

The 1990 Employee Stock Purchase Savings Plan (ESPSP) provides for the
purchase by eligible employees of Company common stock at a price equal to 85%
of the market price on either the anniversary date of such plans commencement
or the termination date of the plan, whichever is lower. Participants may
authorize payroll deductions up to 10% of their base salary during the plan
year to purchase the stock. Since inception of the ESPSP a total of 149,828
shares have been issued, including 26,511 shares for approximately $126,000 in
2002, 6,178 shares for approximately $29,000 in 2001 and 14,050 shares for
approximately $115,000 in 2000. The ESPSP was terminated in 2002 since 149,828
shares of the 150,000 shares authorized for the plan had been issued.

F - 16



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS - (continued)

NOTE E  SHAREHOLDERS
EQUITY  (continued)

Shareholder Rights Plan

In May 1996 the Board of Directors unanimously adopted a shareholder
rights plan designed to ensure that all of the Companys shareholders receive
fair and equal treatment in the event of any proposal to acquire the Company.
The Board declared a distribution of one Right for each share of common stock
outstanding on June 15, 1996. Each Right entitles the holder to purchase
1/100th of a share of a new series of Junior Participating Preferred Stock of
Lifecore at an initial exercise price of $110.00. Initially, the Rights are
attached to the common stock and are not exercisable. They become exercisable
only following the acquisition by a person or group, without the prior consent
of the Companys Board of Directors, of 15 percent or more of the Companys
voting stock, or following the announcement of a tender offer or exchange offer
to acquire an interest of 15 percent or more.

In the event that the Rights become exercisable, each Right will entitle
the holder to purchase, at the exercise price, common stock with a market value
equal to twice the exercise price and, should the Company be acquired, each
Right would entitle the holder to purchase, at the exercise price, common stock
of the acquiring company with a market value equal to twice the exercise price.
Rights that are owned by the acquiring person would become void. In certain
specified instances, the Company may redeem the Rights. If not redeemed, they
will expire on June 15, 2006.

NOTE F - COMMITMENTS AND CONTINGENCIES

Royalty Agreements

The Company has entered into agreements that provide for royalty payments
based on a percentage of net sales of certain products. Royalty expense under
these agreements was $128,000, $148,000 and $165,000 for the years ended June
30, 2003, 2002 and 2001.

Severance Agreements

The Company has an agreement with each officer that provides severance pay
benefits if there is a change in control of the Company (as defined) and the
officer is involuntarily terminated (as defined). The maximum potential
liability under these agreements at June 30, 2003 is approximately $1,405,000.

NOTE G - EMPLOYEE BENEFIT PLAN

The Company has a 401(k) profit sharing plan for eligible employees. The
Company, at the discretion of the Board of Directors, may set a matching
percentage that is proportionate to the amount of the employees elective
contributions each year. During the years ended June 30, 2003, 2002 and 2001,
the Board of Directors authorized a company matching contribution to the plan
of $81,000, $65,000 and $60,000; respectively.

F - 17



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS - (continued)

NOTE H - SEGMENT INFORMATION

The Company operates two business segments. The Hyaluronan Division
manufactures, markets and sells products containing hyaluronan and provides
contract aseptic packaging services. The Oral Restorative Division produces
and markets various oral restorative products in the area of implant dentistry.
Currently, products containing hyaluronan are sold primarily to customers
pursuant to supply agreements. Sales to Alcon under such agreements were 16%,
14% and 19% of total sales in 2003, 2002 and 2001. Sales of INTERGEL Solution
to ETHICON were less than 10% of total sales in 2003 and 11% in 2002. The
Companys Oral Restorative Division markets products directly to clinicians and
dental laboratories in the United States, Italy, Germany and Sweden and
primarily through distributorship arrangements in other foreign locations.
Sales to customers located principally in Europe accounted for 35%, 31% and 40%
of total Company sales during the years ended June 30, 2003, 2002 and 2001. The
operations of the Companys Italian subsidiary, Lifecore Biomedical SpA, the
Companys German subsidiary, Lifecore Biomedical GmbH and the Companys Swedish
subsidiary, Lifecore Biomedical AB have not been material to the consolidated
financial statements.

Segment information for the Company is as follows:

|                                      |                           |   |                     |            |      |   |            |            |   |   |            |            |  
|------------------------------------- | ------------------------- | - | ------------------- | ---------- | ---- | - | ---------- | ---------- | - | - | ---------- | ---------- | -
|                                      |                           |   | Year ended June 30,
|                                      |                           |   |                    
|                                      |                           |   | 2003                |            | 2002 |   | 2001      
|                                      |                           |   |                     |            |      |   |           
|Net sales                             |                           |   |                     |            |      |   |            |            |   |   |            |           
|                                      | Hyaluronan products       |   | $                   | 15,659,000 |      |   | $          | 15,244,000 |   |   | $          | 14,185,000 |  
|                                      | Oral restorative
products |   |                     | 26,782,000 |      |   |            | 23,550,000 |   |   |            | 19,951,000 |  
|                                      |                           |   |                     |            |      |   |            |            |   |   |            |            |  
|                                      |                           | $ | 42,441,000          |            |      | $ | 38,794,000 |            |   | $ | 34,136,000 |           
|                                      |                           |   |                     |            |      |   |            |            |   |   |            |            |  
|Operating income (loss)               |                           |   |                     |            |      |   |            |            |   |   |            |           
|                                      | Hyaluronan products       |   | $                   | 33,000     |      |   | $          | (2,959,000 | ) |   | $          | (1,724,000 | )
|                                      | Oral restorative
products |   |                     | 66,000     |      |   |            | (1,037,000 | ) |   |            | (1,248,000 | )
|                                      |                           |   |                     |            |      |   |            |            |   |   |            |            |  
|                                      |                           | $ | 99,000              |            |      | $ | (3,996,000 | )          |   | $ | (2,972,000 | )         
|                                      |                           |   |                     |            |      |   |            |            |   |   |            |           
|Capital expenditures                  |                           |   |                     |            |      |   |            |            |   |   |            |           
|                                      | Hyaluronan products       |   | $                   | 444,000    |      |   | $          | 637,000    |   |   | $          | 336,000    |  
|                                      | Oral restorative
products |   |                     | 300,000    |      |   |            | 324,000    |   |   |            | 357,000    |  
|                                      |                           |   |                     |            |      |   |            |            |   |   |            |            |  
|                                      |                           | $ | 744,000             |            |      | $ | 961,000    |            |   | $ | 693,000    |           
|                                      |                           |   |                     |            |      |   |            |            |   |   |            |           
|Depreciation and amortization expense |                           |   |                     |            |      |   |            |            |   |   |            |           
|                                      | Hyaluronan products       |   | $                   | 2,120,000  |      |   | $          | 2,070,000  |   |   | $          | 2,074,000  |  
|                                      | Oral restorative
products |   |                     | 724,000    |      |   |            | 870,000    |   |   |            | 1,232,000  |  
|                                      |                           |   |                     |            |      |   |            |            |   |   |            |            |  
|                                      |                           | $ | 2,844,000           |            |      | $ | 2,940,000  |            |   | $ | 3,306,000  |           
|                                      |                           |   |                     |            |      |   |            |            |   |   |            |           
|                                     
|                                      |                           |   | As of June 30,     
|                                      |                           |   |                    
|                                      |                           |   | 2003                |            | 2002
|                                      |                           |   |                     |            |     
|Identifiable assets                   |                           |   |                     |            |      |   |            |           
|                                      | Hyaluronan products       |   | $                   | 35,433,000 |      |   | $          | 38,357,000 |  
|                                      | Oral restorative products |   |                     | 18,708,000 |      |   |            | 19,211,000 |  
|                                      | General corporate         |   |                     | 4,211,000  |      |   |            | 2,528,000  |  
|                                      |                           |   |                     |            |      |   |            |            |  
|                                      |                           | $ | 58,352,000          |            |      | $ | 60,096,000 |           
|                                      |                           |   |                     |            |      |   |            |            |  

F - 18



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS - (continued)

NOTE I - 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
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 such review will be
conducted expeditiously and 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 June 30, 2003.

NOTE J - LEGAL PROCEEDINGS

The Company is subject to various legal proceedings in the normal course
of business. Management believes that these proceedings will not have a
material adverse effect on the consolidated financial statements.

NOTE K  RECLASSIFICATIONS

Certain 2002 amounts have been reclassified to conform to the 2003
presentation.

F - 19



---



##### Table of Contents



Lifecore Biomedical, Inc. and Subsidiaries




SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

|                              |  |            |         |            |  |            |         |            |  |           |   |                |  |   |          |       |  |   |         | 
|----------------------------- |  | ---------- | ------- | ---------- |  | ---------- | ------- | ---------- |  | --------- | - | -------------- |  | - | -------- | ----- |  | - | ------- | 
|                              |  |            |         |            |  | Additions  |         |            |  |           |   |                |  |  
|                              |  |            |         |            |  |            |         |            |  |           |   |                |  |  
|Column A                      |  | Column B   |         | Column C   |  | Column D   |         | Column E  
|                              |  |            |         |            |  |            |         |           
|                              |  | Balance at |         | Charged to |  | Charged to |         |            |  |           |   |                |  |  
|                              |  | Beginning  |         | Costs and  |  | Other      |         |            |  |           |   | Balance at End
|Description                   |  | of Period  |         | Expenses   |  | Accounts   |         | Deductions |  | of Period
|                              |  |            |         |            |  |            |         |            |  |          
|Year ended June 30, 2003      |  |            |         |            |  |            |         |            |  |           |   |                |  |   |          |       |  |   |         | 
|Accounts receivable
Allowance |  | $          | 325,000 |            |  | $          | 171,000 |            |  | $         |  |                |  | $ | (82,000  | ) (A) |  | $ | 414,000 | 
|                              |  |            |         |            |  |           
|Year ended June 30, 2002      |  |            |         |            |  |            |         |            |  |           |   |                |  |   |          |       |  |   |         | 
|Accounts receivable
Allowance |  |            | 145,000 |            |  |            | 272,000 |            |  |           |  |                |  |   | (92,000  | ) (A) |  |   | 325,000 | 
|                              |  |            |         |            |  |           
|Year ended June 30, 2001      |  |            |         |            |  |            |         |            |  |           |   |                |  |   |          |       |  |   |         | 
|Accounts receivable
Allowance |  |            | 186,000 |            |  |            | 65,000  |            |  |           |  |                |  |   | (106,000 | ) (A) |  |   | 145,000 | 



(A)  Deductions represent accounts receivable balances written-off during the
year.


S-1