View Filing Data

Prepaid expenses and other current assets

1,800

1,582

^[1]

4,217

2,856

^[1]

Total Current Assets

85,540

85,660

^[1]

Investment in non-public company, non-fair value

793

^[1]

Investment in non-public company, fair value

37,300

29,600

^[1]

Property and equipment, net

70,024

65,811

^[1]

Goodwill, net

49,620

^[1]

Trademarks/tradenames, net

48,428

^[1]

Customer relationships, net

9,163

9,606

^[1]

Other assets

1,388

1,424

^[1]

Total Assets

302,256

290,942

^[1]

Current Liabilities:

Accounts payable

34,519

31,470

^[1]

Related party accounts payable

242

786

^[1]

Accrued compensation

3,315

4,984

^[1]

Other accrued liabilities

4,508

2,332

^[1]

Deferred revenue

1,282

1,248

^[1]

Lines of credit

1,000

4,000

^[1]

Current portion of long-term debt

5,989

5,933

^[1]

Total Current Liabilities

50,855

50,753

^[1]

Long-term debt, less current portion

31,188

34,372

^[1]

Other non-current liabilities

28,322

24,054

^[1]

1,625

1,349

^[1]

Total Liabilities

111,990

110,528

^[1]

Total Stockholders’ Equity:

Common stock, $0.001 par value; 50,000,000 shares authorized; 26,650,586 and 26,402,247 shares issued and outstanding at November 24, 2013 and May 26, 2013, respectively

^[1]

Additional paid-in capital

128,031

126,258

^[1]

Retained earnings

60,612

52,409

^[1]

Total Stockholders’ Equity

188,670

178,693

^[1]

Non controlling interest

1,596

1,721

^[1]

Total Equity

190,266

180,414

^[1]

Total Liabilities and Stockholders’ Equity

$ 302,256

$ 290,942

^[1]

[1]	Derived from audited financial statements.

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
$ in Thousands

Nov. 24, 2013

May 26, 2013

^[1]

Allowance for doubtful accounts (in Dollars)

$ 430

$ 583

Common stock, par value (in Dollars per share)

$ 0.001

Common stock, shares authorized (in Shares)

50,000,000

Common stock, shares issued (in Shares)

26,650,586

26,402,247

Common stock, shares outstanding (in Shares)

26,650,586

26,402,247

[1]	Derived from audited financial statements.

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands	3 Months Ended		6 Months Ended
	Nov. 24, 2013	Nov. 25, 2012	Nov. 24, 2013	Nov. 25, 2012
Revenues:
Product sales	$ 119,551,000	$ 114,091,000	$ 228,480,000	$ 215,394,000
Services revenue, related party	475,000	563,000	1,025,000	1,334,000
Total revenues	120,026,000	114,654,000	229,505,000	216,728,000
Cost of revenue:
Cost of product sales	105,890,000	95,707,000	202,320,000	183,371,000
Cost of services revenue	402,000	488,000	919,000	1,135,000
Total cost of revenue	106,292,000	96,195,000	203,239,000	184,506,000
Gross profit	13,734,000	18,459,000	26,266,000	32,222,000
Operating costs and expenses:
Research and development	1,919,000	2,113,000	3,845,000	4,317,000
Selling, general and administrative	8,639,000	9,186,000	17,269,000	17,742,000
Change in value of contingent consideration		(3,933,000)		(3,933,000)
Total operating costs and expenses	10,558,000	7,366,000	21,114,000	18,126,000
Operating income	3,176,000	11,093,000	5,152,000	14,096,000
Dividend income	281,000	281,000	563,000	563,000
Interest income	46,000	33,000	105,000	58,000
Interest expense	(436,000)	(498,000)	(867,000)	(1,039,000)
Other income	2,300,000	983,000	7,700,000	5,241,000
Net income before taxes	5,367,000	11,892,000	12,653,000	18,919,000
Income tax expense	(1,874,000)	(2,920,000)	(4,349,000)	(5,484,000)
Consolidated net income	3,493,000	8,972,000	8,304,000	13,435,000
Non controlling interest	(42,000)	(59,000)	(101,000)	(156,000)
Net income and comprehensive income applicable to common stockholders	$ 3,451,000	$ 8,913,000	$ 8,203,000	$ 13,279,000
Basic net income per share (in Dollars per share)	$ 0.13	$ 0.35	$ 0.31	$ 0.52
Diluted net income per share (in Dollars per share)	$ 0.13	$ 0.34	$ 0.30	$ 0.50
Shares used in per share computation
Basic (in Shares)	26,571	25,747	26,512	25,709
Diluted (in Shares)	27,070	26,539	27,081	26,387

Consolidated Statements of Cash Flows (Unaudited) - USD ($)

6 Months Ended

Nov. 24, 2013

Nov. 25, 2012

Earnout [Member]

Adjustments to reconcile net income to net cash provided by operating activities:

Contingent Consideration

$ (3,933,000)

Change In Value [Member]

Adjustments to reconcile net income to net cash provided by operating activities:

Contingent Consideration

3,933,000

Marketable Maturities [Member]

Cash flows from investing activities:

Proceeds from maturities of marketable securities

$ 2,962,000

500,000

Consolidated net income

8,304,000

13,435,000

Depreciation and amortization

3,787,000

3,661,000

Stock-based compensation expense

639,000

671,000

Tax benefit from stock-based compensation expense

(175,000)

(1,814,000)

Loss on disposal of property and equipment

124,000

180,000

Change in investment in non-public company (fair market value)

4,050,000

3,039,000

Contingent Consideration

(3,933,000)

(7,700,000)

(5,252,000)

Accounts receivable, net

(5,673,000)

(8,644,000)

Accounts receivable, related party

540,000

10,000

Income taxes receivable

262,000

1,840,000

Inventories, net

(2,752,000)

(2,391,000)

Prepaid expenses and other current assets

(1,361,000)

(436,000)

Accounts payable

3,049,000

3,300,000

Related party accounts payable

(544,000)

(351,000)

Accrued compensation

(743,000)

(1,223,000)

Other accrued liabilities

2,452,000

(616,000)

Deferred revenue

34,000

908,000

Net cash provided by operating activities

4,293,000

2,384,000

Purchases of property and equipment

(7,681,000)

(3,280,000)

Purchase of marketable securities

(1,417,000)

(2,459,000)

Net cash used in investing activities

(6,136,000)

(5,239,000)

Cash flows from financing activities:

Proceeds from sale of common stock

1,253,000

651,000

Taxes paid by Company for stock swaps and RSUs

(1,219,000)

(49,000)

Tax benefit from stock-based compensation expense

175,000

1,814,000

Earn out payment from Lifecore acquisition

(9,650,000)

Payments on long-term debt

(3,128,000)

(3,090,000)

Payments on lines of credit

(3,000,000)

(4,166,000)

Decrease in other assets

36,000

345,000

Payments to minority interest holders

(226,000)

(321,000)

Net cash used in financing activities

(6,109,000)

(14,466,000)

Net decrease in cash and cash equivalents

(7,952,000)

(17,321,000)

Cash and cash equivalents at beginning of period

13,718,000

^[1]

22,177,000

Cash and cash equivalents at end of period

$ 5,766,000

$ 4,856,000

[1]	Derived from audited financial statements.

Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Nov. 24, 2013

Accounting Policies [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

1. Organization, Basis of Presentation and Summary of Significant Accounting Policies

Organization

Landec Corporation and its subsidiaries (“Landec” or the “Company”) design, develop, manufacture and sell differentiated products for food and biomaterials markets and license technology applications to partners. The Company has two proprietary polymer technology platforms: 1) Intelimer® polymers, and 2) hyaluronan (“HA”) biopolymers. The Company sells specialty packaged branded Eat Smart® and GreenLine® and private label fresh-cut vegetables and whole produce to retailers, club stores and foodservice operators, primarily in the United States, Canada and Asia through its Apio, Inc. (“Apio”) subsidiary and sells HA-based biomaterials through its Lifecore Biomedical, Inc. (“Lifecore”) subsidiary. The Company’s HA biopolymers are proprietary in that they are specially formulated for specific customers to meet strict regulatory requirements. The Company’s polymer technologies, along with its customer relationships and trade names, are the foundation, and a key differentiating advantage upon which Landec has built its business.

Basis of Presentation

The accompanying unaudited consolidated financial statements of Landec have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) have been made which are necessary to present fairly the financial position at November 24, 2013 and the results of operations and cash flows for all periods presented. Although Landec believes that the disclosures in these financial statements are adequate to make the information presented not misleading, certain information normally included in financial statements and related footnotes prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission. The accompanying financial data should be reviewed in conjunction with the audited financial statements and accompanying notes included in Landec's Annual Report on Form 10-K for the fiscal year ended May 26, 2013.

The results of operations for the six months ended November 24, 2013 are not necessarily indicative of the results that may be expected for an entire fiscal year because there is some seasonality in Apio’s food business, particularly, Apio’s Food Export business and the order patterns of Lifecore’s customers which may lead to significant fluctuations in Landec’s quarterly results of operations.

Basis of Consolidation

The consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles and include the accounts of Landec Corporation and its subsidiaries, Apio and Lifecore. All material inter-company transactions and balances have been eliminated.

Arrangements that are not controlled through voting or similar rights are reviewed under the guidance for variable interest entities (“VIEs”). A company is required to consolidate the assets, liabilities and operations of a VIE if it is determined to be the primary beneficiary of the VIE.

An entity is a VIE and subject to consolidation, if by design: a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders or b) as a group the holders of the equity investment at risk lack any one of the following three characteristics: (i) the power, through voting rights or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity. The Company reviewed the consolidation guidance and concluded that its partnership interest in Apio Cooling and its equity investments in non-public companies are not VIEs.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates that require management’s most significant and subjective judgments include revenue recognition; sales returns and allowances; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived assets; the valuation of intangible assets and inventory; the valuation of investments; and the valuation and recognition of stock-based compensation.

These estimates involve the consideration of complex factors and require management to make judgments. The analysis of historical and future trends can require extended periods of time to resolve and is subject to change from period to period. The actual results may differ from management’s estimates.

Cash and Cash Equivalents

The Company records all highly liquid securities with three months or less from date of purchase to maturity as cash equivalents. Cash equivalents consist mainly of certificate of deposits (CDs), money market funds and U.S. Treasuries. The market value of cash equivalents approximates their historical cost given their short-term nature.

Marketable Securities

Short-term marketable securities consist of CDs that are FDIC insured and single A or better rated corporate and municipal bonds with original maturities of more than three months at the date of purchase regardless of the maturity date. The Company classifies all debt securities with readily determined market values as “available for sale.” The aggregate amount of CDs included in marketable securities at November 24, 2013 and May 26, 2013 was zero and $701,000, respectively. The contractual maturities of the Company’s marketable securities that are due in less than one year represented zero and $1.3 million of its marketable securities as of November 24, 2013 and May 26, 2013, respectively. The contractual maturities of the Company’s marketable securities that are due in one to two years represented zero and $251,000 of its marketable securities as of November 24, 2013 and May 26, 2013, respectively. Investments in marketable securities are carried at fair market value with unrealized gains and losses reported as other income. The cost of debt securities is adjusted for amortization of premiums and discounts to maturity. This amortization is recorded to interest income. Realized gains and losses on the sale of available-for-sale securities are also recorded to interest income. During the three and six months ended November 24, 2013 and November 25, 2012, the Company did not sell any marketable securities. The cost of securities sold is based on the specific identification method.

Financial Instruments

The Company’s financial instruments are primarily composed of marketable securities, commercial-term trade payables, grower advances, notes receivable and debt instruments. For short-term instruments, the historical carrying amount approximates the fair value of the instrument. The fair value of long-term debt and lines of credit approximates their carrying value. Fair values for long-term financial instruments not readily marketable are estimated based upon discounted future cash flows at prevailing market interest rates. Based on these assumptions, management believes the fair market values of the Company’s financial instruments are not materially different from their recorded amounts as of November 24, 2013 and May 26, 2013.

Investments in Non-Public Companies

The Company’s investment in Aesthetic Sciences Corporation (“Aesthetic Sciences”), which is reported as an investment in non-public company, non-fair value, in the accompanying Consolidated Balance Sheets, is carried at cost and adjusted for impairment losses. Since there is no readily available market value information, the Company periodically reviews this investment to determine if any other than temporary declines in value have occurred based on the financial stability and viability of Aesthetic Sciences.

On February 15, 2011, the Company made an investment in Windset Holdings 2010 Ltd., a Canadian corporation (“Windset”), which is reported as an investment in non-public company, fair value, in the accompanying Consolidated Balance Sheets as of November 24, 2013 and May 26, 2013. The Company has elected to account for its investment in Windset under the fair value option (see Note 4).

Intangible Assets

The Company’s intangible assets are comprised of customer relationships with a finite estimated useful life of twelve to thirteen years and trademarks, trade names and goodwill with indefinite lives.

Finite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not be recoverable. Indefinite lived intangible assets are reviewed for impairment at least annually, in accordance with accounting guidance. For non-goodwill indefinite-lived intangible assets, the Company performs a qualitative analysis in accordance with ASC 350-30-35. For goodwill, the Company performs a quantitative analysis in accordance with ASC 350-20-35.

Partial Self-Insurance on Employee Health Plan

The Company provides health insurance benefits to eligible employees under a self-insured plan whereby the Company pays actual medical claims subject to certain stop loss limits. The Company records self-insurance liabilities based on actual claims filed and an estimate of those claims incurred but not reported. Any projection of losses concerning the Company's liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors such as inflation rates, changes in severity, benefit level changes, medical costs, and claims settlement patterns. This self-insurance liability is included in accrued liabilities and represents management's best estimate of the amounts that have not been paid as of November 24, 2013. It is reasonably possible that the expense the Company ultimately incurs could differ and adjustments to future reserves may be necessary.

Fair Value Measurements

The Company uses fair value measurement accounting for financial assets and liabilities and for financial instruments and certain other items measured at fair value. The Company has elected the fair value option for its investment in a non-public company (see Note 4). The Company has not elected the fair value option for any of its other eligible financial assets or liabilities.

The accounting guidance established a three-tier hierarchy for fair value measurements, which prioritizes the inputs used in measuring fair value as follows:

Level 1 – observable inputs such as quoted prices for identical instruments in active markets.

Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data.

Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions.

As of November 24, 2013, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis, including marketable securities, interest rate swap and a minority interest investment in Windset.

The fair value of the Company’s marketable securities is determined based on observable inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, the Company has categorized its marketable securities as a Level 1 measurement.

The fair value of the Company’s interest rate swap is determined based on model inputs that can be observed in a liquid market, including yield curves, and is categorized as a Level 2 measurement.

The Company has elected the fair value option of accounting for its investment in Windset. The calculation of fair value utilizes significant unobservable inputs in the discounted cash flow models, including projected cash flows, growth rates and discount rates. As a result, the Company’s investment in Windset is considered to be a Level 3 measurement investment. The change in the fair market value of the Company’s investment in Windset for the three and six months ended November 24, 2013 was due to the Company’s 20.1% minority interest in the change in the fair market value of Windset during those periods. In determining the fair value of the investment in Windset, the Company utilizes the following significant unobservable inputs in the discounted cash flow models:

	At November 24, 2013			At May 26, 2013
Annual consolidated revenue growth rates		3%		3%	to	9%
Annual consolidated expense growth rates		3%		3%	to	8%
Consolidated income tax rate		15%			15%
Consolidated discount rates	16%	to	22%	18%	to	28%

The revenue growth, expense growth and income tax rate assumptions, consider the Company's best estimate of the trends in those items over the discount period. The discount rate assumption takes into account the risk-free rate of return, the market equity risk premium and the company’s specific risk premium (collectively the “Discount rate”) and then applies an additional discount for lack of marketability of the underlying securities. The discounted cash flow valuation model used by the Company has the following sensitivity to changes in inputs and assumptions (in thousands):

	Impact on value of Windset investment as of November 24, 2013
10% increase in annual revenue growth rates	$	1,900
10% increase in annual expense growth rates	$	(1,200	)
10% increase in income tax rates	$	(100	)
10% increase in discount rate	$	(1,600	)

Imprecision in estimating unobservable market inputs can affect the amount of gain or loss recorded for a particular position. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

The following table summarizes the fair value of the Company’s assets and liabilities that are measured at fair value on a recurring basis, as of November 24, 2013 and May 26, 2013 (in thousands):

	Fair Value at November 24, 2013						Fair Value at May 26, 2013
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets:
Marketable securities	$	-	$	-	$	-	$	1,545	$	-	$	-
Investment in private company		-		-		37,300		-		-		29,600
Total	$	-	$	-	$	37,300	$	1,545	$	-	$	29,600

Liabilities:
Interest rate swap	$	-	$	95	$	-	$	-	$	163	$	-
Total	$	-	$	95	$	-	$	-	$	163	$	-

Revenue Recognition

The Company recognizes revenue when the earnings process is complete, as evidenced by an agreement with the customer, transfer of title, and acceptance, if applicable, as well as fixed pricing and probable collectability. The Company records pricing allowances, including discounts based on arrangements with customers, as a reduction to both accounts receivable and net revenue.

When a sales arrangement contains multiple elements, the Company allocates revenue to each element based on a selling price hierarchy. The relative selling price for a deliverable is based on its vendor-specific objective evidence (VSOE), if available, third-party evidence (TPE), if VSOE is not available, or estimated selling price, if neither VSOE nor TPE is available. The Company then recognizes revenue on each deliverable in accordance with its policies for product and service revenue recognition. The Company is not typically able to determine VSOE or TPE, and therefore, uses estimated selling prices to allocate revenue between the elements of the arrangement.

The Company limits the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services or future performance obligations or subject to customer-specific cancellation rights. The Company evaluates each deliverable in an arrangement to determine whether they represent separate units of accounting. A deliverable constitutes a separate unit of accounting when it has stand-alone value, and for an arrangement that includes a general right of return relative to the delivered products or services, delivery or performance of the undelivered product or service is considered probable and is substantially controlled by the Company. The Company considers a deliverable to have stand-alone value if the product or service is sold separately by the Company or another vendor or could be resold by the customer. Further, the revenue arrangements generally do not include a general right of return relative to the delivered products. Where the aforementioned criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition. The Company allocates the total arrangement consideration to each separable element of an arrangement based upon the relative selling price of each element. Allocation of the consideration is determined at arrangement inception on the basis of each unit’s relative selling price. In instances where the Company has not established fair value for any undelivered element, revenue for all elements is deferred until delivery of the final element is completed and all recognition criteria are met.

Recently Adopted Accounting Standards

Unrecognized Tax Benefit

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force) ("ASU 2013-11"), which provides that a liability related to an unrecognized tax benefit would be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations in which a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the tax law of the jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit will be presented in the financial statements as a liability and will not be combined with deferred tax assets. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. ASU 2013-11 is effective for fiscal years and interim periods beginning after December 15, 2013, with early adoption permitted. The Company has early adopted this standard and such adoption did not have a significant impact on the Company’s financial position or results of operations.

Note 2 - Acquisitions

6 Months Ended

Nov. 24, 2013

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

2. Acquisition of GreenLine Holding Company

On April 23, 2012 (the “GreenLine Acquisition Date”), Apio acquired all of the outstanding equity of GreenLine Holding Company (“GreenLine”) pursuant to a Stock Purchase Agreement (the “GreenLine Purchase Agreement”) in order to expand its product offerings and enter into new markets such as foodservice. GreenLine, headquartered in Bowling Green, Ohio, was a privately-held company and is the leading processor and marketer of value-added, fresh-cut green beans in North America. GreenLine has four processing plants one each in Ohio, Pennsylvania, Florida and California and distribution centers in New York and South Carolina.

The acquisition date fair value of the total consideration transferred was $66.8 million, which consisted of the following (in thousands):

Cash	$	62,900
Contingent consideration		3,933
Total	$	66,833

The assets and liabilities of GreenLine were recorded at their respective estimated fair values as of the date of the acquisition using generally accepted accounting principles for business combinations. The excess of the purchase price over the fair value of the net identifiable assets acquired has been allocated to goodwill. Goodwill represents a substantial portion of the acquisition proceeds because of the workforce in-place at acquisition and because of GreenLine’s long history and future prospects. Management believes that there is further growth potential by extending GreenLine’s product lines into new channels, such as club stores.

The following table summarizes the estimated fair values of GreenLine’s assets acquired and liabilities assumed and related deferred income taxes, effective April 23, 2012, the date the Company obtained control of GreenLine (in thousands).

Accounts receivable, net	$	7,057
Inventories, net		1,409
Property and equipment		11,669
Other tangible assets		306
Intangible assets		43,500
Total identifiable assets acquired		63,941
Accounts payable and other liabilities		(8,391	)
Deferred taxes		(1,875	)
Total liabilities assumed		(10,266	)
Net identifiable assets acquired		53,675
Goodwill		13,158
Net assets acquired	$	66,833

The Company used a combination of the market and cost approaches to estimate the fair values of the GreenLine assets acquired and liabilities assumed.

Intangible Assets

The fair value of indefinite and finite-lived intangible assets was determined using a discounted cash flow (DCF) model, under an income valuation methodology, based on management’s five-year projections of revenues, gross profits and operating profits by fiscal year and assumed a 40% effective tax rate for each year. Management took into account the historical trends of GreenLine and the industry categories in which GreenLine operates along with inflationary factors, current economic conditions, new product introductions, cost of sales, operating expenses, capital requirements and other relevant data when developing its projection. The Company believes that the level and timing of cash flows appropriately reflect market participant assumptions. The projected cash flows from these intangibles were based on key assumptions such as estimates of revenues and operating profits related to the intangibles over their respective forecast periods. The resultant cash flows were then discounted using a rate the Company believes is appropriate given the inherent risks associated with each intangible asset and reflect market participant assumptions.

The Company identified two intangible assets in connection with the GreenLine acquisition: tradenames and trademarks valued at $36.0 million, which are considered to be indefinite life assets and therefore, will not be amortized; and customer base valued at $7.5 million with a thirteen year useful life. The tradename/trademark intangible asset was valued using the relief from royalty valuation method and the customer relationship intangible asset was valued using the distributor method.

Goodwill

The excess of the consideration transferred over the fair values assigned to the assets acquired and liabilities assumed was $13.2 million on the closing date, which represents the goodwill amount resulting from the acquisition which can be attributable to GreenLine’s long history, future prospects and the expected operating synergies from combining GreenLine with Apio’s fresh-cut, value-added vegetable business. None of the goodwill is expected to be deductible for income tax purposes. The Company tests goodwill for impairment on an annual basis or sooner, if indicators of impairment are present.

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7008-128479

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
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Disclosure Text Block Supplement [Abstract]

Note 3 - Sale of Landec Ag

6 Months Ended

Nov. 24, 2013

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

3. Sale of Landec Ag

On June 24, 2012, Landec entered into a stock purchase agreement and two licensing agreements (see Note 5) with INCOTEC^® Coating and Seed Technology Companies (“INCOTEC”), a leading provider of seed and coating technology products and services to the seed industry.

In the stock purchase agreement, Landec sold its equity interest in its seed subsidiary, Landec Ag LLC, to INCOTEC for $600,000, which resulted in a gain of $400,000. Under accounting guidance, because the stock purchase agreement was entered into at the same time the license agreements were consummated (a multiple element agreement), a portion of the gain, or $300,000, has been deferred and will be recognized as revenue monthly from the sale date over the seven year life of the Pollinator Plus® license agreement (see Note 5). The remaining $100,000 of the gain was recognized during the first quarter of fiscal year 2013.

Note 4 - Investments in Non-public Companies

6 Months Ended

Nov. 24, 2013

Investment Holdings [Abstract]

Investment Holdings [Text Block]

4. Investments in non-public companies

In December 2005, Landec entered into a licensing agreement with Aesthetic Sciences for the exclusive rights to use Landec's Intelimer® materials technology for the development of dermal fillers worldwide under the agreement. The Company received shares of preferred stock in exchange for the license with a valuation of $1.8 million. Aesthetic Sciences sold the rights to its Smartfil™ Injector System on July 16, 2010. Landec has evaluated its investment in Aesthetic Sciences for impairment, utilizing a discounted cash flow analysis under the terms of the purchase agreement. Based on the terms of the sale, the Company determined that its investment was other than temporarily impaired and therefore, recorded an impairment charge of $1.0 million as of May 30, 2010. The Company’s carrying value of its investment in Aesthetic Sciences is $793,000 as of November 24, 2013 and May 26, 2013. No additional impairment has been determined for the Company’s investment in Aesthetic Sciences.

On February 15, 2011, Apio entered into a share purchase agreement (the “Windset Purchase Agreement”) with Windset. Pursuant to the Windset Purchase Agreement, Apio purchased 150,000 senior preferred shares for $15 million and 201 common shares for $201 that were issued by Windset (the “Purchased Shares”). The Company’s common shares represent a 20.1% interest in Windset. The non-voting senior preferred shares yield a cash dividend of 7.5% annually. The dividend is payable within 90 days of each anniversary of the execution of the Windset Purchase Agreement and the first two dividend payments of $1.1 million were made in May 2012 and May 2013. The Windset Purchase Agreement includes a put and call option, which can be exercised on the sixth anniversary of the Windset Purchase Agreement whereby Apio can exercise the put to sell its Purchased Shares to Windset, or Windset can exercise the call to purchase the Purchased Shares from Apio, in either case, at a price equal to 20.1% of the appreciation in the fair market value of Windset from the date of the Company’s investment through the put and call date, plus the purchase price of the Purchased Shares. Under the terms of the arrangement with Windset, the Company is entitled to designate one of five members on the Board of Directors of Windset.

The investment in Windset does not qualify for equity method accounting as the investment does not meet the criteria of in-substance common stock due to returns through the annual dividend on the non-voting senior preferred shares that are not available to the common stock holders. As the put and call options require the Purchased Shares to be put or called in equal proportions, the Company has deemed that the investment, in substance, should be treated as a single security for purposes of accounting. The Company has adopted fair value option in the accounting for its investment in Windset effective on the acquisition date. The fair value of the Company’s investment in Windset utilizes significant unobservable inputs in the discounted cash flow models, including projected cash flows, revenue/expense growth rates and discount rates (see Note 1) and is therefore considered a Level 3 investment for fair value measurement purposes. The Company believes that reporting its investment at fair value provides its investors with useful information on the performance of the Company’s investment and the anticipated appreciation in value as Windset expands its business.

The fair value of the Company’s investment in Windset was determined utilizing a discounted cash flow model based on projections developed by Windset, and considers the put and call conversion options. These features impact the duration of the cash flow utilized to derive the estimated fair value of the investment. Assumptions included in the discounted cash flow model will be evaluated quarterly based on Windset’s actual and projected operating results to determine the change in fair value.

During the three and six months ended November 24, 2013 and November 25, 2012, the Company recorded $281,000 and $563,000, respectively, in dividend income. The change in the fair market value of the Company’s investment in Windset for the three months ended November 24, 2013 and November 25, 2012 was $2.3 million and $1.0 million, respectively, and is included in other income in the Consolidated Statements of Comprehensive Income. The change in the fair market value of the Company’s investment in Windset for the six months ended November 24, 2013 and November 25, 2012 was $7.7 million and $5.3 million, respectively, and is included in other income in the Consolidated Statements of Comprehensive Income.

The Company also entered into an exclusive license agreement with Windset, which was executed in June 2010, prior to contemplation of Apio’s investment in Windset (see Note 5).

Note 5 - Collaborative Agreements

6 Months Ended

Nov. 24, 2013

License Agreements [Abstract]

License Agreements [Text Block]

5. Collaborative Agreements

INCOTEC

In connection with the sale of Landec Ag to INCOTEC on June 24, 2012 (see Note 3), Landec entered into a seven-year exclusive technology license and polymer supply agreement with INCOTEC for the use of Landec’s Intellicoat^® polymer seed coating technology for male inbred corn which is sold under the Pollinator Plus label. This license does not include the use of Intellicoat for the controlled release of an active ingredient for agricultural applications which was retained by Landec. Landec will be the exclusive supplier of Pollinator Plus polymer to INCOTEC during the term of the license agreement. Landec will receive a royalty equal to 20% of the revenues realized by INCOTEC from the sale of or sublicense of Pollinator Plus coatings during the first four years of the agreement and 10% for the last three years of the agreement.

On June 24, 2012, Landec also entered into a five-year exclusive technology license and polymer supply agreement with INCOTEC for the joint development of new polymer and unique coatings for use in seed treatment formulations. In this agreement, Landec will receive a value share which will be mutually agreed to by both parties prior to each application being developed.

Air Products

In March 2006, Landec entered into an exclusive license and research and development agreement with Air Products and Chemicals, Inc. (“Air Products”). In accordance with the agreement, Landec receives 40% of the direct profit generated from the sale of products by Air Products occurring after April 1, 2007, that incorporate Landec’s Intelimer materials.

Chiquita

The agreement with Chiquita has been renewed through December 2016 and requires Chiquita to pay annual gross profit minimums to Landec in order for Chiquita to maintain its exclusive license for bananas. Under the terms of the agreement, Chiquita must notify Landec before December 1^st of each year whether it is going to maintain its exclusive license for the following calendar year and thus agree to pay the minimums for that year. Landec was notified in November 2012 of Chiquita’s desire to not maintain its exclusive license for calendar year 2013 and thus will not be required to pay the minimum gross profit for calendar year 2013. As a result, the agreement has reverted to a non-exclusive agreement in which Chiquita will pay the Company for membranes purchased and the Company is now entitled to sell its BreatheWay packaging technology for bananas to others.

Windset

In June 2010, Apio entered into an exclusive license agreement with Windset to allow for the use of Landec’s proprietary breathable packaging to extend the shelf life of greenhouse grown cucumbers, peppers and tomatoes (“Exclusive Products”). In accordance with the agreement, Apio received and recorded a one-time upfront research and development fee of $100,000 and will receive license fees equal to 3% of net revenue of the Exclusive Products utilizing the proprietary breathable packaging technology, with or without the BreatheWay® trademark. The ongoing license fees are subject to annual minimums of $150,000 for each of the three types of exclusive product as each is added to the agreement. As of November 24, 2013, two products have been added to the agreement.

Note 6 - Stock-Based Compensation

6 Months Ended

Nov. 24, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

6. Stock-Based Compensation

In the three and six months ended November 24, 2013, the Company recognized stock-based compensation expense of $361,000 and $639,000, respectively, which included $184,000 and $354,000 for restricted stock unit awards and $177,000 and $285,000 for stock option grants, respectively.

In the three and six months ended November 25, 2012, the Company recognized stock-based compensation expense of $323,000 and $671,000, respectively, which included $141,000 and $298,000 for restricted stock unit awards and $182,000 and $373,000 for stock option grants, respectively.

The following table summarizes the stock-based compensation by income statement line item:

	Three Months Ended November 24, 2013		Three Months Ended November 25, 2012		Six Months Ended November 24, 2013		Six Months Ended November 25, 2012
Research and development	$	—	$	104,000	$	14,000	$	214,000
Sales, general and administrative	$	361,000	$	219,000	$	625,000	$	457,000
Total stock-based compensation	$	361,000	$	323,000	$	639,000	$	671,000

As of November 24, 2013, there was $2.7 million of total unrecognized compensation expense related to unvested equity compensation awards granted under the Landec equity plans. Total expense is expected to be recognized over the weighted-average period of 2.5 years for stock options and 2.2 years for restricted stock unit awards.

Note 7 - Diluted Net Income Per Share

6 Months Ended

Nov. 24, 2013

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

7. Diluted Net Income Per Share

The following table sets forth the computation of diluted net income per share (in thousands, except per share amounts):

	Three Months Ended November 24, 2013		Three Months Ended November 25, 2012		Six Months Ended November 24, 2013		Six Months Ended November 25, 2012
Numerator:
Net income applicable to Common Stockholders	$	3,451	$	8,913	$	8,203	$	13,279

Denominator:
Weighted average shares for basic net income per share		26,571		25,747		26,512		25,709
Effect of dilutive securities:
Stock options and restricted stock units		499		792		569		678
Weighted average shares for diluted net income per share		27,070		26,539		27,081		26,387

Diluted net income per share	$	0.13	$	0.34	$	0.30	$	0.50

For the three months ended November 24, 2013 and November 25, 2012, the computation of the diluted net income per share excludes the impact of options to purchase 342,500 shares and 85,857 shares of Common Stock, respectively, as such impacts would be antidilutive for these periods.

For the six months ended November 24, 2013 and November 25, 2012, the computation of the diluted net income per share excludes the impact of options to purchase 273,882 shares and 84,429 shares of Common Stock, respectively, as such impacts would be antidilutive for these periods.

Note 8 - Income Taxes

6 Months Ended

Nov. 24, 2013

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

8. Income Taxes

The provision for income taxes for the three and six months ended November 24, 2013 was $1.9 million and $4.3 million, respectively. The effective tax rate for the six months ended November 24, 2013 was 34% compared to 29% for the same periods in fiscal year 2013. The effective tax rate for the six months ended November 24, 2013 differs from the statutory federal income tax rate of 35% as a result of several factors, including state taxes, domestic manufacturing deductions, non-deductible stock-based compensation expense and the benefit of federal and state research and development credits.

As of November 24, 2013 and May 26, 2013, the Company had unrecognized tax benefits of approximately $1.0 million. Included in the balance of unrecognized tax benefits as of November 24, 2013 and May 26, 2013 is approximately $854,000 and $807,000, respectively, of tax benefits that, if recognized, would result in an adjustment to the Company’s effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly within the next twelve months.

The Company classifies interest and penalties related to uncertain tax positions as a component of its provision for income taxes. The Company has accrued an insignificant amount of interest and penalties relating to the income tax on the unrecognized tax benefits as of November 24, 2013 and May 26, 2013.

Due to tax attribute carryforwards, the Company is subject to examination for tax years 1997 forward for U.S. tax purposes. The Company is also subject to examination in various state jurisdictions for tax years 1998 forward, none of which were individually material.

Note 9 - Inventories

6 Months Ended

Nov. 24, 2013

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

9. Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market and consisted of the following (in thousands):

	November 24, 2013		May 26, 2013
Finished goods	$	13,723	$	11,297
Raw materials		9,736		9,290
Work in progress		3,406		3,526
Total	$	26,865	$	24,113

Note 10 - Debt

6 Months Ended

Nov. 24, 2013

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

10. Debt

Long-term debt consists of the following (in thousands):

	November 24, 2013			May 26, 2013
Real estate loan agreement with General Electric Capital Corporation (“GE Capital”); due in monthly principal and interest payments of $133,060 through May 1, 2022 with interest based on a fixed rate of 4.02% per annum	$	16,606		$	17,065
Capital equipment loan with GE Capital; due in monthly principal and interest payments of $175,356 through May 1, 2019 with interest based on a fixed rate of 4.39% per annum		10,266			11,080
Term note with BMO Harris Bank N.A. (“BMO Harris”); due in monthly payments of $250,000 through May 23, 2016 with interest payable monthly at LIBOR plus 2% per annum		7,500			9,000
Industrial revenue bonds (“IRBs”) issued by Lifecore; due in annual payments through 2020 with interest at a variable rate set weekly by the bond remarketing agent (0.26% and 0.38% at November 24, 2013 and May 26, 2013, respectively)		2,805			3,160
Total		37,177			40,305
Less current portion		(5,989	)		(5,933	)
Long-term portion	$	31,188		$	34,372

In addition to entering into the GE Capital real estate and equipment loans mentioned above, on April 23, 2012 in connection with the acquisition of GreenLine, Apio also entered into a five-year, $25.0 million asset-based working capital revolving line of credit, with an interest rate of LIBOR plus 2%, with availability based on the combination of the eligible accounts receivable and eligible inventory (availability was $18.3 million at November 24, 2013). Apio’s revolving line of credit has an unused fee of 0.375% per annum. At November 24, 2013 and May 26, 2013, Apio had $1.0 million and $4.0 million, respectively, outstanding under its revolving line of credit.

The GE Capital real estate, equipment and line of credit agreements (collectively the “GE Debt Agreements”) are secured by liens on all of the property of Apio and its subsidiaries. The GE Debt Agreements contain customary events of default under which obligations could be accelerated or increased. The GE Debt Agreements are guaranteed by Landec and Landec has pledged its equity interest in Apio as collateral under the agreements. The GE Debt Agreements contain customary covenants, such as limitations on the ability to (1) incur indebtedness or grant liens or negative pledges on Apio’s assets; (2) make loans or other investments; (3) pay dividends, sell stock or repurchase stock or other securities; (4) sell assets; (5) engage in mergers; (6) enter into sale and leaseback transactions; and (7) make changes in Apio’s corporate structure. In addition, Apio must maintain a minimum fixed charge coverage ratio of not less than 1.10 to 1.0. Apio was in compliance with all financial covenants as of November 24, 2013. Unamortized loan origination fees for the GE Debt Agreements were $1.1 million and $1.2 million at November 24, 2013 and May 26, 2013, respectively, and are included in other assets in the Consolidated Balance Sheets. Amortization of loan origination fees recorded to interest expense for the three months ended November 24, 2013 and November 25, 2012 were $47,000 and $45,000, respectively. Amortization of loan origination fees recorded to interest expense for the six months ended November 24, 2013 and November 25, 2012 were $94,000 and $91,000, respectively.

On May 23, 2012, Lifecore entered into two financing agreements with BMO Harris and/or its affiliates, collectively (the “Lifecore Loan Agreements”):

A Credit and Security Agreement (the “Credit Agreement”) which includes (a) a one-year, $10.0 million asset-based working capital revolving line of credit, with an interest rate of LIBOR plus 1.85%, with availability based on the combination of Lifecore’s eligible accounts receivable and inventory balances (availability was $9.4 million at November 24, 2013) and with no unused fee (at November 24, 2013 and May 26, 2013, no amounts were outstanding under the line of credit) and (b) a $12.0 million term loan which matures in four years due in monthly payments of $250,000 with interest payable monthly based on a variable interest rate of LIBOR plus 2% (the “Term Loan”).

A Reimbursement Agreement pursuant to which BMO Harris caused its affiliate Bank of Montreal to issue an irrevocable letter of credit in the amount of $3.5 million (the “Letter of Credit”) which is securing the IRB described below.

The obligations of Lifecore under the Lifecore Loan Agreements are secured by liens on all of the property of Lifecore. The Lifecore Loan Agreements contain customary covenants, such as limitations on the ability to (1) incur indebtedness or grant liens or negative pledges on Lifecore’s assets; (2) make loans or other investments; (3) pay dividends or repurchase stock or other securities; (4) sell assets; (5) engage in mergers; (6) enter into sale and leaseback transactions; (7) adopt certain benefit plans; and (8) make changes in Lifecore’s corporate structure. In addition, under the Credit Agreement, Lifecore must maintain (a) a minimum fixed charge coverage ratio of 1.10 to 1.0 and a minimum quick ratio of 1.25 to 1.00, both of which must be satisfied as of the end of each fiscal quarter commencing with the fiscal quarter ending August 26, 2012 and (b) a minimum tangible net worth of $29,000,000, measured as of May 26, 2013, and as of the end of each fiscal year thereafter. Lifecore was in compliance with all financial covenants as of November 24, 2013. Unamortized loan origination fees for the Lifecore Loan Agreements were $123,000 and $149,000 at November 24, 2013 and May 26, 2013, respectively, and are included in other assets in the Consolidated Balance Sheets. Amortization of loan origination fees recorded to interest expense for both the three months ended November 24, 2013 and November 25, 2012 was $13,000. Amortization of loan origination fees recorded to interest expense for both the six month periods ended November 24, 2013 and November 25, 2012 was $26,000.

The market value of the Company’s debt approximates its recorded value as the interest rate on each debt instrument approximates current market rates.

The Term Loan was used to repay Lifecore’s former credit facility with Wells Fargo Bank, N.A. (“Wells Fargo”). The Letter of Credit (which replaces a letter of credit previously provided by Wells Fargo) provides liquidity and credit support for the IRBs.

On August 19, 2004, Lifecore issued variable rate industrial revenue bonds (“IRBs”) which were assumed by Landec in the acquisition of Lifecore. The IRBs are collateralized by a bank letter of credit which is secured by a first mortgage on the Company’s facility in Chaska, Minnesota. In addition, the Company pays an annual remarketing fee equal to 0.125% and an annual letter of credit fee of 0.75%. The maturities on the IRBs are held in a sinking fund account, recorded in other assets in the accompanying Consolidated Balance Sheets, and are paid out each year on September 1st.

Note 11 - Derivative Financial Instruments

6 Months Ended

Nov. 24, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

11. Derivative Financial Instruments

In May 2010, the Company entered into a five-year interest rate swap agreement which expires on April 30, 2015 under its prior credit agreement with Wells Fargo. The interest rate swap was originally designated as a cash flow hedge of future interest payments of LIBOR and had a notional amount of $20 million. As a result of the interest rate swap transaction, the Company fixed for a five-year period the interest rate at 4.24% subject to market based interest rate risk on $20 million of borrowings under the credit agreement with Wells Fargo. The Company’s obligations under the interest rate swap transaction as to the scheduled payments were guaranteed and secured on the same basis as its obligations under the credit agreement with Wells Fargo at the time the agreement was consummated. Upon entering into the new Term Loan with BMO Harris, the Company used the proceeds from that loan to pay off the Wells Fargo credit facility. The swap with Wells Fargo was not terminated upon the extinguishment of the debt with Wells Fargo. As a result of extinguishing the debt with Wells Fargo as of May 23, 2012, the swap was no longer an effective hedge and therefore, the fair value of the swap at the time the debt was extinguished of $347,000 was reversed from other comprehensive income and recorded in other expense during fiscal year 2012. The fair value of the swap arrangement as of November 24, 2013 and May 26, 2013 was $95,000 and $163,000, respectively, and is included in other accrued liabilities in the accompanying Consolidated Balance Sheets.

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

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Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 25
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41638-113959

Reference 20: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(n))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Note 12 - Related Party

6 Months Ended

Nov. 24, 2013

12. Related Party

The Company provides cooling and distribution services to both a farm and Beachside Produce LLC ("Beachside"), a commodity produce distributor, in which the Chairman of Apio has a farming and ownership interest, respectively. During the three months ended November 24, 2013 and November 25, 2012, the Company recognized revenues of $506,000 and $694,000, respectively, which have been included in product sales and in service revenues in the accompanying Consolidated Statements of Comprehensive Income, from the sale of products and providing cooling services to these parties. During the six months ended November 24, 2013 and November 25, 2012, the Company recognized revenues of $1.1 million and $1.7 million, respectively, which have been included in product sales and in service revenues in the accompanying Consolidated Statements of Comprehensive Income, from the sale of products and providing cooling services to these parties. The related receivable balances of $131,000 and $671,000 are included in related party accounts receivable in the accompanying Consolidated Balance Sheets as of November 24, 2013 and May 26, 2013, respectively.

Additionally, unrelated to the revenue transactions above, the Company purchases produce from Beachside, a farm in which the Chairman of Apio has an ownership interest, and Windset for sale to third parties. During the three months ended November 24, 2013 and November 25, 2012, the Company recognized cost of product sales of $759,000 and $1.7 million, respectively, which have been included in cost of product sales in the accompanying Consolidated Statements of Income, from the sale of products purchased from these parties. During the six months ended November 24, 2013 and November 25, 2012, the Company recognized cost of product sales of $2.7 million and $3.8 million, respectively, which have been included in cost of product sales in the accompanying Consolidated Statements of Income, from the sale of products purchased from these parties. The related accounts payable of $242,000 and $786,000 are included in related party accounts payable in the accompanying Consolidated Balance Sheets as of November 24, 2013 and May 26, 2013, respectively.

All related party transactions are monitored quarterly by the Company and approved by the Audit Committee of the Board of Directors.

Stockholders' Equity Note [Abstract]

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References + Details

Note 13 - Stockholders' Equity

6 Months Ended

Nov. 24, 2013

Stockholders' Equity Note Disclosure [Text Block]

13. Stockholders’ Equity

During the three months ended November 24, 2013, the Company did not grant any equity awards. During the six months ended November 24, 2013, the Company granted options to purchase 291,500 shares of common stock and 128,631 of restricted stock unit awards.

As of November 24, 2013 the Company has reserved 3.6 million shares of Common Stock for future issuance under its current and former equity plans.

On July 14, 2010, the Company announced that the Board of Directors of the Company had approved the establishment of a stock repurchase plan which allows for the repurchase of up to $10 million of the Company’s Common Stock. The Company may repurchase its common stock from time to time in open market purchases or in privately negotiated transactions. The timing and actual number of shares repurchased is at the discretion of management of the Company and will depend on a variety of factors, including stock price, corporate and regulatory requirements, market conditions, the relative attractiveness of other capital deployment opportunities and other corporate priorities. The stock repurchase program does not obligate Landec to acquire any amount of its common stock and the program may be modified, suspended or terminated at any time at the Company's discretion without prior notice. During both the three and six months ended November 24, 2013, the Company did not purchase any shares on the open market.

Consolidated Statements of Changes in Stockholders’ Equity (in thousands, except share amounts):

	November 24, 2013
Common Stock Shares
Balance at May 26, 2013		26,402,247
Stock options exercised, net of shares tendered		210,281
Vested restricted stock units, net of shares tendered		38,058
Balance at November 24, 2013		26,650,586

	November 24, 2013
Common Stock
Balance at May 26, 2013	$	26
Stock options exercised, net of shares tendered		1
Vested restricted stock units, net of shares tendered		—
Balance at November 24, 2013	$	27

Additional Paid-in Capital
Balance at May 26, 2013	$	126,258
Stock options exercised, net of shares tendered		1,252
Vested restricted stock units, net of shares tendered		—
Taxes incurred by Company for RSUs vested		(293	)
Stock-based compensation expense		639
Tax-benefit from stock based compensation expense		175
Balance at November 24, 2013	$	128,031

Retained Earnings
Balance at May 26, 2013	$	52,409
Net income		8,203
Balance at November 24, 2013	$	60,612

Non controlling Interest
Balance at May 26, 2013	$	1,721
Non controlling interest in net income		101
Distributions to non controlling interest		(226	)
Balance at November 24, 2013	$	1,596

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph d
-Article 4

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 18: http://www.xbrl.org/2003/role/presentationRef
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-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Segment Reporting Disclosure [Text Block]

Note 14 - Business Segment Reporting

6 Months Ended

Nov. 24, 2013

Segment Reporting [Abstract]

14. Business Segment Reporting

The Company manages its business operations through three strategic business units. Based upon the information reported to the chief operating decision maker, who is the Chief Executive Officer, the Company has the following reportable segments: the Food Products Technology segment, the Food Export segment and the Hyaluronan-based Biomaterials segment.

The Food Products Technology segment markets and packs specialty packaged whole and fresh-cut fruit and vegetables, the majority of which incorporate the BreatheWay specialty packaging for the retail grocery, club store and food services industry. In addition, the Food Products Technology segment sells BreatheWay packaging to partners for non-vegetable products. The Food Export segment consists of revenues generated from the purchase and sale of primarily whole commodity fruit and vegetable products to Asia and domestically. The HA-based Biomaterials segment sells products utilizing hyaluronan, a naturally occurring polysaccharide that is widely distributed in the extracellular matrix of connective tissues in both animals and humans, for medical use primarily in the Ophthalmic, Orthopedic and Veterinary markets. Corporate licenses Landec’s patented Intellicoat® seed coatings to the farming industry and licenses the Company’s Intelimer polymers for personal care products and other industrial products. The Corporate segment also includes general and administrative expenses, non-Food Products Technology and non HA-based Biomaterials interest income and income tax expenses. Beginning in fiscal year 2013, the Food Products Technology, the Food Export and the Hyaluronan-based Biomaterials segments include charges for corporate services and tax sharing allocated from the Corporate segment. All of the assets of the Company are located within the United States of America.

The Company’s international sales were as follows (in millions):

	Three Months Ended				Six Months Ended
	November 24, 2013		November 25, 2012		November 24, 2013		November 25, 2012
Taiwan	$	12.6	$	12.9	$	24.6	$	25.8
Canada	$	10.2	$	6.1	$	19.6	$	12.3
China	$	3.7	$	2.8	$	5.3	$	3.7
Indonesia	$	2.4	$	7.4	$	4.9	$	13.5
Japan	$	2.1	$	2.8	$	5.3	$	5.9
Belgium	$	0.8	$	1.6	$	2.0	$	4.6
All Other Countries	$	4.9	$	4.6	$	10.2	$	8.8

Operations by segment consisted of the following (in thousands):

Three Months Ended Nov. 24, 2013	Food Products Technology		Food Export		HA-based Biomaterials		Corporate			TOTAL
Net sales	$	88,090	$	23,031	$	8,777	$	128		$	120,026
International sales	$	10,345	$	22,940	$	3,366	$	—		$	36,651
Gross profit	$	8,220	$	1,820	$	3,625	$	69		$	13,734
Net income (loss)	$	2,005	$	727	$	611	$	108		$	3,451
Depreciation and amortization	$	1,304	$	1	$	604	$	36		$	1,945
Dividend income	$	281	$	—	$	—	$	—		$	281
Interest income	$	2	$	—	$	44	$	—		$	46
Interest expense	$	356	$	—	$	80	$	—		$	436
Income tax expense	$	1,461	$	205	$	172	$	36		$	1,874

Three Months Ended Nov. 25, 2012
Net sales	$	78,592	$	28,115	$	7,740	$	207		$	114,654
International sales	$	5,959	$	28,055	$	4,222	$	—		$	38,236
Gross profit	$	13,102	$	2,034	$	3,116	$	207		$	18,459
Net income (loss)	$	9,212	$	866	$	338	$	(1,503	)	$	8,913
Depreciation and amortization	$	1,174	$	1	$	592	$	38		$	1,805
Dividend income	$	281	$	—	$	—	$	—		$	281
Interest income	$	7	$	—	$	26	$	—		$	33
Interest expense	$	427	$	—	$	71	$	—		$	498
Income tax expense	$	1,761	$	288	$	113	$	758		$	2,920

Six Months Ended Nov. 24, 2013
Net sales	$	167,526	$	44,430	$	17,363	$	186		$	229,505
International sales	$	19,823	$	44,329	$	7,743	$	—		$	71,895
Gross profit	$	17,101	$	3,025	$	6,013	$	127		$	26,266
Net income (loss)	$	9,271	$	1,003	$	235	$	(2,306	)	$	8,203
Depreciation and amortization	$	2,526	$	2	$	1,188	$	71		$	3,787
Dividend income	$	563	$	—	$	—	$	—		$	563
Interest income	$	5	$	—	$	100	$	—		$	105
Interest expense	$	732	$	—	$	135	$	—		$	867
Income tax expense	$	1,966	$	283	$	66	$	2,034		$	4,349

Six Months Ended Nov. 25, 2012
Net sales	$	147,223	$	53,473	$	15,713	$	319		$	216,728
International sales	$	12,182	$	53,366	$	9,024	$	—		$	74,572
Gross profit	$	23,045	$	3,376	$	5,482	$	319		$	32,222
Net income (loss)	$	15,128	$	1,175	$	26	$	(3,050	)	$	13,279
Depreciation and amortization	$	2,410	$	2	$	1,175	$	74		$	3,661
Dividend income	$	563	$	—	$	—	$	—		$	563
Interest income	$	8	$	—	$	50	$	—		$	58
Interest expense	$	882	$	—	$	157	$	—		$	1,039
Income tax expense	$	3,733	$	391	$	9	$	1,351		$	5,484

During the six months ended November 24, 2013 and November 25, 2012, sales to the Company’s top five customers accounted for 43% and 36%, respectively, of revenues. The Company’s top two customers from the Food Products Technology segment accounted for 20% and 11% for six months ended November 24, 2013 and 13% and 10% for the six months ended November 25, 2012. The Company expects that, for the foreseeable future, a limited number of customers may continue to account for a significant portion of its net revenues.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Basis of Accounting, Policy [Policy Text Block]

Accounting Policies, by Policy (Policies)

6 Months Ended

Nov. 24, 2013

Accounting Policies [Abstract]

Basis of Presentation

Consolidation, Policy [Policy Text Block]

Basis of Consolidation

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

Marketable Securities, Policy [Policy Text Block]

Marketable Securities

Financial Instruments Policy [Policy Text Block]

Financial Instruments

Investment In Non-Public Companies [Policy Text Block]

Investments in Non-Public Companies

Goodwill and Intangible Assets, Policy [Policy Text Block]

Intangible Assets

Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements

The accounting guidance established a three-tier hierarchy for fair value measurements, which prioritizes the inputs used in measuring fair value as follows:

Level 1 – observable inputs such as quoted prices for identical instruments in active markets.

Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data.

Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions.

The fair value of the Company’s interest rate swap is determined based on model inputs that can be observed in a liquid market, including yield curves, and is categorized as a Level 2 measurement.

	At November 24, 2013			At May 26, 2013
Annual consolidated revenue growth rates		3%		3%	to	9%
Annual consolidated expense growth rates		3%		3%	to	8%
Consolidated income tax rate		15%			15%
Consolidated discount rates	16%	to	22%	18%	to	28%

	Impact on value of Windset investment as of November 24, 2013
10% increase in annual revenue growth rates	$	1,900
10% increase in annual expense growth rates	$	(1,200	)
10% increase in income tax rates	$	(100	)
10% increase in discount rate	$	(1,600	)

The following table summarizes the fair value of the Company’s assets and liabilities that are measured at fair value on a recurring basis, as of November 24, 2013 and May 26, 2013 (in thousands):

	Fair Value at November 24, 2013						Fair Value at May 26, 2013
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets:
Marketable securities	$	-	$	-	$	-	$	1,545	$	-	$	-
Investment in private company		-		-		37,300		-		-		29,600
Total	$	-	$	-	$	37,300	$	1,545	$	-	$	29,600

Liabilities:
Interest rate swap	$	-	$	95	$	-	$	-	$	163	$	-
Total	$	-	$	95	$	-	$	-	$	163	$	-

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

New Accounting Pronouncements, Policy [Policy Text Block]

Unrecognized Tax Benefit

Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Nov. 24, 2013

Accounting Policies [Abstract]

Schedule of Effect of Significant Unobservable Inputs for Investement [Table Text Block]

	At November 24, 2013			At May 26, 2013
Annual consolidated revenue growth rates		3%		3%	to	9%
Annual consolidated expense growth rates		3%		3%	to	8%
Consolidated income tax rate		15%			15%
Consolidated discount rates	16%	to	22%	18%	to	28%

Schedule of Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets [Table Text Block]

	Impact on value of Windset investment as of November 24, 2013
10% increase in annual revenue growth rates	$	1,900
10% increase in annual expense growth rates	$	(1,200	)
10% increase in income tax rates	$	(100	)
10% increase in discount rate	$	(1,600	)

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	Fair Value at November 24, 2013						Fair Value at May 26, 2013
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets:
Marketable securities	$	-	$	-	$	-	$	1,545	$	-	$	-
Investment in private company		-		-		37,300		-		-		29,600
Total	$	-	$	-	$	37,300	$	1,545	$	-	$	29,600

Liabilities:
Interest rate swap	$	-	$	95	$	-	$	-	$	163	$	-
Total	$	-	$	95	$	-	$	-	$	163	$	-

Note 2 - Acquisitions (Tables)

6 Months Ended

Nov. 24, 2013

Business Combinations [Abstract]

Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block]

Cash	$	62,900
Contingent consideration		3,933
Total	$	66,833

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Accounts receivable, net	$	7,057
Inventories, net		1,409
Property and equipment		11,669
Other tangible assets		306
Intangible assets		43,500
Total identifiable assets acquired		63,941
Accounts payable and other liabilities		(8,391	)
Deferred taxes		(1,875	)
Total liabilities assumed		(10,266	)
Net identifiable assets acquired		53,675
Goodwill		13,158
Net assets acquired	$	66,833

Note 6 - Stock-Based Compensation (Tables)

6 Months Ended

Nov. 24, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

	Three Months Ended November 24, 2013		Three Months Ended November 25, 2012		Six Months Ended November 24, 2013		Six Months Ended November 25, 2012
Research and development	$	—	$	104,000	$	14,000	$	214,000
Sales, general and administrative	$	361,000	$	219,000	$	625,000	$	457,000
Total stock-based compensation	$	361,000	$	323,000	$	639,000	$	671,000

Note 7 - Diluted Net Income Per Share (Tables)

6 Months Ended

Nov. 24, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended November 24, 2013		Three Months Ended November 25, 2012		Six Months Ended November 24, 2013		Six Months Ended November 25, 2012
Numerator:
Net income applicable to Common Stockholders	$	3,451	$	8,913	$	8,203	$	13,279

Denominator:
Weighted average shares for basic net income per share		26,571		25,747		26,512		25,709
Effect of dilutive securities:
Stock options and restricted stock units		499		792		569		678
Weighted average shares for diluted net income per share		27,070		26,539		27,081		26,387

Diluted net income per share	$	0.13	$	0.34	$	0.30	$	0.50

Note 9 - Inventories (Tables)

6 Months Ended

Nov. 24, 2013

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

	November 24, 2013		May 26, 2013
Finished goods	$	13,723	$	11,297
Raw materials		9,736		9,290
Work in progress		3,406		3,526
Total	$	26,865	$	24,113

Note 10 - Debt (Tables)

6 Months Ended

Nov. 24, 2013

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments [Table Text Block]

	November 24, 2013			May 26, 2013
Real estate loan agreement with General Electric Capital Corporation (“GE Capital”); due in monthly principal and interest payments of $133,060 through May 1, 2022 with interest based on a fixed rate of 4.02% per annum	$	16,606		$	17,065
Capital equipment loan with GE Capital; due in monthly principal and interest payments of $175,356 through May 1, 2019 with interest based on a fixed rate of 4.39% per annum		10,266			11,080
Term note with BMO Harris Bank N.A. (“BMO Harris”); due in monthly payments of $250,000 through May 23, 2016 with interest payable monthly at LIBOR plus 2% per annum		7,500			9,000
Industrial revenue bonds (“IRBs”) issued by Lifecore; due in annual payments through 2020 with interest at a variable rate set weekly by the bond remarketing agent (0.26% and 0.38% at November 24, 2013 and May 26, 2013, respectively)		2,805			3,160
Total		37,177			40,305
Less current portion		(5,989	)		(5,933	)
Long-term portion	$	31,188		$	34,372

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6584090&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

Stockholders' Equity Note [Abstract]

Note 13 - Stockholders' Equity (Tables)

6 Months Ended

Nov. 24, 2013

Schedule of Stockholders Equity [Table Text Block]

	November 24, 2013
Common Stock Shares
Balance at May 26, 2013		26,402,247
Stock options exercised, net of shares tendered		210,281
Vested restricted stock units, net of shares tendered		38,058
Balance at November 24, 2013		26,650,586

	November 24, 2013
Common Stock
Balance at May 26, 2013	$	26
Stock options exercised, net of shares tendered		1
Vested restricted stock units, net of shares tendered		—
Balance at November 24, 2013	$	27

Additional Paid-in Capital
Balance at May 26, 2013	$	126,258
Stock options exercised, net of shares tendered		1,252
Vested restricted stock units, net of shares tendered		—
Taxes incurred by Company for RSUs vested		(293	)
Stock-based compensation expense		639
Tax-benefit from stock based compensation expense		175
Balance at November 24, 2013	$	128,031

Retained Earnings
Balance at May 26, 2013	$	52,409
Net income		8,203
Balance at November 24, 2013	$	60,612

Non controlling Interest
Balance at May 26, 2013	$	1,721
Non controlling interest in net income		101
Distributions to non controlling interest		(226	)
Balance at November 24, 2013	$	1,596

Note 14 - Business Segment Reporting (Tables)

6 Months Ended

Nov. 24, 2013

Segment Reporting [Abstract]

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block]

	Three Months Ended				Six Months Ended
	November 24, 2013		November 25, 2012		November 24, 2013		November 25, 2012
Taiwan	$	12.6	$	12.9	$	24.6	$	25.8
Canada	$	10.2	$	6.1	$	19.6	$	12.3
China	$	3.7	$	2.8	$	5.3	$	3.7
Indonesia	$	2.4	$	7.4	$	4.9	$	13.5
Japan	$	2.1	$	2.8	$	5.3	$	5.9
Belgium	$	0.8	$	1.6	$	2.0	$	4.6
All Other Countries	$	4.9	$	4.6	$	10.2	$	8.8

Schedule of Segment Reporting Information, by Segment [Table Text Block]

Three Months Ended Nov. 24, 2013	Food Products Technology		Food Export		HA-based Biomaterials		Corporate			TOTAL
Net sales	$	88,090	$	23,031	$	8,777	$	128		$	120,026
International sales	$	10,345	$	22,940	$	3,366	$	—		$	36,651
Gross profit	$	8,220	$	1,820	$	3,625	$	69		$	13,734
Net income (loss)	$	2,005	$	727	$	611	$	108		$	3,451
Depreciation and amortization	$	1,304	$	1	$	604	$	36		$	1,945
Dividend income	$	281	$	—	$	—	$	—		$	281
Interest income	$	2	$	—	$	44	$	—		$	46
Interest expense	$	356	$	—	$	80	$	—		$	436
Income tax expense	$	1,461	$	205	$	172	$	36		$	1,874

Three Months Ended Nov. 25, 2012
Net sales	$	78,592	$	28,115	$	7,740	$	207		$	114,654
International sales	$	5,959	$	28,055	$	4,222	$	—		$	38,236
Gross profit	$	13,102	$	2,034	$	3,116	$	207		$	18,459
Net income (loss)	$	9,212	$	866	$	338	$	(1,503	)	$	8,913
Depreciation and amortization	$	1,174	$	1	$	592	$	38		$	1,805
Dividend income	$	281	$	—	$	—	$	—		$	281
Interest income	$	7	$	—	$	26	$	—		$	33
Interest expense	$	427	$	—	$	71	$	—		$	498
Income tax expense	$	1,761	$	288	$	113	$	758		$	2,920

Six Months Ended Nov. 24, 2013
Net sales	$	167,526	$	44,430	$	17,363	$	186		$	229,505
International sales	$	19,823	$	44,329	$	7,743	$	—		$	71,895
Gross profit	$	17,101	$	3,025	$	6,013	$	127		$	26,266
Net income (loss)	$	9,271	$	1,003	$	235	$	(2,306	)	$	8,203
Depreciation and amortization	$	2,526	$	2	$	1,188	$	71		$	3,787
Dividend income	$	563	$	—	$	—	$	—		$	563
Interest income	$	5	$	—	$	100	$	—		$	105
Interest expense	$	732	$	—	$	135	$	—		$	867
Income tax expense	$	1,966	$	283	$	66	$	2,034		$	4,349

Six Months Ended Nov. 25, 2012
Net sales	$	147,223	$	53,473	$	15,713	$	319		$	216,728
International sales	$	12,182	$	53,366	$	9,024	$	—		$	74,572
Gross profit	$	23,045	$	3,376	$	5,482	$	319		$	32,222
Net income (loss)	$	15,128	$	1,175	$	26	$	(3,050	)	$	13,279
Depreciation and amortization	$	2,410	$	2	$	1,175	$	74		$	3,661
Dividend income	$	563	$	—	$	—	$	—		$	563
Interest income	$	8	$	—	$	50	$	—		$	58
Interest expense	$	882	$	—	$	157	$	—		$	1,039
Income tax expense	$	3,733	$	391	$	9	$	1,351		$	5,484

Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details)	6 Months Ended
	Nov. 24, 2013
Minimum [Member]
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Marketable Securities Contractual Maturity	1 year
Finite-Lived Intangible Asset, Useful Life	12 years
Maximum [Member]
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Marketable Securities Contractual Maturity	2 years
Finite-Lived Intangible Asset, Useful Life	13 years

Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Summary of Significant Unobservable Inputs Used in Discounted Cash Flow Models	6 Months Ended	12 Months Ended
	Nov. 24, 2013	May 26, 2013
Minimum [Member]
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Summary of Significant Unobservable Inputs Used in Discounted Cash Flow Models [Line Items]
Annual consolidated revenue growth rates		3.00%
Annual consolidated expense growth rates		3.00%
Consolidated discount rates	16.00%	18.00%
Maximum [Member]
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Summary of Significant Unobservable Inputs Used in Discounted Cash Flow Models [Line Items]
Annual consolidated revenue growth rates		9.00%
Annual consolidated expense growth rates		8.00%
Consolidated discount rates	22.00%	28.00%

Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Sensitiviy to Changes in Inputs and Assumptions Used in Discounted Cash Flow Models $ in Thousands	Nov. 24, 2013 USD ($)
Sensitiviy to Changes in Inputs and Assumptions Used in Discounted Cash Flow Models [Abstract]
10% increase in annual revenue growth rates	$ 1,900
10% increase in annual expense growth rates	(1,200)
10% increase in income tax rates	(100)
10% increase in discount rate	$ (1,600)

Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Summary of Fair Value of Assets and Liabilities Measure on Recurring Basis - USD ($) $ in Thousands	Nov. 24, 2013	May 26, 2013
Fair Value, Inputs, Level 1 [Member]
Assets:
Marketable securities		$ 1,545
Total		1,545
Fair Value, Inputs, Level 2 [Member]
Liabilities:
Interest rate swap	$ 95	163
Total	95	163
Fair Value, Inputs, Level 3 [Member]
Assets:
Investment in private company	37,300	29,600
Total	$ 37,300	$ 29,600

Note 2 - Acquisitions (Details)
$ in Thousands

6 Months Ended

Aug. 23, 2012

USD ($)

Apr. 23, 2012

USD ($)

Nov. 24, 2013

USD ($)

Nov. 25, 2012

May 26, 2013

USD ($)

^[1]

GreenLine [Member] | Customer Base [Member]

Note 2 - Acquisitions (Details) [Line Items]

Finite-lived Intangible Assets Acquired

$ 7,500

Finite-Lived Intangible Asset, Useful Life

13 years

GreenLine [Member]

Note 2 - Acquisitions (Details) [Line Items]

Number of Processing Plants

Business Combination, Consideration Transferred

$ 66,800

Effective Income Tax Rate Reconciliation, Percent

40.00%

Number of Intangible Assets Identified

Indefinite Lived Intangible Assets Market Value

$ 36,000

Goodwill

$ 13,200

Business Combination, Consideration Transferred

$ 66,833

Effective Income Tax Rate Reconciliation, Percent

34.00%

29.00%

Goodwill

$ 13,158

$ 49,620

[1]	Derived from audited financial statements.

Note 2 - Acquisitions (Details) - Acquisition Date Fair Value of Total Consideration Transferred $ in Thousands	Aug. 23, 2012 USD ($)
Acquisition Date Fair Value of Total Consideration Transferred [Abstract]
Cash	$ 62,900
Contingent consideration	3,933
Total	$ 66,833

Note 2 - Acquisitions (Details) - Summary of the Estimated Fair Values of GreenLines Assets Acquired and Liabilities Assumed - USD ($)
$ in Thousands

Nov. 24, 2013

May 26, 2013

^[1]

Apr. 23, 2012

Summary of the Estimated Fair Values of GreenLines Assets Acquired and Liabilities Assumed [Abstract]

Accounts receivable, net

$ 7,057

Inventories, net

1,409

Property and equipment

11,669

Other tangible assets

306

Intangible assets

43,500

Total identifiable assets acquired

63,941

Accounts payable and other liabilities

(8,391)

Total liabilities assumed

(1,875)

(10,266)

Net identifiable assets acquired

53,675

Goodwill

$ 49,620

13,158

Net assets acquired

$ 66,833

[1]	Derived from audited financial statements.

Note 3 - Sale of Landec Ag (Details)		3 Months Ended
Note 3 - Sale of Landec Ag (Details)	Jun. 24, 2012 USD ($)	Aug. 25, 2013 USD ($)
Landec Ag LLC [Member]
Note 3 - Sale of Landec Ag (Details) [Line Items]
Proceeds from Divestiture of Businesses, Net of Cash Divested	$ 600,000
Gain (Loss) on Disposition of Business	400,000
Disposal Group, Deferred Gain on Disposal	$ 300,000
Amortization Period Of Deferred Gain Loss On Divestiture Of Investment	7 years
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal		$ 100,000
Number of Licensing Agreements	2

Note 4 - Investments in Non-public Companies (Details) - USD ($)		1 Months Ended				3 Months Ended		6 Months Ended
	Feb. 15, 2011	May 31, 2013	May 31, 2012	Feb. 15, 2011	May 30, 2010	Nov. 24, 2013	Nov. 25, 2012	Nov. 24, 2013	Nov. 25, 2012	May 26, 2013	Jul. 16, 2010
Preferred Stock [Member] \| Windset [Member]
Note 4 - Investments in Non-public Companies (Details) [Line Items]
Investment in Non-Public Company Shares (in Shares)	150,000			150,000
Common Stock [Member] \| Apio [Member] \| Windset [Member]
Note 4 - Investments in Non-public Companies (Details) [Line Items]
Investment in Non-Public Company Shares (in Shares)	201			201
Payments to Acquire Investments	$ 201
Common Stock [Member] \| Windset [Member]
Note 4 - Investments in Non-public Companies (Details) [Line Items]
Payments to Acquire Investments	$ 15,000,000
Aesthetic Sciences [Member]
Note 4 - Investments in Non-public Companies (Details) [Line Items]
Long-term Investments						$ 793,000		$ 793,000		$ 793,000	$ 1,800,000
Other than Temporary Impairment Losses, Investments					$ 1,000,000
Windset [Member]
Note 4 - Investments in Non-public Companies (Details) [Line Items]
Investment Ownership Percentage	20.10%			20.10%
Preferred Stock, Dividend Rate, Percentage				7.50%
Dividends and Interest Paid		$ 1,100,000	$ 1,100,000
Change in Market Value Of Investment in Company						2,300,000	$ 1,000,000	7,700,000	$ 5,300,000
Investment Income, Dividend						$ 281,000	$ 281,000	$ 563,000	$ 563,000

Note 5 - Collaborative Agreements (Details) - USD ($)		1 Months Ended
Note 5 - Collaborative Agreements (Details) - USD ($)	Jun. 24, 2012	Jun. 30, 2010	Mar. 31, 2006
First Four Years [Member] \| INCOTEC [Member]
Note 5 - Collaborative Agreements (Details) [Line Items]
Royalty Percentage	20.00%
Last Three Years [Member] \| INCOTEC [Member]
Note 5 - Collaborative Agreements (Details) [Line Items]
Royalty Percentage	10.00%
Apio [Member] \| Windset [Member]
Note 5 - Collaborative Agreements (Details) [Line Items]
Development Fee (in Dollars)		$ 100,000
Annual License Fee Percentage		3.00%
Annual Minimum License Fees (in Dollars)		$ 150,000
INCOTEC [Member]
Note 5 - Collaborative Agreements (Details) [Line Items]
License Agreement Term	7 years
Air Products [Member]
Note 5 - Collaborative Agreements (Details) [Line Items]
License Agreement Profit Percentage			40.00%

Note 6 - Stock-Based Compensation (Details) - USD ($)	3 Months Ended		6 Months Ended
Note 6 - Stock-Based Compensation (Details) - USD ($)	Nov. 24, 2013	Nov. 25, 2012	Nov. 24, 2013	Nov. 25, 2012
Restricted Stock Units (RSUs) [Member]
Note 6 - Stock-Based Compensation (Details) [Line Items]
Share-based Compensation	$ 184,000	$ 141,000	$ 354,000	$ 298,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition			2 years 73 days
Employee Stock Option [Member]
Note 6 - Stock-Based Compensation (Details) [Line Items]
Share-based Compensation	177,000	182,000	$ 285,000	373,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition			2 years 6 months
Share-based Compensation	361,000	$ 323,000	$ 639,000	$ 671,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 2,700,000		$ 2,700,000

Note 6 - Stock-Based Compensation (Details) - Summary of Stock-based Compensation by Income Statement Line Item - USD ($)	3 Months Ended		6 Months Ended
	Nov. 24, 2013	Nov. 25, 2012	Nov. 24, 2013	Nov. 25, 2012
Research and Development Expense [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated stock-based compensation		$ 104,000	$ 14,000	$ 214,000
Sales, General and Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated stock-based compensation	$ 361,000	219,000	625,000	457,000
Allocated stock-based compensation	$ 361,000	$ 323,000	$ 639,000	$ 671,000

Note 7 - Diluted Net Income Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Nov. 24, 2013	Nov. 25, 2012	Nov. 24, 2013	Nov. 25, 2012
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	342,500	85,857	273,882	84,429

Note 7 - Diluted Net Income Per Share (Details) - Diluted Net Income Per Share - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 24, 2013	Nov. 25, 2012	Nov. 24, 2013	Nov. 25, 2012
Numerator:
Net income applicable to Common Stockholders (in Dollars)	$ 3,451	$ 8,913	$ 8,203	$ 13,279
Denominator:
Weighted average shares for basic net income per share	26,571	25,747	26,512	25,709
Effect of dilutive securities:
Stock options and restricted stock units	499	792	569	678
Weighted average shares for diluted net income per share	27,070	26,539	27,081	26,387
Diluted net income per share (in Dollars per share)	$ 0.13	$ 0.34	$ 0.30	$ 0.50

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Net Income
-URI http://asc.fasb.org/extlink&oid=6518256

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=31042434&loc=d3e3602-108585

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.19)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.18)
-URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.22)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Other Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6519514

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e565-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 19
-Article 5

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 20
-Article 9

Real Estate Loan [Member]

Note 8 - Income Taxes (Details) - USD ($)	3 Months Ended	6 Months Ended
Note 8 - Income Taxes (Details) - USD ($)	Nov. 24, 2013	Nov. 24, 2013	Nov. 25, 2012	May 26, 2013
Income Tax Disclosure [Abstract]
Income Tax Expense (Benefit)	$ 1,900,000	$ 4,300,000
Effective Income Tax Rate Reconciliation, Percent		34.00%	29.00%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent		35.00%
Unrecognized Tax Benefits	1,000,000	$ 1,000,000		$ 1,000,000
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	$ 854,000	$ 854,000		$ 807,000

Note 9 - Inventories (Details) - Inventories - USD ($)
$ in Thousands

Nov. 24, 2013

May 26, 2013

Inventories [Abstract]

Finished goods

$ 13,723

$ 11,297

Raw materials

9,736

9,290

Work in progress

3,406

3,526

Total

$ 26,865

$ 24,113

^[1]

[1]	Derived from audited financial statements.

Note 10 - Debt (Details)	1 Months Ended		3 Months Ended			6 Months Ended
Note 10 - Debt (Details)	May 23, 2012 USD ($)	Apr. 23, 2012 USD ($)	Nov. 24, 2013 USD ($)	Nov. 25, 2012 USD ($)	Aug. 26, 2012	Nov. 24, 2013 USD ($)	Nov. 25, 2012 USD ($)	May 28, 2013 USD ($)	May 26, 2013 USD ($)
Remarketing Fee [Member]
Note 10 - Debt (Details) [Line Items]
Annual Re-Marketing Fee Percentage						0.125%
Annual Fees [Member]
Note 10 - Debt (Details) [Line Items]
Annual Letter of Credit Fee Percentage						0.75%
GE [Member] \| Amortization of Loan Origination Fees [Member]
Note 10 - Debt (Details) [Line Items]
Interest Expense, Other			$ 47,000	$ 45,000		$ 94,000	$ 91,000
GE [Member]
Note 10 - Debt (Details) [Line Items]
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums			1,100,000			1,100,000			$ 1,200,000
Apio [Member]
Note 10 - Debt (Details) [Line Items]
Line of Credit Facility Term		5 years
Line of Credit Facility, Maximum Borrowing Capacity		$ 25,000,000
Debt Instrument, Basis Spread on Variable Rate		2.00%
Line of Credit Facility, Remaining Borrowing Capacity			18,300,000			18,300,000
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage		0.375%
Line of Credit Facility, Amount Outstanding			1,000,000			$ 1,000,000			4,000,000
Apio [Member]
Note 10 - Debt (Details) [Line Items]
Minimum Fixed Charge Coverage Ratio						1.10 to 1.0
Lifecore [Member] \| Amortization of Loan Origination Fees [Member]
Note 10 - Debt (Details) [Line Items]
Interest Expense, Other			13,000			$ 26,000	$ 26,000
Lifecore [Member]
Note 10 - Debt (Details) [Line Items]
Minimum Fixed Charge Coverage Ratio						1.10 to 1.0
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums			123,000			$ 123,000			149,000
Minimum Quick Ratio					1) A Credit and Security Agreement (the "Credit Agreement") which includes (a) a one-year, $10.0 million asset-based working capital revolving line of credit, with an interest rate of LIBOR plus 1.85%, with availability based on the combination of Lifecore's eligible accounts receivable and inventory balances (availability was $9.4 million at November 24, 2013) and with no unused fee (at November 24, 2013 and May 26, 2013, no amounts were outstanding under the line of credit) and (b) a $12.0 million term loan which matures in four years due in monthly payments of $250,000 with interest payable monthly based on a variable interest rate of LIBOR plus 2% (the "Term Loan").	1.25 to 1.00
Term Loan [Member]
Note 10 - Debt (Details) [Line Items]
Long-term Debt	$ 12,000,000
Working Capital Line of Credit [Member]
Note 10 - Debt (Details) [Line Items]
Line of Credit Facility Term	1 year
Line of Credit Facility, Maximum Borrowing Capacity	$ 9,400,000
Debt Instrument, Basis Spread on Variable Rate	1.85%
Line of Credit Facility, Remaining Borrowing Capacity			10,000,000			$ 10,000,000
Term Loan [Member]
Note 10 - Debt (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate	2.00%
Long Term Debt Contractual Maturity Term	4 years
Debt Instrument, Periodic Payment, Principal	$ 250,000
Number of Financing Agreements	2
Long-term Debt			$ 37,177,000			$ 37,177,000			$ 40,305,000
Letters of Credit Outstanding, Amount	$ 3,500,000
Minimum Tangible Net Worth								$ 29,000,000

Note 10 - Debt (Details) - Long-term Debt - USD ($)
$ in Thousands

Nov. 24, 2013

May 26, 2013

Capital Equipment Loan [Member]

$ 16,606

$ 17,065

10,266

11,080

Term Note [Member]

Industrial Revenue Bonds [Member]

7,500

9,000

2,805

3,160