-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VSYh3RNPib2eNjRo6kVA9RuBU9xUwgIQdNW1u8RKn672gJksGISb8V1gBzSdd2It /Fzv8+xcrVqTgvHgG0d5lQ== 0000950134-03-006063.txt : 20030417 0000950134-03-006063.hdr.sgml : 20030417 20030417172459 ACCESSION NUMBER: 0000950134-03-006063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030415 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFECORE BIOMEDICAL INC CENTRAL INDEX KEY: 0000028626 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 410948334 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04136 FILM NUMBER: 03654955 BUSINESS ADDRESS: STREET 1: 3515 LYMAN BLVD CITY: CHASKA STATE: MN ZIP: 55318-3051 BUSINESS PHONE: 6123684300 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MEDICAL RESEARCH INC DATE OF NAME CHANGE: 19691118 FORMER COMPANY: FORMER CONFORMED NAME: DIAGNOSTIC INC DATE OF NAME CHANGE: 19861214 8-K 1 c76297e8vk.htm FORM 8-K e8vk
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2003

 

Lifecore Biomedical, Inc.

(Exact name of Registrant as specified in its charter)

 

         
Minnesota   0-4136   41-0948334
(State or other jurisdiction of		  
(Commission File Number) 		 
(IRS Employer Identification No.)
incorporation or organization)        

 

     
3515 Lyman Boulevard    
Chaska, Minnesota   55318
(Address of principal executive		  
(Zip Code)
offices)    

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

 

SIGNATURE
EX-99.1 Press Rlease

Table of Contents

Item 7. Financial Statements and Exhibits.

     
Exhibit #   Description
99.1		  
Press Release of the registrant, dated April 15, 2003

Item 9. Regulation FD Disclosure.

     On April 15, 2003, Lifecore Biomedical, Inc., a Minnesota corporation (the “Company”), issued a press release stating “Lifecore Reports Third Quarter Financial Results”. The attached exhibit is furnished pursuant to Item 12 on Form 8-K.

     Reference is made to the Registrant's Press Release, dated April 15, 2003, which is included herewith as Exhibit 99.1. The attached Exhibit is furnished pursuant to Item 12 on Form 8-K.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
        LIFECORE BIOMEDICAL, INC.
         
         
Dated:   April 17, 2003   /s/ James W. Bracke
 
 		      
     James W. Bracke
             President & Chief Executive Officer

  EX-99.1 3 c76297exv99w1.txt EX-99.1 PRESS RLEASE LIFECORE REPORTS THIRD QUARTER FINANCIAL RESULTS CHASKA, MN. APRIL 15, 2003 -- LIFECORE BIOMEDICAL, INC. (NASDAQ:LCBM) today reported record quarterly revenue of $11,833,000 for the third quarter ended March 31, 2003, an increase of 15% from $10,254,000 reported for the same period of a year ago. Revenue for the current nine-month period also increased 15% to $31,067,000 compared to $27,072,000 reported for the nine-month period of a year ago. The Company reported record quarterly earnings of $947,000 or $0.07 per share, for the third quarter compared to a loss of $657,000, or $(0.05) per share, during the third quarter of a year ago. The Company also recorded earnings of $213,000, or $0.02 per share, for the current nine-month period compared to a loss of $4,669,000, or $(0.37) per share, in the nine-month period of a year ago. Additionally, Lifecore recorded positive cash flow from operations of $1,253,000 for the nine months ended March 31, 2003 and held cash and cash equivalents of $3,277,000 on that date. HYALURONAN DIVISION Hyaluronan Division third quarter revenue decreased 4% to $4,547,000 as compared to $4,717,000 reported for the third quarter of a year ago. Conversely, nine-month revenue increased 13% to a record $11,656,000 from the $10,270,000 reported for the nine-month period of a year ago. The year-over-year decrease in the third quarter was due to reduced veterinary hyaluronan product shipments. The year-over-year increase in the nine-month period was due to increased ophthalmic and orthopedic hyaluronan shipments. Operating income for the Hyaluronan Division increased over five-fold to $595,000 in the current three-month period compared to operating income of $93,000 for the same period of a year ago. Operating income of $732,000 was recorded for the nine-month period compared to an operating loss of $3,239,000 reported for the same period of a year ago. During the third quarter, the Company's ferric hyaluronan anti-adhesion product, GYNECARE INTERGEL* Adhesion Prevention Solution ("INTERGEL Solution"), was voluntarily withdrawn from the market. The withdrawal was made in order to assess - MORE - LIFECORE THIRD QUARTER 2003 FINANCIAL RESULTS--PAGE 2 post-marketing experience associated 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. The components of that review process have not yet been completely defined. Lifecore currently believes 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. Therefore, the change in market status of INTERGEL Solution will negatively impact the financial performance of this Division in future periods. In particular, INTERGEL Solution manufacturing has been suspended and will cause an increase in unused manufacturing capacity charges beginning with the current fiscal fourth quarter. ORAL RESTORATIVE DIVISION Oral Restorative Division third quarter revenue increased 32% to a record $7,286,000 compared to $5,537,000 for the period of a year ago. Current nine-month revenue increased 16% to $19,411,000 compared to $16,802,000 reported for the nine-month period of a year ago. Domestic and international revenues increased over the previous year in both reporting periods due to benefits obtained from past investments in sales and marketing infrastructure. Operating income of $377,000 was reported for third quarter compared to an operating loss of $544,000 for the same period of a year ago. A reduced operating loss of $177,000 was reported for the nine-month period compared to an operating loss of $899,000 for the same period of last year. FUTURE GUIDANCE Financial performances for the fourth quarter of fiscal 2003 and the first quarter of fiscal 2004 are expected to result in a loss ranging from $0.05 to $0.09 and $0.07 to $0.11 per share, respectively. This expectation reflects management's current understanding of the effects of the INTERGEL Solution sales suspension, increased unused capacity charges, and additional expenses for consulting and professional fees. Terms of the Company's INTERGEL Solution Supply Agreement require payment for outstanding firm purchase orders which is expected to result in INTERGEL Solution revenue to Lifecore of approximately $1,100,000 for the fourth quarter of fiscal 2003. Unused manufacturing capacity charges and increased operating expenses are expected to aggregate $1,300,000 for the fourth quarter of fiscal 2003. - MORE - LIFECORE THIRD QUARTER 2003 FINANCIAL RESULTS--PAGE 3 SAFE HARBOR STATEMENT Certain statements in this release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such statements may imply the accuracy of certain financial projections, the adequacy of cash flow, the successful market re-introduction of INTERGEL Solution, and the continued general regulatory and market acceptance of the Company's products and are subject to change. Because of numerous risks and uncertainties in Lifecore's business activity, actual results may differ materially from those implied. Investors are strongly cautioned to refer to more detailed discussions of those risks presented in the Company's periodic reports on Forms 10-Q and 10-K. Lifecore Biomedical develops, manufactures, and markets biomaterials and medical devices for various surgical markets. Additional Company news and general information are available at http://www.lifecore.com. Lifecore Biomedical's quarterly earnings conference call will be available online at www.lifecore.com and www.streetevents.com. The live web cast will begin at 3:45 PM, Central Daylight Time on Tuesday, April 15, 2003. The web cast replay will begin shortly after the completion of the live call. To access the telephone replay, call (719) 457-0820, passcode 746330. CONTACT: 952.368.4300 Jim Bracke, President and CEO Dennis J. Allingham, E.V.P. and CFO Colleen M. Olson, VP Corporate Administrative Operations *Trademark of ETHICON, INC. - MORE - LIFECORE BIOMEDICAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Nine Months Ended March 31, March 31, ---------------------------------------------------------------------------------- 2003 2002 2003 2002 --------------- -------------------- --------------------- ----------------------- Net sales $ 11,833,000 $ 10,254,000 $ 31,067,000 $ 27,072,000 Cost of goods sold 5,413,000 5,653,000 14,487,000 15,911,000 --------------- -------------------- --------------------- ----------------------- Gross profit 6,420,000 4,601,000 16,580,000 11,161,000 Operating expenses Research and development 890,000 1,057,000 2,858,000 3,820,000 Marketing and sales 3,154,000 2,778,000 9,059,000 7,913,000 General and administrative 1,404,000 1,217,000 4,108,000 3,566,000 --------------- -------------------- --------------------- ----------------------- 5,448,000 5,052,000 16,025,000 15,299,000 --------------- -------------------- --------------------- ----------------------- Operating income (loss) 972,000 (451,000) 555,000 (4,138,000) Other income (expense) Interest income 3,000 (26,000) 38,000 52,000 Interest expense (163,000) (178,000) (591,000) (571,000) Other 135,000 (2,000) 211,000 (12,000) --------------- -------------------- --------------------- ----------------------- (25,000) (206,000) (342,000) (531,000) --------------- -------------------- --------------------- ----------------------- Net income (loss) $ 947,000 $ (657,000) $ 213,000 $ (4,669,000) =============== ==================== ===================== ======================= Net income (loss) per share Basic $ 0.07 $ (0.05) $ 0.02 $ (0.37) =============== ==================== ===================== ======================= Diluted $ 0.07 $ (0.05) $ 0.02 $ (0.37) =============== ==================== ===================== ======================= Weighted average shares outstanding Basic 12,885,206 12,806,177 12,880,683 12,785,059 =============== ==================== ===================== ======================= Diluted 12,962,378 12,806,177 12,965,972 12,785,059 =============== ==================== ===================== =======================
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
March 31, June 30, 2003 2002 -------------------- --------------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 3,277,000 $ 2,528,000 Accounts receivable 7,253,000 7,882,000 Inventories 12,695,000 11,810,000 Prepaid expense 950,000 997,000 -------------------- --------------------- Total current assets 24,175,000 23,217,000 PROPERTY, PLANT AND EQUIPMENT, NET 25,431,000 26,794,000 LONG-TERM INVENTORY 2,873,000 3,317,000 OTHER ASSETS 6,411,000 6,768,000 -------------------- --------------------- $ 58,890,000 $ 60,096,000 ==================== ===================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities $ 3,993,000 $ 5,434,000 Long-term obligations 6,024,000 6,114,000 Shareholders' equity 48,873,000 48,548,000 -------------------- --------------------- $ 58,890,000 $ 60,096,000 ==================== =====================
-MORE- LIFECORE BIOMEDICAL, INC. Divisional Statements of Operations Three Months Ended March 31, (Unaudited)
HYALURONATE DIVISION ORAL RESTORATIVE DIVISION CONSOLIDATED --------------------------------- --------------------------------- --------------------------------- 2003 2002 2003 2002 2003 2002 ----------------- --------------- ----------------- --------------- --------------- ----------------- Net sales $ 4,547,000 $ 4,717,000 $ 7,286,000 $ 5,537,000 $ 11,833,000 $ 10,254,000 Cost of goods sold 2,619,000 3,278,000 2,794,000 2,375,000 5,413,000 5,653,000 ----------------- --------------- ----------------- --------------- --------------- ----------------- Gross profit 1,928,000 1,439,000 4,492,000 3,162,000 6,420,000 4,601,000 Operating expenses Research and development 668,000 815,000 222,000 242,000 890,000 1,057,000 Marketing and sales 164,000 54,000 2,990,000 2,724,000 3,154,000 2,778,000 General and administrative 501,000 477,000 903,000 740,000 1,404,000 1,217,000 ----------------- --------------- ----------------- --------------- --------------- ----------------- 1,333,000 1,346,000 4,115,000 3,706,000 5,448,000 5,052,000 ----------------- --------------- ----------------- --------------- --------------- ----------------- Operating income (loss) $ 595,000 $ 93,000 $ 377,000 $ (544,000) $ 972,000 $ (451,000) ================= =============== ================= =============== =============== =================
LIFECORE BIOMEDICAL, INC. Divisional Statements of Operations Nine Months Ended March 31, (Unaudited)
HYALURONATE DIVISION ORAL RESTORATIVE DIVISION CONSOLIDATED ------------------------------------ ------------------------------- -------------------------------- 2003 2002 2003 2002 2003 2002 ------------------ ----------------- ---------------- -------------- ----------------- -------------- Net sales $11,656,000 $ 10,270,000 $19,411,000 $ 16,802,000 $ 31,067,000 $ 27,072,000 Cost of goods sold 6,707,000 8,901,000 7,780,000 7,010,000 14,487,000 15,911,000 ------------------ ----------------- ---------------- -------------- ----------------- -------------- Gross profit 4,949,000 1,369,000 11,631,000 9,792,000 16,580,000 11,161,000 Operating expenses Research and development 2,171,000 3,132,000 687,000 688,000 2,858,000 3,820,000 Marketing and sales 517,000 183,000 8,542,000 7,730,000 9,059,000 7,913,000 General and administrative 1,529,000 1,293,000 2,579,000 2,273,000 4,108,000 3,566,000 ------------------ ----------------- ---------------- -------------- ----------------- -------------- 4,217,000 4,608,000 11,808,000 10,691,000 16,025,000 15,299,000 ------------------ ----------------- ---------------- -------------- ----------------- -------------- Operating income (loss) $ 732,000 $ (3,239,000) $ (177,000) $ (899,000) $ 555,000 $ (4,138,000) ================== ================= ================ ============== ================= ==============
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