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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 at least the past 90 days.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

As of March 3, 2003, there were 21,107,517 shares of Common Stock and 157,726 shares of Convertible Preferred Stock, convertible into ten shares of Common Stock for each share of Preferred Stock, outstanding.

Facing sheet

Index

Part I.

Financial Information

Item 1.

a)                   Consolidated condensed balance sheets as of January 26, 2003 and October 27, 2002

b)                  Consolidated statements of operations for the three months ended January 26, 2003 and January 27, 2002

c)                   Consolidated statements of cash flows for the three months ended January 26, 2003 and January 27, 2002

d)                  Notes to consolidated financial statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II.

Other Information

Item 1.

Legal Proceedings

Item 2.

Changes in Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Submission of Matters to a Vote of Security Holders

Item 5.

Other Information

Item 6.

Exhibits and Reports on Form 8-K

a)                   Exhibits

b)                  Reports on Form 8-K

Signatures

January 26,
2003

October 27,
2002

(Unaudited)

Assets

Current Assets:

Cash and cash equivalents

$

5,339

$

7,849

Restricted cash

2,382

1,032

Accounts receivable, less allowance for doubtful accounts of $837 and $1,022 at January 26, 2003 and October 27, 2002

14,722

19,040

Inventory

17,266

10,121

Investment in farming activities

700

1,591

Notes and advances receivable

2,720

3,645

Notes receivable, related party

—

751

Prepaid expenses and other current assets

2,097

2,456

Total Current Assets

45,226

46,485

Property and equipment, net

19,202

19,902

Goodwill

25,733

25,733

Other intangible assets, net

11,732

11,747

Notes receivable

1,465

1,132

Restricted cash, non-current

—

1,350

Other assets

296

1,454

$

103,654

$

107,803

Liabilities and Shareholders’ Equity

Current Liabilities:

Accounts payable

$

10,362

$

11,512

Grower payables

1,001

6,460

Related party payables

174

450

Accrued compensation

1,312

1,518

Other accrued liabilities

4,314

7,771

Deferred revenue

15,404

3,215

Lines of credit

8,134

10,098

Current maturities of long term debt

2,255

2,193

Total Current Liabilities

42,956

43,217

Long term debt, less current maturities

3,922

5,252

Other liabilities

1,544

1,791

Minority interest

1,158

1,580

Total Liabilities

49,580

51,840

Shareholders’ Equity:

Preferred stock

5,420

14,461

Common stock

110,098

100,802

Accumulated deficit

(61,444

)

(59,300

)

Total Shareholders’ Equity

54,074

55,963

$

103,654

$

107,803

Three Months Ended

January 26,
2003

January 27,
2002

Revenues:

Product sales

$

34,203

$

32,924

Services revenue

5,996

6,094

Service revenue, related party

454

780

License fees

272

427

Research, development and royalty revenues

200

121

Total revenues

41,125

40,346