8-K

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):October 13, 2004

Lifecore Biomedical, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota	0-4136	41-0948334
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3515 Lyman Boulevard
Chaska, Minnesota		55318
(Address of principal executive office)		(Zip Code)
Registrant’s telephone number, including area code:		952-368-4300
Not Applicable
(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release

Item 2.02 Results of Operations and Financial Condition

On October 13, 2004, Lifecore Biomedical, Inc. (“Lifecore”) issued a press release setting forth Lifecore’s fiscal 2005 first quarter financial results. A copy of Lifecore’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(c)  Exhibits

       The following exhibit is being furnished herewith:

99.1 Press release dated October 13, 2004

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: October 13, 2004	/s/ Dennis J. Allingham
	Dennis J. Allingham
	President & Chief Executive Officer

Exhibit Index

99.1 Press release dated October 13, 2004

EX-99.1

Exhibit 99.1

LIFECORE BIOMEDICAL REPORTS RESULTS FOR FIRST QUARTER ENDED SEPTEMBER 30, 2004

Company Posts Record Quarterly Net Income and Increases Fiscal Year 2005 Guidance

CHASKA, MN. — October 13, 2004 — LIFECORE BIOMEDICAL, INC. (Nasdaq: LCBM) today reported net sales of $12.2 million in the first quarter ended September 30, 2004, an increase of 23 percent over net sales of $9.9 million in the first quarter of fiscal year 2004. Favorable foreign currency translation comparisons increased quarterly sales by $132,000.

Record quarterly net income of $1,279,000, or $.10 per share, was posted for the quarter compared to a net loss of $843,000, or $.07 per share, in the quarter ended September 30, 2003.

Dennis J. Allingham, President and CEO, commented, “We are very pleased with the first quarter results. Sales for the quarter were strong in both divisions and the profitability reflects the leverage in our operating model. Our management team did an excellent job in driving top-line growth, improving gross margins and controlling operating expenses.”

The Company reported positive cash flow of $573,000 for the quarter ended September 30, 2004, resulting in a cash balance of $9.1 million at September 30, 2004.

Hyaluronan Division

Net sales from the Hyaluronan Division for the first quarter were $4.6 million, an increase of 30 percent from the $3.5 million reported in the same quarter a year ago. Sales in the ophthalmic and orthopedic segments reflected strong growth.

The business unit reported operating income of $1.3 million in the first quarter compared to an operating loss of $574,000 in the first quarter of fiscal year 2004. “Reduced operating expenses and unused manufacturing capacity charges, combined with the leverage afforded by increased sales, contributed to the significant improvement in operating performance,” said Mr. Allingham.

The Company announced on September 20, 2004 that it had secured the worldwide marketing rights to its ferric hyaluronan adhesion prevention product from Ethicon, Inc. Mr. Allingham added, “Our next steps will include meeting with the FDA to review the regulatory status of the product and seeking a new partner for marketing, sales and distribution.”

Oral Restorative Division

Net sales from the Oral Restorative Division for the first quarter were $7.6 million, an increase of 18 percent from the $6.4 million recorded in the first quarter last year. Strong domestic growth, associated with the recently introduced RENOVA™ Internal Hex Dental Implant System, contributed to the increased sales level. Favorable foreign currency translation comparisons increased sales by $132,000 for the quarter.

The business unit reported operating income of $360,000 for the first quarter compared to an operating loss of $241,000 in the first quarter of fiscal year 2004.

Mr. Allingham stated that, “Operating results reflect the favorable impact of the leverage afforded by increased sales.”

Industrial Revenue Bonds Refinanced

During the quarter, the Company issued variable rate industrial revenue bonds to refinance its 10.25% fixed rate industrial revenue bonds. The new variable rate bonds have an initial interest rate of 2.45%. An early redemption premium of $120,000 and the write-off of $170,000 in unamortized deferred financing costs were recorded in the first quarter as bond retirement expense.

David M. Noel, Vice President of Finance and CFO, said, “The Company expects to realize significant savings in interest expense in future periods as a result of this refinancing.”

Outlook

In view of the strong first quarter performance the Company has raised its guidance for the fiscal year. The Company now expects fiscal year 2005 sales to increase 11 to 13 percent over fiscal year 2004 sales with growth from both business units; an increase from the previous guidance of 10 to 12 percent. Earnings per share are now expected to be $.43 to $.49 compared to the previously issued guidance of $.38 to $.44.

The Company expects sales of $12.7 to $13.2 million in the second quarter of fiscal year 2005 with earnings per share of $.11 to $.13.

Conference Call

As previously announced, the Company will host a conference call today at 3:45 p.m. Central Time to discuss first quarter results. A live web cast of the call is available through the Company’s website at www.lifecore.com. After selecting the Investor Info tab, select CALENDAR OF EVENTS from the INVESTOR INFO & RESEARCH menu at the right side of the page and follow the instructions for participation. A replay of the web cast will be available shortly after completion of the call. To select the archived replay, select AUDIO ARCHIVES from the INVESTOR INFO & RESEARCH tools menu at the right side of the screen. The conference call will also be available at www.streetfusion.com.

The conference call may include forward-looking statements. See the cautionary information about such statements in the “Safe-Harbor Statement” section below.

— MORE —

Safe-Harbor Statement

Certain statements in this release regarding Lifecore’s anticipated future sales and financial results are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Numerous risks and uncertainties may affect whether such results are actually achieved. These include the likelihood and timing of the return of the Company’s adhesion prevention product to the market, the timing of orders from customers, continued market acceptance of the Company’s products, timing of regulatory approvals, success of new product development efforts, and other factors. These risks and uncertainties are more fully described in the Company’s Annual Report on Form 10-K, including Exhibit 99.1, for the fiscal year ending June 30, 2004, and other, more recent filings. Actual results may differ materially from anticipated results.

About Lifecore Biomedical

Lifecore Biomedical develops, manufactures, and markets biomaterials and medical devices for use in various surgical markets.

News and general information are available through the Company’s website at www.lifecore.com or by telephone at 952-368-4300.

Contact:	Lifecore Biomedical, Chaska
	Dennis J. Allingham, President and CEO, 952-368-4300
	David M. Noel, VP of Finance and CFO, 952-368-4300

— MORE —

Lifecore Biomedical, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

	September 30,		June 30,
	2004		2004
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	9,126,000	$	8,553,000
Accounts receivable		8,408,000		8,626,000
Inventories		10,436,000		9,491,000
Prepaid expense		923,000		705,000
Total current assets		28,893,000		27,375,000
PROPERTY, PLANT AND EQUIPMENT, NET		23,177,000		23,198,000
LONG-TERM INVENTORY		3,300,000		3,891,000
OTHER ASSETS		5,097,000		5,854,000
	$	60,467,000	$	60,318,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	4,934,000	$	5,683,000
Long-term obligations		5,330,000		5,809,000
Shareholders’ equity		50,203,000		48,826,000
	$	60,467,000	$	60,318,000

— MORE —

Lifecore Biomedical, Inc.
Consolidated Statements of Operations
(Unaudited)

	Three Months Ended
	September 30,
	2004			2003
Net sales	$	12,195,000		$	9,947,000
Cost of goods sold		4,986,000			4,769,000
Gross profit		7,209,000			5,178,000
Operating expenses
Research and development		848,000			1,259,000
Marketing and sales		3,215,000			3,173,000
General and administrative		1,467,000			1,561,000
		5,530,000			5,993,000
Operating income (loss)		1,679,000			(815,000	)
Other income (expense)
Interest, net		(103,000	)		(149,000	)
Bond retirement expense		(290,000	)		—
Currency transaction gains		85,000			125,000
Other		2,000			(4,000	)
		(306,000	)		(28,000	)
Income (loss) before income taxes		1,373,000			(843,000	)
Provision for income taxes		94,000			—
Net Income (loss)	$	1,279,000		$	(843,000	)
Net income (loss) per share
Basic	$	0.10		$	(0.07	)
Diluted	$	0.10		$	(0.07	)
Weighted average shares outstanding
Basic		12,932,606			12,889,113
Diluted		12,965,549			12,889,113

— MORE —

Lifecore Biomedical, Inc.
Divisional Statements of Operations
Three Months Ended September 30,
(Unaudited)

	Hyaluronan Division					Oral Restorative Division					Consolidated
	2004		2003			2004		2003			2004		2003
Net sales	$	4,637,000	$	3,558,000		$	7,558,000	$	6,389,000		$	12,195,000	$	9,947,000
Cost of goods sold		2,086,000		2,369,000			2,900,000		2,400,000			4,986,000		4,769,000
Gross profit		2,551,000		1,189,000			4,658,000		3,989,000			7,209,000		5,178,000
Operating expenses
Research and development		604,000		1,019,000			244,000		240,000			848,000		1,259,000
Marketing and sales		92,000		127,000			3,123,000		3,046,000			3,215,000		3,173,000
General and administrative		536,000		617,000			931,000		944,000			1,467,000		1,561,000
		1,232,000		1,763,000			4,298,000		4,230,000			5,530,000		5,993,000
Operating income (loss)	$	1,319,000	$	(574,000	)	$	360,000	$	(241,000	)	$	1,679,000	$	(815,000	)

— END —