Lifecore Biomedical (LFCR) 8-K Landec Enters into Agreements with Monsanto Potentially Valued at Over $70 Million

Exhibit 99.2

LANDEC CORPORATION
UNAUDITED PRO FORMA
CONSOLIDATED STATEMENT OF OPERATIONS
Fiscal Year Ended May 28, 2006

(In thousands, except per share amounts)

				Pro Forma			Pro
	As Reported			Adjustments			Forma
				Debit (Credit)
Revenues
Product Sales	$	225,404		$	32,944	A	$	192,460
Services Revenue		—						—
Services Revenue, related party		3,725						3,725
License Fees		2,398						2,398
Research, Development and Royalty Revenues		162						162
Royalty Revenues, related party		264						264
Total Revenues		231,953			32,944			199,009
Costs of Revenues
Costs of Product Sales		184,345			(22,975	)  A		161,370
Costs of Product Sales, related party		4,559						4,559
Cost of Service Revenues		3,005						3,005
Total Cost of Revenues		191,909			(22,975	)		168,934
Gross Profit		40,044			(9,969	)		30,075
Operating Costs and Expenses
Research and Development		3,042						3,042
Selling, General and Administrative		27,979			(9,242	)  A		18,737
Total Operating Costs and Expenses		31,021			(9,242	)		21,779
Operating Income		9,023			(727	)		8,296
Interest Income		633			75	A		558
Interest Expense		(452	)		(152	)  A		(300	)
Minority Interest Expense		(529	)					(529	)
Other (Expense)/Income, net		(24	)		(1	)  A		(23	)
Net Income		8,651			(649	)		8,002
Basic Net Income Per Share	$	0.35		$	(0.03	)	$	0.33
Diluted Net Income Per Share	$	0.32		$	(0.03	)	$	0.29
Shares Used In Per Share Computation
Basic		24,553			24,553			24,553
Diluted		25,657			25,657			25,657

See accompanying notes.

LANDEC CORPORATION
UNAUDITED PRO FORMA
CONSOLIDATED STATEMENT OF OPERATIONS
Fiscal Quarter Ended August 27, 2006

(In thousands, except per share amounts)

	As			Pro Forma
	Reported			Adjustments			Pro Forma
				Debit (Credit)
Revenues
Product Sales	$	50,046		$	114	A	$	49,932
Services Revenue		—						—
Services Revenue, related party		843						843
License Fees		200						200
Research, Development and Royalty Revenues		50						50
Royalty Revenues, related party		8						8
Total Revenues		51,147			114			51,033
Costs of Revenues
Costs of Product Sales		43,288			(119	)  A		43,169
Costs of Product Sales, related party		1,549						1,549
Cost of Service Revenues		754						754
Total Cost of Revenues		45,591			(119	)		45,472
Gross Profit		5,556			5			5,561
Operating Costs and Expenses
Research and Development		784			—			784
Selling, General and Administrative		4,902			(2,249	)  A		2,653
Total Operating Costs and Expenses		5,686			(2,249	)		3,437
Operating Income		(130	)		2,254			2,124
Interest Income		236			41	A		195
Interest Expense		(70	)					(70	)
Minority Interest Expense		(18	)					(18	)
Other (Expense)/Income, net		(4	)		(4	)  A		(0	)
Net Income		14			2,217			2,231
Basic Net Income Per Share	$	0.00		$	0.09		$	0.09
Diluted Net Income Per Share	$	0.00		$	0.08		$	0.08
Shares Used In Per Share Computation
Basic		24,936			24,936			24,936
Diluted		24,936			26,233			26,233
LAI Net Income before intercompany
Intercompany Expense
Net Income (Loss)

See accompanying notes.

LANDEC CORPORATION
UNAUDITED PRO FORMA
CONSOLIDATED BALANCE SHEET
Fiscal Quarter Ended August 27, 2006

(In thousands, except per share amounts)

	As			Pro Forma
	Reported			Adjustments			Pro Forma
				Debit (Credit)
Assets
Current Assets
Cash and Cash Equivalents	$	14,363		$	48,585	B,C	$	62,948
Accounts Receivable, net of allowance		15,369			(933	)  C		14,436
Accounts Receivable, related party		410			—			410
Inventory		15,997			(8,531	)  C		7,466
Notes and Advances Receivable		223						223
Prepaid Expenses and Other Current Assets		1,826			(783	)  C		1,043
Total Current Assets		48,188			38,338			86,526
Property and Equipment, net		20,504			(2,268	)  C		18,236
Goodwill, net		29,507			(8,272	)  C		21,235
Trademarks, net		13,270			(5,043	)  C		8,227
Other Intangibles, net		822			(808	)  C		14
Notes Receivable		631						631
Other Assets		1,359						1,359
Total Assets	$	114,281		$	21,947		$	136,228
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts Payable	$	22,435		$	9,379	C	$	13,056
Related Party Payables		463			—			463
Accrued Compensation		1,001			274	C		727
Other Accrued Liabilities		2,425			47	C		2,378
Deferred Revenue		733			240	C		493
Current Maturities of Long Term Debt		45						45
Total Current Liabilities		27,102			9,940			17,162
Minority Interest		1,497			92	C		1,405
Total Liabilities		28,599			10,032			18,567
Shareholders’ Equity
Common Stock, $0.001 par value, 50,000,000 authorized, 24,989,192 issued and outstanding		126,907						126,907
Accumulated Deficit		(41,225	)		(31,979	)  A,B,C		(9,246	)
Total Shareholders’ Equity		85,682			(31,979	)		117,661
Total Liabilities and Shareholders’ Equity	$	114,281		$	(21,947	)	$	136,228

See accompanying notes.

Landec Corporation
Notes to Unaudited Pro forma Consolidated Financial Statements

Note 1 — Basis of Presentation

Pursuant to the Stock Purchase Agreement among American Seeds, Inc., a wholly owned subsidiary of Monsanto Company (“ASI”), Landec Corporation (“Landec”), and Landec Ag, Inc. (“Landec Ag”) dated December 1, 2006, Landec Ag completed the sale of its wholly owned subsidiary, FCD Holding Company (“FCD”), to ASI (the “Sale”).

After the transactions contemplated by the Stock Purchase Agreement, Landec Ag’s Intellicoat^® coating business will continue to supply polymer coatings to Monsanto Company (“Monsanto”) under a License, Supply and R&D Agreement by and among Landec, Landec Ag and Monsanto dated December 1, 2006, for five years. As a result of Landec Ag’s ongoing relationship with Monsanto, the sale of FCD does not meet the accounting requirements to be considered a discontinued operation thereby requiring presentation of the pro forma consolidated financial results in this report.

The unaudited pro forma consolidated statements of operations for the year ended May 28, 2006 and quarter ended August 27, 2006 include the historical consolidated statements of operations of Landec giving effect to the Sale as if it had occurred at the beginning of each of the periods presented. The unaudited pro forma consolidated statements of operations do not reflect any accounting entries related to the proceeds from the Sale or related tax effects. The unaudited pro forma consolidated balance sheet as of August 27, 2006 includes the historical consolidated balance sheet of Landec giving effect to the Sale as if it had occurred on August 27, 2006.

The unaudited pro forma consolidated financial statements are provided for informational purposes only. The adjustments in the pro forma consolidated financial information are based on available information and on assumptions with management believes are reasonable. The unaudited pro forma consolidated financial statements are not necessarily and should not be assumed to be an indication of the results that would have been achieved had the Sale been completed as of the dates indicated or that may be achieved in the future. The unaudited pro forma consolidated financial statements should be read in conjunction with the Consolidated Financial Statements, the Notes to the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Landec’s
Form 10-K for the fiscal year ended May 28, 2006 and the Form 10-Q for the fiscal quarter ended August 27, 2006.

Note 2 — Pro Forma Adjustments

A — Reflects the removal of FCD as if the Sale was consummated on May 30, 2005.

B — Reflects the increase in cash resulting from the Sale as if the Sale was consummated on August 27, 2006. The increase in cash of $49.6 million is comprised of the sale proceeds, without effect of any contingent payments that may be received upon achievement of future milestones, net of expected expenses relating to the Sale.

C — Reflects the removal of assets and liabilities of FCD as if the Sale was consummated on August 27, 2006.