Lifecore Biomedical (LCBM) 8-K Company Records Tax Benefit and Will Report Net Income Going Forward As If Fully Taxed

Exhibit 99.1

LIFECORE BIOMEDICAL REPORTS RECORD RESULTS FOR
FOURTH QUARTER and FULL YEAR ENDED JUNE 30, 2005

Company Records Tax Benefit and Will Report
Net Income Going Forward As If Fully Taxed

CHASKA, MN. – August 10, 2005 – LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM)today reported record net sales of $14.8 million in the fourth quarter ended June 30, 2005, an increase of 14 percent over net sales of $13.0 million in the fourth quarter of fiscal year 2004. Favorable foreign currency translation comparisons increased quarterly sales by $99,000.

Fiscal fourth quarter GAAP net income, including a non-recurring tax benefit, was $11,744,000, or $.87 per diluted share. This quarter was significantly impacted by the release of the deferred tax valuation allowance in the amount of $11,922,000. The fourth quarter includes income tax expense of $751,000 and additional income tax expense for the first three quarters of $1,717,000, both recorded at the annual effective rate of 33.3%. Excluding the effect of these tax adjustments, pro-forma fiscal fourth quarter net income was $2,290,000, or $.17 per diluted share, representing an increase of 129% compared to year ago GAAP net income of $1,002,000 (effective tax rate of 14.3%), or $.08 per diluted share. (See Disclosure of Pro-Forma Information and Reconciliation of GAAP Net Income to Pro-Forma Net Income Information later in this press release.)

For its fiscal year ended June 30, 2005, Lifecore had record net sales of $55.2 million, an increase of 17% over the $47.0 million in sales reported in fiscal year 2004. Favorable foreign currency translation comparisons increased sales for the year by $505,000.

Fiscal 2005 GAAP net income, including the previously mentioned non-recurring tax benefit, was $17,511,000, or $1.31 per diluted share. Pro-forma fiscal 2005 net income, excluding the one time tax benefit and the above mentioned tax adjustments, was $8,057,000, or $.60 per diluted share, compared to fiscal 2004 GAAP net income of $707,000, or $.05 per diluted share. (See Disclosure of Pro-Forma Information and Reconciliation of GAAP Net Income to Pro-Forma Net Income Information later in this press release.)

Dennis J. Allingham, President and CEO, commented, “I congratulate our employees on a strong finish to a record year. We began the year with the intent to grow the business double-digit and to leverage operations for enhanced profitability. We are obviously pleased with the fact that we did just that...at record levels.”

The Company’s continued improvement in financial performance was evidenced by another increase in its cash and cash equivalents balance, which reached $18.5 million at June 30, 2005 compared to $8.6 million at June 30, 2004.

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Hyaluronan Division

Net sales from the Hyaluronan Division for the fourth quarter were $4.3 million, an increase of 4% from the $4.1 million reported in the same quarter last year. Net sales for the fiscal year were a record $18.5 million compared to $15.7 million a year ago, an increase of $2.8 million or 18%. Growth in both the quarter and the fiscal year resulted from higher sales to ophthalmic and orthopedic customers offset partially by lower sales to veterinary customers.

The Hyaluronan Division reported operating income of $293,000 for the fourth quarter compared to an operating income of $490,000 in the fourth quarter of fiscal year 2004. Record operating income of $3.5 million was reported for fiscal year 2005 compared to an operating loss of $379,000 in fiscal year 2004. Included in the fiscal year 2004 results are one-time restructuring charges of $523,000.

Oral Restorative Division

The Oral Restorative Division posted its eighth consecutive quarter of double-digit sales growth. Net sales for the fourth quarter were a record $10.5 million, an increase of 18% from the $8.9 million recorded in the fourth quarter last year. Net sales for fiscal year 2005 were a record $36.7 million compared to $31.3 million in fiscal year 2004, an increase of 17% attributed to higher domestic and international sales. Favorable foreign currency translation comparisons increased sales by $99,000 and $505,000 for the quarterly and annual periods, respectively.

The Oral Restorative Division reported operating income of $1,818,000 for the fourth quarter compared to operating income of $698,000 in the fourth quarter of fiscal year 2004. Record operating income of $4.6 million was reported for the fiscal year compared to operating income of $1.1 million in fiscal year 2004. Included in the quarterly and annual results for the periods ended June 30, 2004 are one-time restructuring charges of $196,000 and $613,000, respectively.

Outlook

The Company expects fiscal year 2006 sales to increase 10 to 12 percent over fiscal year 2005 sales. Growth will be driven primarily by the Oral Restorative Division in the next fiscal year. Although the growth of the Hyaluronan Division will be limited in the first half of fiscal 2006, an acceleration is expected during calendar 2006 due to new customer contracts executed in fiscal year 2005 and the extension of existing customer contracts. The Company expects further improvement in profitability in fiscal 2006 with pretax income expected to increase 14 to 21 percent over fiscal 2005 pretax income. The Company expects fiscal 2006 earnings per diluted share of $.46 to $.49, reported as if fully taxed at a rate of 34%. The Company also noted that fiscal year 2006 guidance reflects the impact of expensing stock option grants, approximately $500,000, pursuant to FASB 123(R), effective July 1, 2005.

The Company expects sales of $12.6 to $13.0 million in the first quarter of fiscal year 2006 with earnings per diluted share of $.04 to $.06. The first quarter comparisons will be impacted by the aforementioned hyaluronan customer contracts and also seasonality associated with the Company’s oral restorative business.

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Mr. Allingham added, “Growth in fiscal 2006 will be derived primarily in the second half of the fiscal year fueled by new product introductions in the oral restorative business, while expenses are expected to be higher in the first half of the fiscal year to support the new product launches. The hyaluronan business expects its growth in fiscal 2006 to be derived primarily from recent partnerships, with minimal growth from established partnerships.”

Disclosure of Pro-Forma Information

Lifecore reports its financial results in accordance with generally accepted accounting principles (“GAAP”) and additionally on a non-GAAP basis referred to as pro-forma. These pro-forma measures are not in accordance with, nor are they a substitute for, GAAP measures and may not be consistent with the presentation used by other companies. Lifecore uses the pro-forma financial measures to evaluate and manage the Company’s operations. Lifecore is providing this information to investors and analysts to facilitate performance of additional financial analysis, because it is consistent with financial models and estimates published by securities analysts, and because Lifecore’s management also evaluates the Company’s performance on this basis. See the discussion below and the attached reconciliation of GAAP net income to pro-forma net income information for an explanation and quantification of amounts excluded from pro-forma basis results.

Reconciliation of GAAP Net Income to Pro-Forma Net Income Information

As a result of the Company’s profitability and outlook for future periods, the Company has concluded that it is likely to have sufficient taxable income in future periods to utilize its net operating loss (“NOL”) carry forwards. Prior to this quarter, these tax assets were reserved on the Company’s balance sheet in the form of a deferred tax valuation allowance. In accordance with GAAP, the Company has released $12.6 million of this valuation reserve of which $11.9 million, has been included in the Company’s fiscal fourth quarter and fiscal 2005 net income. The remaining $700,000 of the valuation allowance release, related to tax benefits associated with stock option exercises, was recorded as an increase in additional paid-in capital. Pro-forma fiscal 2005 fourth quarter and annual results assume a tax provision based upon alternative minimum taxes, state income taxes and foreign income taxes, which factors are consistent with fiscal 2004. Following the release of its valuation reserve, the Company will report its net income as if fully taxed. However, the Company will realize the cash benefit of these deferred assets through lower actual taxes paid in future periods until the tax carry forwards are exhausted.

Conference Call

As previously announced, the Company will host a conference call today at 3:45 p.m. Central Time to discuss fourth quarter and year-end results. A live web cast of the call is available through the Company’s website atwww.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.

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The webcast is also being distributed over CCBN’s Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through CCBN’s individual investor center atwww.fulldisclosure.com or by visiting any of the investor sites in CCBN’s Individual Investor Network. Institutional investors can access the call via CCBN’s password-protected event management site, StreetEvents (www.streetevents.com).

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

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 timing of orders from customers, continued market acceptance of the Company’s products, timing of regulatory approvals, success of new product development efforts, the likelihood and timing of the return of the Company’s adhesion prevention product to the market, 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:

Dennis J. Allingham, President and CEO, 952-368-4300
David M. Noel, Vice President of Finance and CFO, 952-368-4300

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Lifecore Biomedical, Inc.

Consolidated Statements of Operations
(Unaudited)

	Three Months Ended						Twelve Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
Net sales	$	14,799,000		$	12,994,000		$	55,221,000		$	47,036,000
Cost of goods sold		6,123,000			5,266,000			21,913,000			20,483,000
Gross profit		8,676,000			7,728,000			33,308,000			26,553,000
Operating expenses
Research and development		958,000			983,000			4,212,000			4,519,000
Marketing and sales		4,138,000			3,753,000			14,851,000			13,782,000
General and administrative		1,469,000			1,608,000			6,175,000			6,372,000
Restructuring charges		—			196,000	(3)		—			1,136,000	(4)
		6,565,000			6,540,000			25,238,000			25,809,000
Operating income		2,111,000			1,188,000			8,070,000			744,000
Other income (expense)
Interest income		108,000			8,000			217,000			52,000
Interest expense		(59,000	)		(160,000	)		(280,000	)		(642,000	)
Bond retirement expense		—			—			(290,000	)		—
Currency transaction gains (losses)		(21,000	)		59,000			299,000			650,000
Other		117,000			74,000			366,000			70,000
		145,000			(19,000	)		312,000			130,000
Income before income tax (benefit)		2,256,000			1,169,000	(3)		8,382,000			874,000	(4)
Income tax expense (benefit)		(9,488,000	)(1)		167,000			(9,129,000	)(2)		167,000
Net Income	$	11,744,000	(1)	$	1,002,000	(3)	$	17,511,000	(2)	$	707,000	(4)
Net income per share
Basic	$	0.90	(1)	$	0.08	(3)	$	1.35	(2)	$	0.05	(4)
Diluted	$	0.87	(1)	$	0.08	(3)	$	1.31	(2)	$	0.05	(4)
Weighted average shares outstanding
Basic		13,028,016			12,912,589			12,974,730			12,897,737
Diluted		13,544,347			12,971,547			13,344,642			12,957,726

(1)	-	Net income for the quarter was increased by a tax benefit resulting from the release of the valuation allowance of $11,922,000 or $.88 per diluted share and includes income tax expense of $751,000 applicable to fourth quarter operations and $1,717,000 to adjust tax expense for the first nine months to an annual effective rate of 33.3% compared to 14.3% in 2004.
(2)	-	Net income for the year was increased by a tax benefit resulting from the release of the valuation allowance of $11,922,000 or $.89 per diluted share and reported income tax expense was 33.3% compared to 19.1% in 2004.
(3)	-	Net income was reduced by restructuring charges of $196,000 or $.01 per share.
(4)	-	Net income was reduced by restructuring charges of $1,136,000 or $.09 per share.

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Lifecore Biomedical, Inc.

Condensed Consolidated Balance Sheets
(Unaudited)

	June 30,		June 30,
	2005		2004
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	18,508,000	$	8,553,000
Accounts receivable		10,171,000		8,626,000
Inventories		9,456,000		9,491,000
Deferred income taxes, net		4,190,000		—
Prepaid expense		780,000		705,000
Total current assets		43,105,000		27,375,000
PROPERTY, PLANT AND EQUIPMENT, NET		23,189,000		23,198,000
LONG-TERM INVENTORY		2,409,000		3,891,000
DEFERRED INCOME TAXES, NET		6,062,000		—
OTHER ASSETS		5,101,000		5,854,000
	$	79,866,000	$	60,318,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	6,916,000	$	5,683,000
Long-term obligations		5,089,000		5,809,000
Shareholders’ equity		67,861,000		48,826,000
	$	79,866,000	$	60,318,000

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Lifecore Biomedical, Inc.

Reconciliation of GAAP Net Income to Pro-Forma Net Income Information
(Unaudited)

	Three Months Ended					Twelve Months Ended
	June 30,					June 30,
Pro-forma 2005 net income without release of the	2005			2004		2005			2004
deferred tax valuation allowance:	Pro-Forma			As Reported		Pro-Forma			As Reported
Net income, as reported	$	11,744,000		$	1,002,000	$	17,511,000		$	707,000
Less: Tax benefit from release of Valuation Allowance		(11,922,000	)				(11,922,000	)
Add: Effect of deferred income taxes		2,468,000					2,468,000
2005 pro forma compared to reported net income for 2004	$	2,290,000		$	1,002,000	$	8,057,000		$	707,000
Pro forma net income per share
Basic	$	0.18		$	0.08	$	0.62		$	0.05
Diluted	$	0.17		$	0.08	$	0.60		$	0.05
Weighted average shares outstanding
Basic		13,028,016			12,912,589		12,974,730			12,897,737
Diluted		13,544,347			12,971,547		13,344,642			12,957,726

	Three Months Ended					Twelve Months Ended
	June 30,					June 30,
	2005			2004		2005			2004
Pro-forma 2005 net income if taxed at annual effective rate of 33.3%	Pro-Forma			As Reported		Pro-Forma			As Reported
Net income, as reported	$	11,744,000		$	1,002,000	$	17,511,000		$	707,000
Less: Tax benefit from release of Valuation Allowance		(11,922,000	)				(11,922,000	)
Add: Adjustment to tax expense for first nine months		1,717,000
2005 pro forma net income reported as if taxed at annual effective rate of 33.3% compared to reported net income for 2004	$	1,539,000		$	1,002,000	$	5,589,000		$	707,000
Pro forma net income per share
Basic	$	0.12		$	0.08	$	0.43		$	0.05
Diluted	$	0.11		$	0.08	$	0.42		$	0.05
Weighted average shares outstanding
Basic		13,028,016			12,912,589		12,974,730			12,897,737
Diluted		13,544,347			12,971,547		13,344,642			12,957,726

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Lifecore Biomedical, Inc.

Divisional Statements of Operations
Three Months Ended June 30,
(Unaudited)

	Hyaluronan Division				Oral Restorative Division				Consolidated
	2005		2004		2005		2004		2005		2004
Net sales	$	4,315,000	$	4,141,000	$	10,484,000	$	8,853,000	$	14,799,000	$	12,994,000
Cost of goods sold		2,633,000		2,196,000		3,490,000		3,070,000		6,123,000		5,266,000
Gross profit		1,682,000		1,945,000		6,994,000		5,783,000		8,676,000		7,728,000
Operating expenses
Research and development		622,000		712,000		336,000		271,000		958,000		983,000
Marketing and sales		137,000		112,000		4,001,000		3,641,000		4,138,000		3,753,000
General and administrative		630,000		631,000		839,000		977,000		1,469,000		1,608,000
Restructuring charges		—		—		—		196,000		—		196,000
		1,389,000		1,455,000		5,176,000		5,085,000		6,565,000		6,540,000
Operating income	$	293,000	$	490,000	$	1,818,000	$	698,000	$	2,111,000	$	1,188,000

Lifecore Biomedical, Inc.

Divisional Statements of Operations
Twelve Months Ended June 30,
(Unaudited)

	Hyaluronan Division					Oral Restorative Division				Consolidated
	2005		2004			2005		2004		2005		2004
Net sales	$	18,488,000	$	15,719,000		$	36,733,000	$	31,317,000	$	55,221,000	$	47,036,000
Cost of goods sold		9,119,000		9,183,000			12,794,000		11,300,000		21,913,000		20,483,000
Gross profit		9,369,000		6,536,000			23,939,000		20,017,000		33,308,000		26,553,000
Operating expenses
Research and development		3,073,000		3,467,000			1,139,000		1,052,000		4,212,000		4,519,000
Marketing and sales		512,000		508,000			14,339,000		13,274,000		14,851,000		13,782,000
General and administrative		2,299,000		2,417,000			3,876,000		3,955,000		6,175,000		6,372,000
Restructuring charges		—		523,000			—		613,000		—		1,136,000
		5,884,000		6,915,000			19,354,000		18,894,000		25,238,000		25,809,000
Operating income (loss)	$	3,485,000	$	(379,000	)	$	4,585,000	$	1,123,000	$	8,070,000	$	744,000

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