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Cover Page - shares	9 Months Ended
Cover Page - shares	Feb. 23, 2020	Mar. 27, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	0-27446
Entity Registrant Name	LANDEC CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3025618
Entity Address, Address Line One	5201 Great America Parkway, Suite 232
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054
City Area Code	650
Local Phone Number	306-1650
Title of 12(b) Security	Common Stock
Trading Symbol	LNDC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Central Index Key	0001005286
Current Fiscal Year End Date	--05-31
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Common Stock, Shares Outstanding (in shares)		29,182,178
Document Period End Date	Feb. 23, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Shell Company	false

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Feb. 23, 2020	May 26, 2019
Current Assets:
Cash and cash equivalents	$ 2,607	$ 1,080
Accounts receivable, less allowance for doubtful accounts	69,763	69,565
Inventories	67,059	54,132
Prepaid expenses and other current assets	9,382	8,264
Total Current Assets	148,811	133,041
Investment in non-public company, fair value	61,300	61,100
Property and equipment, net	191,782	200,027
Operating leases	25,187
Goodwill	77,246	76,742
Trademarks/tradenames, net	29,928	29,928
Customer relationships, net	13,782	15,319
Other assets	2,024	2,934
Total Assets	550,060	519,091
Current Liabilities:
Accounts payable	63,660	53,973
Accrued compensation	8,458	10,687
Other accrued liabilities	11,111	10,001
Current portion of lease liabilities	3,900	75
Deferred revenue	618	499
Line of credit	58,500	52,000
Current portion of long-term debt, net	11,723	9,791
Other current liabilities, discontinued operations	0	65
Total Current Liabilities	157,970	137,091
Long-term debt, net	104,539	87,193
Long-term lease liabilities	26,757
Long-term lease liabilities		3,532
Deferred taxes, net	11,662	19,393
Other non-current liabilities	1,464	1,738
Total Liabilities	302,392	248,947
Stockholders’ Equity:
Common stock, $0.001 par value; 50,000 shares authorized; 29,182 and 29,102 shares issued and outstanding at February 23, 2020 and May 26, 2019, respectively	29	29
Additional paid-in capital	162,077	160,341
Retained earnings	86,394	109,710
Accumulated other comprehensive (loss) income	(832)	64
Total Stockholders’ Equity	247,668	270,144
Total Liabilities and Stockholders’ Equity	$ 550,060	$ 519,091

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Feb. 23, 2020	May 26, 2019
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	29,182,000	29,102,000
Common stock, shares outstanding (in shares)	29,182,000	29,102,000

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 23, 2020	Feb. 24, 2019	Feb. 23, 2020	Feb. 24, 2019
Income Statement [Abstract]
Product sales	$ 152,928	$ 155,554	$ 434,235	$ 404,779
Cost of product sales	132,881	133,985	383,338	349,988
Gross profit	20,047	21,569	50,897	54,791
Operating costs and expenses:
Research and development	2,747	2,739	8,390	8,005
Selling, general and administrative	18,783	15,588	54,000	43,791
Restructuring costs	13,528	0	13,934	0
Total operating costs and expenses	35,058	18,327	76,324	51,796
Operating (loss) income	(15,011)	3,242	(25,427)	2,995
Dividend income	281	413	843	1,238
Interest income	46	34	96	113
Interest expense	(2,211)	(1,771)	(6,455)	(3,275)
Other income, net	67	0	61	1,600
Net (loss) income from continuing operations before tax	(16,828)	1,918	(30,882)	2,671
Income tax benefit (expense)	5,310	(385)	7,840	(917)
Net (loss) income from continuing operations	(11,518)	1,533	(23,042)	1,754
Discontinued operations:
Loss from discontinued operations	0	(609)	0	(1,415)
Income tax benefit	0	143	0	333
Loss from discontinued operations, net of tax	0	(466)	0	(1,082)
Net (loss) income applicable to common stockholders	$ (11,518)	$ 1,067	$ (23,042)	$ 672
Basic net loss per share:
(Loss) income from continuing operations (in dollars per share)	$ (0.39)	$ 0.05	$ (0.79)	$ 0.06
Loss from discontinued operations (in dollars per share)	0	(0.02)	0	(0.04)
Total basic net loss per share (in dollars per share)	(0.39)	0.03	(0.79)	0.02
Diluted net loss per share:
(Loss) income from continuing operations (in dollars per share)	(0.39)	0.05	(0.79)	0.06
Loss from discontinued operations (in dollars per share)	0	(0.01)	0	(0.04)
Total diluted net loss per share (in dollars per share)	$ (0.39)	$ 0.04	$ (0.79)	$ 0.02
Shares used in per share computation
Basic (in shares)	29,170	28,919	29,155	28,140
Diluted (in shares)	29,170	29,151	29,155	28,399
Other comprehensive loss, net of tax:
Net unrealized losses on interest rate swaps (net of tax effect of $124, $215, $305, $190)	$ (411)		$ (896)
Net unrealized losses on interest rate swaps (net of tax effect of $124, $215, $305, $190)		$ (595)		$ (608)
Other comprehensive loss, net of tax	(411)	(595)	(896)	(608)
Total comprehensive (loss) income	$ (11,929)	$ 472	$ (23,938)	$ 64

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND LOSS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 23, 2020	Feb. 24, 2019	Feb. 23, 2020	Feb. 24, 2019
Income Statement [Abstract]
Change in net unrealized gains (losses) on interest rate swap, tax	$ 124		$ 305
Change in net unrealized gains (losses) on interest rate swap, tax		$ 215		$ 190

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Balance (in shares) at May. 27, 2018		27,702
Balance at May. 27, 2018	$ 252,562	$ 28	$ 142,087	$ 109,299	$ 1,148
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under stock plans (in shares)		47
Issuance of stock under stock plans	0
Taxes paid by Company for employee stock plans	(10)		(10)
Stock-based compensation	728		728
Net income (loss)	190			190
Other comprehensive income, net of tax	(89)				(89)
Balance (in shares) at Aug. 26, 2018		27,749
Balance at Aug. 26, 2018	253,381	$ 28	142,805	109,489	1,059
Balance (in shares) at May. 27, 2018		27,702
Balance at May. 27, 2018	252,562	$ 28	142,087	109,299	1,148
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	672
Other comprehensive income, net of tax	(608)
Balance (in shares) at Feb. 24, 2019		29,006
Balance at Feb. 24, 2019	270,064	$ 29	159,524	109,971	540
Balance (in shares) at Aug. 26, 2018		27,749
Balance at Aug. 26, 2018	253,381	$ 28	142,805	109,489	1,059
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under stock plans (in shares)		36
Issuance of stock under stock plans	0
Taxes paid by Company for employee stock plans	(237)		(237)
Stock-based compensation	938		938
Net income (loss)	(585)			(585)
Other comprehensive income, net of tax	76				76
Balance (in shares) at Nov. 25, 2018		27,785
Balance at Nov. 25, 2018	253,573	$ 28	143,506	108,904	1,135
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under stock plans (in shares)		18
Issuance of stock in connection with Yucatan acquisition (in shares)		1,203
Issuance of common stock in connection with Yucatan Foods acquisition	15,067	$ 1	15,067
Issuance of stock under stock plans	230		230
Taxes paid by Company for employee stock plans	(95)		(95)
Stock-based compensation	816		816
Net income (loss)	1,067			1,067
Other comprehensive income, net of tax	(595)				(595)
Balance (in shares) at Feb. 24, 2019		29,006
Balance at Feb. 24, 2019	270,064	$ 29	159,524	109,971	540
Balance (in shares) at May. 26, 2019		29,102
Balance at May. 26, 2019	270,144	$ 29	160,341	109,710	64
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under stock plans (in shares)		44
Issuance of stock under stock plans	0
Taxes paid by Company for employee stock plans	(55)		(55)
Stock-based compensation	528		528
Net income (loss)	(4,784)			(4,784)
Other comprehensive income, net of tax	(612)				(612)
Balance (in shares) at Aug. 25, 2019		29,146
Balance at Aug. 25, 2019	264,947	$ 29	160,814	104,652	(548)
Balance (in shares) at May. 26, 2019		29,102
Balance at May. 26, 2019	270,144	$ 29	160,341	109,710	64
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(23,042)
Other comprehensive income, net of tax	(896)
Balance (in shares) at Feb. 23, 2020		29,182
Balance at Feb. 23, 2020	247,668	$ 29	162,077	86,394	(832)
Balance (in shares) at Aug. 25, 2019		29,146
Balance at Aug. 25, 2019	264,947	$ 29	160,814	104,652	(548)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under stock plans (in shares)		17
Issuance of stock under stock plans	30		30
Taxes paid by Company for employee stock plans	(75)		(75)
Stock-based compensation	787		787
Net income (loss)	(6,740)			(6,740)
Other comprehensive income, net of tax	127				127
Balance (in shares) at Nov. 24, 2019		29,163
Balance at Nov. 24, 2019	259,076	$ 29	161,556	97,912	(421)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under stock plans (in shares)		19
Taxes paid by Company for employee stock plans	(45)		(45)
Stock-based compensation	566		566
Net income (loss)	(11,518)			(11,518)
Other comprehensive income, net of tax	(411)				(411)
Balance (in shares) at Feb. 23, 2020		29,182
Balance at Feb. 23, 2020	$ 247,668	$ 29	$ 162,077	$ 86,394	$ (832)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Feb. 23, 2020	Feb. 24, 2019
Cash flows from operating activities:
Consolidated net (loss) income	$ (23,042)	$ 672
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, amortization of intangibles and amortization of debt costs	13,800	10,506
Stock-based compensation expense	1,881	2,482
Deferred taxes	(7,881)	540
Change in investment in non-public company, fair value	(200)	(1,600)
Change in contingent consideration liability	(500)	(3,500)
Net loss (gain) on disposal of property and equipment	135	(24)
Pacific Harvest note receivable reserve	1,202	0
Non-cash restructuring and impairment of assets charges	11,518	0
Other, net	139	0
Changes in current assets and current liabilities:
Accounts receivable, net	(198)	315
Inventories	(12,927)	(1,024)
Prepaid expenses and other current assets	551	1,066
Accounts payable	11,791	11,912
Accrued compensation	(2,230)	(3,061)
Other accrued liabilities	1,504	755
Deferred revenue	119	(1,590)
Net cash (used in) provided by operating activities	(4,338)	17,449
Cash flows from investing activities:
Purchases of property and equipment	(22,118)	(33,144)
Acquisition of Yucatan Foods (Note 2), net of cash acquired	0	(59,872)
Proceeds from collections of notes receivable	364	404
Proceeds from sales of fixed assets	2,432	239
Net cash used in investing activities	(19,322)	(92,373)
Cash flows from financing activities:
Proceeds from sale of common stock	30	230
Taxes paid by Company for employee stock plans	(175)	(342)
Proceeds from debt	27,500	60,000
Payments on long-term debt	(8,094)	(2,564)
Proceeds from lines of credit	84,400	34,000
Payments on lines of credit	(77,900)	(17,000)
Payments for debt issuance costs	(766)	(509)
Net cash provided by financing activities	24,995	73,815
Net increase (decrease) in cash, cash equivalents and restricted cash	1,335	(1,109)
Cash, cash equivalents and restricted cash, beginning of period	1,465	3,216
Cash, cash equivalents and restricted cash, end of period	2,800	2,107
Supplemental disclosure of non-cash investing activities:
Purchases of property and equipment on trade vendor credit	1,793	3,035
Pacific Harvest note receivable reserve	$ 1,202	$ 0

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

9 Months Ended

Feb. 23, 2020

Accounting Policies [Abstract]

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 sells specialty packaged branded Eat Smart^® and private label fresh-cut vegetables and whole produce to retailers, club stores, and food service operators, primarily in the United States and Canada. The Company also sells premier specialty olive oils and wine vinegars under its O Olive Oil & Vinegar^® (“O”) brand to natural food, conventional grocery and mass retail stores primarily in the United States and Canada. The majority of Yucatan^® and Cabo Fresh^® branded guacamole and avocado products are sold in the U.S. grocery channel, but they are also sold in U.S. mass retail, Canadian grocery retail and foodservice channels.

Landec sells its food products through its subsidiary, Curation Foods, Inc. (“Curation Foods”), which serves as the corporate umbrella for a portfolio of four natural food brands, including the Company’s flagship brand Eat Smart as well as three emerging natural food brands, consisting of O olive oil and vinegar products, and its two new brands, Yucatan and Cabo Fresh authentic guacamole and avocado products, acquired by the Company through the acquisition of Yucatan Foods on December 1, 2018. O, Yucatan and Cabo Fresh are referred to collectively as “Emerging Brands”. See Note 2 - Acquisitions for more details.

The Company has two proprietary polymer technology platforms: 1) Intelimer^® polymers, and 2) hyaluronan (“HA”) biopolymers.

The Company sells HA-based and non-HA biomaterials and related services through its Lifecore Biomedical, Inc. (“Lifecore”) subsidiary, which are used for multiple applications, including the manufacture of pharmaceutical-grade sodium hyaluronate in bulk form as well as formulated and filled syringes and vials for injectable products. The Company’s HA biopolymers and non-HA materials are proprietary in that they are specially formulated for specific customers to meet strict regulatory requirements.

The Company’s technologies, along with its customer relationships and tradenames, are the foundation and key differentiating advantages upon which Landec has built its business.

Basis of Presentation

The accompanying unaudited consolidated financial statements of Landec have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) 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 of the Company at February 23, 2020, 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 GAAP 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, 2019.

The Company’s fiscal year is the 52- or 53-week period that ends on the last Sunday of May with quarters within each year ending on the last Sunday of August, November, and February; however, in instances where the last Sunday would result in a quarter being 12-weeks in length, the Company’s policy is to extend that quarter to the following Sunday. A 14th week is included in the fiscal year every five or six years to realign the Company’s fiscal quarters with calendar quarters. The Company's fiscal year 2020 is a 53-week period and the fourth quarter of fiscal year 2020 is a 14-week period.

In May 2019, the Company discontinued the Now Planting business. As a result, the Now Planting business, which was launched during the second quarter of fiscal year 2019, has been reclassified as a discontinued operation under the provisions of Accounting Standards Codification ("ASC") 205-20, Presentation of Financial Statements - Discontinued Operations ("ASC 205-20") for the three and nine months ended February 24, 2019.

The results of operations for the nine months ended February 23, 2020 are not necessarily indicative of the results that may be expected for an entire fiscal year because there is some seasonality in Curation Foods’ 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 GAAP and include the accounts of Landec Corporation and its subsidiaries, Curation Foods and Lifecore. All intercompany transactions and balances have been eliminated. The financial results of Yucatan Foods have been included in the Company's consolidated financial statements from the date of acquisition on December 1, 2018.

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 the equity investment in the non-public company are not VIEs.

Reclassifications

Certain reclassifications have been made to prior year financial statements to conform to the current year presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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; loss contingencies; sales returns and allowances; inventories; self-insurance liabilities; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived assets including 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 are 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 money market funds. The market value of cash equivalents approximates their historical cost given their short-term nature.

Reconciliation of Cash and Cash Equivalents and Restricted Cash as presented on the Statements of Cash Flows

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows:


(In thousands)	February 23, 2020		May 26, 2019		February 24, 2019		May 27, 2018
Cash and cash equivalents	$	2,607	$	1,080	$	1,722	$	2,899
Restricted cash	193		385		385		325
Cash, discontinued operations	—		—		—		(8)
Cash, cash equivalents and restricted cash	$	2,800	$	1,465	$	2,107	$	3,216

Restricted Cash

The Company was required to maintain $0.2 million and $0.4 million of restricted cash at February 23, 2020 and May 26, 2019 related to certain collateral requirements for obligations under its workers' compensation programs. The restricted cash is included in Other assets in the Company’s accompanying Consolidated Balance Sheets.

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value and consist of the following:


(In thousands)	February 23, 2020		May 26, 2019
Raw materials	$	29,893	$	23,195
Work in progress	4,343		4,189
Finished goods	32,823		26,748
Total	$	67,059	$	54,132

If the cost of the inventories exceeds their net realizable value, provisions are recorded currently to reduce them to net realizable value. The Company also records a provision for slow moving and obsolete inventories based on the estimate of demand for its products.

Related Party Transactions

The Company sells and licenses its BreatheWay® food packaging technology to Windset Holdings 2010 Ltd. (“Windset”), in which, as further described in Note 3, the Company owns an approximate 26.9% ownership interest. During the three months ended February 23, 2020 and February 24, 2019, the Company recognized revenues of $0.2 million and $0.1 million, respectively. During the nine months ended February 23, 2020 and February 24, 2019, the Company recognized revenues of $0.4 million and $0.3 million, respectively. These amounts have been included in Product sales in the accompanying Consolidated Statements of Comprehensive Income and Loss. The related receivable balances of $0.3 million and $0.5 million are included in Accounts receivable in the accompanying Consolidated Balance Sheets as of February 23, 2020 and May 26, 2019, respectively.

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

Debt Issuance Costs

The Company records its line of credit debt issuance costs as an asset, and as such, $0.2 million and $0.3 million were recorded as Prepaid expenses and other current assets, and Other assets in the accompanying Consolidated Balance Sheets, respectively, as of February 23, 2020, and $0.1 million and $0.2 million, respectively, as of May 26, 2019. The Company records its term debt issuance costs as a contra-liability, and as such, $0.3 million and $0.5 million was recorded as Current portion of long-term debt, and Long-term debt, net in the accompanying Consolidated Balance Sheets, respectively, as of February 23, 2020 and $0.2 million and $0.3 million, respectively, as of May 26, 2019.

Financial Instruments

The Company’s financial instruments are primarily composed of 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 approximates its carrying value.

Cash Flow Hedges

The Company has entered into interest rate swap contracts to manage interest rate risk. These derivative instruments may offset a portion of the changes in interest expense. The Company designates these derivative instruments as cash flow hedges. The Company’s derivative instruments are subject to master netting arrangements. These arrangements include provisions to setoff positions with the same counterparties in the event of default by one of the parties. The Company accounts for its derivative instruments as either an asset or a liability and carries them at fair value in Other assets or Other non-current liabilities

in the accompanying Consolidated Balance Sheets. The accounting for changes in the fair value of derivative instruments depends on the intended use of the derivative instrument and the resulting designation.

For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of Accumulated Other Comprehensive Income (“AOCI”) in Stockholders’ Equity and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument, if any, is recognized in earnings in the current period. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions.

Accumulated Other Comprehensive Income

Comprehensive income consists of two components, net income and Other Comprehensive Income (“OCI”). OCI refers to revenue, expenses, and gains and losses that under GAAP are recorded as a component of stockholders’ equity but are excluded from the determination of net income. The Company’s AOCI consists of net deferred gains and losses on its interest rate swap contracts accounted for as cash flow hedges. The components of AOCI, net of tax, are as follows:


(In thousands)	AOCI
Accumulated OCI, net, as of May 26, 2019	$	64
Unrealized losses on interest rate swap contracts, net of tax effect	(896)
Accumulated OCI, net, as of February 23, 2020	$	(832)

The Company does not expect any transactions or other events to occur that would result in the reclassification of any significant gains or losses into earnings in the next 12 months.

Investment in Non-Public Company

On February 15, 2011, the Company made its initial investment in Windset which is reported as an Investment in non-public company, fair value, in the accompanying Consolidated Balance Sheets as of February 23, 2020 and May 26, 2019. The Company has elected to account for its investment in Windset under the fair value option. See Note 3 – Investment in Non-public Company, for further information.

Assets Held for Sale

In January 2020, the Company decided to divest its Curation Foods’ salad dressing plant in Ontario, California. In the third quarter of fiscal year 2020, the Company (1) designated the fixed assets of its office and manufacturing space located in Ontario, California, as assets held for sale, (2) recognized a $10.9 million impairment loss, which is included in Restructuring costs within the Consolidated Statements of Comprehensive Income and Loss, and (3) reclassified the remaining net carrying value of $2.6 million from Property and equipment, net to Prepaid expenses and other current assets within the Consolidated Balance Sheet. Liabilities of $0.3 million and $3.0 million related to these assets are included in Current portion of lease liabilities and Long-term lease liabilities, respectively, within the Consolidated Balance Sheet. The Company expects to complete this divestiture within the first half of fiscal year 2021.

In June 2019, the Company designated the Santa Maria, California office as the Curation Foods headquarters, and decided to close and put up for sale the Curation Foods office in San Rafael, California. In the first quarter of fiscal year 2020, the San Rafael property had been designated as held for sale and the net carrying value of $2.8 million was reclassified from Property and equipment, net to Other current assets within the Consolidated Balance Sheet. In the second quarter of the fiscal year 2020, the Company recognized a $0.4 million impairment loss, which is included in Restructuring costs within the Consolidated Statements of Comprehensive Income and Loss. In the third quarter of fiscal year 2020, the Company closed escrow on the San Rafael property held for sale. The Company received net cash proceeds of $2.4 million in connection with the sale.

Leases

Under Topic 842, the Company determines if an arrangement is a lease at inception. Right-of-use ("ROU") assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is a quoted rate based on

the understanding of what the Company's credit rating would be. Certain agreements may contain the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset. The Company, when reasonably certain to exercise the option, considers these options in determining the measurement of the lease. The Company's lease agreements do not contain any material residual value guarantees.

The Company's lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. The Company combines fixed payments for non-lease components with lease payments and account for them together as a single lease component which increases the amount of lease assets and liabilities.

Payments under lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease assets and liabilities. These amounts primarily include payments affected by changes in price indices.

Intangible Assets

The Company’s intangible assets are comprised of customer relationships with finite estimated useful life of eleven to thirteen years, and trademarks/tradenames and goodwill with indefinite useful 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. For goodwill and other indefinite-lived intangible assets, the Company performs a qualitative impairment analysis in accordance with ASC 350-30-35.

Partial Self-Insurance on Employee Health and Workers Compensation Plans

The Company provides health insurance benefits to eligible employees under self-insured plans whereby the Company pays actual medical claims subject to certain stop loss limits and self-insures its workers compensation claims. 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 Other accrued liabilities in the accompanying Consolidated Balance Sheets and represents management's best estimate of the amounts that have not been paid as of February 23, 2020 and May 26, 2019. It is reasonably possible that the expense the Company ultimately incurs could differ and adjustments to future reserves may be necessary.

Business Interruption Insurance Recoveries

In the third quarter of fiscal year 2019, the Company recalled five SKUs of Eat Smart single-serve Salad Shake-Ups!™. In the fourth quarter of fiscal year 2019, the Company submitted a product recall claim. During the three and nine months ended February 23, 2020, the Company recognized $0.0 million and $3.0 million, respectively, of business interruption insurance recoveries. Amounts received on insurance recoveries related to business interruption are recorded as a reduction to “Cost of sales” and are classified as operating cash flows.

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 3 – Investment in Non-public Company for further information. The Company also measures its contingent consideration liability at fair value. See Note 2 – Acquisitions for further information. 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 February 23, 2020 and May 26, 2019, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis, including its interest rate swap contracts, its minority interest investment in Windset, and its contingent consideration liability from the acquisition of O.

The fair value of the Company’s interest rate swap contracts is determined based on model inputs that can be observed in a liquid market, including yield curves, and is categorized as a Level 2 fair value measurement and is included in Other assets or Other non-current liabilities in the accompanying Consolidated Balance Sheets.

As of February 23, 2020, the Company held certain assets that were required to be measured at fair value on a non-recurring basis. The fair market value of the assets, less the costs to sell, was $2.6 million, and was based on third-party valuations. The valuations primarily used the market approach, and the inputs utilized were comparable sales of similar assets, which are generally unobservable and are supported by little or no market data, and therefore were classified within Level 3.

The fair value of the Company’s contingent consideration liability from the acquisition of O utilizes significant unobservable inputs, including projected earnings before interest, taxes, depreciation and amortization (“EBITDA”) and discount rates. As a result, the Company’s contingent consideration liability associated with the O acquisition is considered a Level 3 measurement liability and is included in Other non-current liabilities in the accompanying Consolidated Balance Sheets. During the three months ended November 24, 2019 the Company estimated that no earn out would be earned under the agreement and therefore reversed the remaining $0.5 million of contingent liability which is included in Selling, general and administrative within the Consolidated Statements of Comprehensive Income and Loss.

In determining the fair value of the Company’s contingent consideration liability, the Company utilizes the following significant unobservable inputs in the discounted cash flow models:


	At February 23, 2020	At May 26, 2019
Cost of debt	5.1% to 5.5%	5.1% to 5.5%
Market price of risk adjustment	14%	14%
EBITDA volatility	28%	28%

The fair value of our contingent consideration liability is not considered sensitive to change in forecasts. A 10% increase in EBITDA forecast would have an immaterial impact on the value of the contingent consideration liability as of February 23, 2020.

The Company has elected the fair value option of accounting for its investment in Windset. The calculation of fair value utilizes significant unobservable inputs, 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 value of the Company’s investment in Windset for the three and nine months ended February 23, 2020 was due to the Company's 26.9% minority interest in the change in the fair market value of Windset during the period.

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 February 23, 2020	At May 26, 2019
Revenue growth rates	6% to 7%	6%
Expense growth rates	5% to 7%	6%
Income tax rates	15%	15%
Discount rates	12%	12%

The revenue growth, expense growth, and income tax rate assumptions are considered 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 and then applies an additional discount for lack of liquidity 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 investment in Windset as of February 23, 2020
10% increase in revenue growth rates	$	5,400
10% increase in expense growth rates	$	(4,200)
10% increase in income tax rates	$	(500)
10% increase in discount rates	$	(3,600)

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 and nonrecurring basis:


(In thousands)	Fair Value at February 23, 2020										Fair Value at May 26, 2019
Assets:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Interest rate swap contracts	$	—	$	58	$	—	$	—	$	644	$	—
Assets held for sale - nonrecurring	—		—		2,607		—		—		—
Investment in non-public company	—		—		61,300		—		—		61,100
Total assets	$	—	$	58	$	63,907	$	—	$	644	$	61,100
Liabilities:
Interest rate swap contracts	$	—	$	1,145	$	—	$	—	$	482	$	—
Contingent consideration liability	—		—		—		—		—		500
Total liabilities	$	—	$	1,145	$	—	$	—	$	482	$	500

The following table reflects the fair value roll forward reconciliation of Level 3 assets and liabilities measured at fair value for the nine months ended February 23, 2020:


(In thousands)	Windset Investment		Contingent Consideration Liability
Balance as of May 26, 2019	$	61,100	$	500
Fair value change	200		(500)
Balance as of February 23, 2020	$	61,300	$	—

Revenue Recognition

The Company follows the five step, principles-based model to recognize revenue upon the transfer of promised goods or services to customers and in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. Revenue, net of estimated allowances and returns, is recognized when the Company has completed its performance obligations under a contract and control of the product is transferred to the customer. Substantially all revenue is recognized at the time shipment is made or upon delivery as control of the product is transferred to the customer. Revenue for development service contracts are generally recognized based upon the labor hours expended relative to the total expected hours as a measure of progress to depict transfer of control of the service over time. The services are not distinct and are accounted for as a single performance obligation for each customer.

For descriptions of the Company’s product offerings and segments refer to Note 9 – Business Segment Reporting in our annual report on Form 10-K for the year ended May 26, 2019.

The Company’s standard terms of sale are included in its contracts, purchase orders, and invoices. As such, all revenue is considered revenue recognized from contracts with customers. Shipping and other transportation costs charged to customers are recorded in both revenue and cost of goods sold. The Company has elected to account for shipping and handling as fulfillment activities, and not a separate performance obligation. The Company’s standard payment terms with its customers range from 30 days to 90 days. Certain customers may receive cash-based incentives (including: volume rebates, discounts, and slotting fees),

which are accounted for as variable consideration to the Company’s performance obligations. The Company estimates these sales incentives based on the expected amount to be provided to its customers and reduces revenues recognized towards its performance obligations. The Company does not anticipate significant changes in its estimates for variable consideration.

Occasionally, the Company enters into bill-and-hold arrangements, where it invoices the customer for products even though it retains possession of the products until a point-in-time in the future when the products will be shipped to the customer. In these contracts, the primary performance obligation is satisfied, and revenue is generally recognized, at a point-in-time when the product is segregated from the Company’s general inventory, it's ready for shipment to the customer, and the Company does not have the ability to use the product or re-deploy it to another customer.

The Company disaggregates its revenue by segment product lines based on how it markets its products and reviews results of operations. The following tables disaggregate segment revenue by major product lines:


(In thousands)	Three Months Ended						Nine Months Ended
Curation Foods:	February 23, 2020		February 24, 2019		February 23, 2020		February 24, 2019
Salads	$	50,402	$	49,387	$	149,819	$	140,417
Core vegetables	61,050		68,071		174,684		195,203
Emerging brands	16,030		14,394		49,403		17,394
Total	$	127,482	$	131,852	$	373,906	$	353,014


	Three Months Ended						Nine Months Ended
Lifecore:	February 23, 2020		February 24, 2019		February 23, 2020		February 24, 2019
Aseptic	$	6,802	$	7,432	$	22,242	$	21,326
Fermentation	11,442		11,450		17,211		16,436
Development services	7,202		4,820		20,876		14,003
Total	$	25,446	$	23,702	$	60,329	$	51,765

Contract Assets and Liabilities

Contract assets primarily relate to the Company’s conditional right to consideration for work completed but not billed at the reporting date. The Company’s contract assets as of February 23, 2020 and May 26, 2019 were $10.8 million and $5.6 million, respectively.

Contract liabilities primarily relate to payments received from customers in advance of performance under the contract. The Company’s contract liabilities as of February 23, 2020 and May 26, 2019 were $0.3 million and $0.2 million, respectively. Revenue recognized during the three and nine months ended February 23, 2020, that was included in the contract liability balance at the beginning of fiscal year 2020, were $0.0 million and $0.2 million, respectively.

Shipping and Handling

Shipping and handling costs are incurred to move the Company’s products from production and storage facilities to the customer. Handling costs are incurred from the point the product is segregated from the Company’s general inventory until it is provided to the shipper and generally include costs to store, move and prepare the products for shipment. The cost of shipping and handling services is recognized in Cost of product sales. When the costs of shipping and handling are passed on to a customer, the related amount is recorded in revenue.

Legal Contingencies

In the ordinary course of business, the Company is involved in various legal proceedings and claims.

The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least each fiscal quarter and adjusted to reflect the impacts of negotiations, estimate settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Legal fees are expensed in the period in which they are incurred.

Unfair Labor Practices

Curation Foods has been the target of a union organizing campaign which has included three unsuccessful attempts to unionize Curation Foods’ Guadalupe, California processing plant. The campaign has involved a union and over 100 former and current employees of Pacific Harvest, Inc. and Rancho Harvest, Inc. (collectively "Pacific Harvest"), Curation Foods’ labor contractors at its Guadalupe, California processing facility, bringing legal actions before various state and federal agencies, the California Superior Court, and initiating over 100 individual arbitrations against Curation Foods and Pacific Harvest.

The legal actions consisted of three main types of claims: (1) Unfair Labor Practice claims ("ULPs") before the National Labor Relations Board (“NLRB”), (2) discrimination/wrongful termination claims before state and federal agencies and in individual arbitrations, and (3) wage and hour claims as part of two Private Attorney General Act (“PAGA”) cases in state court and in over 100 individual arbitrations.

The ULP claims were settled in fiscal year 2017 for $0.3 million. Curation Foods was responsible for half of this settlement, or $0.2 million. On May 5, 2017, the parties to the remaining actions executed a Settlement Agreement concerning the discrimination/wrongful termination claims and the wage and hour claims which covers all non-exempt employees of Pacific Harvest working at Curation Foods’ Guadalupe, California processing facility from September 2011 through the settlement date. Under the Settlement Agreement, the plaintiffs were paid $6.0 million in three installments: $2.4 million of which was paid in July 2017, $1.8 million of which was paid in November 2017, and $1.8 million of which was paid in July 2018, representing the final payment due under the settlement agreement. The Company and Pacific Harvest have each agreed to pay one half of the settlement payments. The Company paid the entire first two installments of $4.2 million and Pacific Harvest agreed to reimburse the Company for its $2.1 million portion. As of February 23, 2020, the outstanding balance of the receivable was $1.2 million. The Company makes ongoing estimates relating to the collectability of receivables. A reserve is established for any note when there is reasonable doubt that the principal or interest will be collected in full. The Company may write-off uncollectable receivables after collection efforts are exhausted. During the second quarter of fiscal 2020, the Company's quarterly review for collectability concluded that a receivable reserve of $1.2 million would be recorded. This was due to delinquency in the payment schedule that changed the Company's conclusion. At February 23, 2020, the reserve balance remained at $1.2 million.

Compliance Matters

As previously disclosed, on December 1, 2018, the Company acquired all of the voting interests and substantially all of the assets of Yucatan Foods (the “Yucatan Acquisition”), which owns a guacamole manufacturing plant in Mexico called Procesadora Tanok, S de RL de C.V. (“Tanok”).

On October 21, 2019, the Company retained Latham & Watkins, LLP to conduct an internal investigation relating to potential environmental and Foreign Corrupt Practices Act (“FCPA”) compliance matters associated with regulatory permitting at the Tanok facility in Mexico. The Company subsequently disclosed to the U.S. Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”) the conduct under investigation, and these agencies have commenced an investigation. The Company has also disclosed the conduct under investigation to the Mexican Attorney General’s Office, which has commenced an investigation, and to Mexican regulatory agencies. The Company is cooperating in the government investigations and requests for information. The conduct at issue began prior to the Yucatan Acquisition, and the agreement for the Yucatan Acquisition provides the Company with certain indemnification rights that may allow the Company to recover the cost of a portion of the liabilities that have been and may be incurred by the Company in connection with these compliance matters. At this stage, the ultimate outcome of these or any other investigations or potential claims that may arise from the matters under investigation is uncertain and the Company cannot reasonably predict the timing or outcomes, or estimate the amount of net loss after indemnification or insurance recovery, or its effect, if any, on its financial statements.

Other Litigation Matters

On February 10, 2020, a complaint was filed against Curation Foods in the United States District Court for the Northern District of Georgia, Printpack, Inc. v. Curation Foods, Inc., alleging breach of contract pertaining to Curation Foods’ purchase of certain poly film packaging from the plaintiff. The plaintiff seeks an unspecified amount of monetary damages, litigation expenses, and interest. As of February 24, 2020, Curation Foods had not yet filed an answer to the complaint, nor asserted its defenses related thereto. Given the preliminary stage of this litigation, at this time Landec is unable to determine whether any loss is probable or reasonably estimate a range of such loss, and accordingly has not accrued any liability associated with this matter. The Company intends to defend this case vigorously.

On February 14, 2020, a complaint was filed against the Company, Curation Foods, the Company's current CEO Albert Bolles, the Company’s former CFO Gregory Skinner, and other defendants in Santa Barbara County Superior Court, entitled Pacific Harvest, Inc., et al. v. Curation Foods, Inc., et al. (No. 20CV00920). The case was brought by Pacific Harvest,

Inc. (“Pacific”) and Rancho Harvest, Inc. (“Rancho”), two related companies that have provided labor and employee staffing services to Curation Foods. Among other things, Pacific and Rancho allege that Curation Foods wrongfully decreased its use of Pacific’s staffing services and misappropriated Pacific’s trade secrets when Curation Foods increased its use of another staffing company and transitioned Pacific’s employees to the other staffing company. Pacific and Rancho also allege that Curation Foods breached agreements between the parties related to a loan from Curation Foods on which Pacific and Rancho have ceased making payments. Plaintiffs assert claims for breach of contract, breach of the implied covenant of good faith and fair dealing, intentional interference with contracts and potential economic advantage, misappropriation of trade secrets under California’s Uniform Trade Secrets Act, business practices in violation of California Unfair Competition Law, fraud, defamation, violation of California Usury Law, breach of fiduciary duty, and declaratory relief regarding the parties’ rights and obligations under certain of the parties’ contracts. Defendants have not yet appeared in this action. Given the preliminary stage of the litigation, at this time the Company is unable to determine whether any loss is probable or reasonably estimate a range of such loss, and accordingly has not accrued any liability associated with these matters. The Company intends to defend and pursue its interests in this case vigorously.

Recent Accounting Guidance

Recently Adopted Pronouncements

Income Taxes

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 20, 2020. The Company early adopted this guidance in the third quarter of fiscal year 2020, which had a favorable impact of $0.4 million for the three months then ended. This early adoption had no impact to the Company’s prior financial statements, nor will it have any impact to its full year fiscal 2020 financial statements.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use-assets. Effective May 27, 2019, the Company adopted the ASU on a modified retrospective basis. Prior period amounts were not adjusted and continue to be reported in accordance with historical accounting policies under ASC 840: Leases (Topic 840). The Company elected the package of practical expedients under which the Company has not reassessed prior conclusions about lease classification and initial direct costs. The Company elected the hindsight expedient to evaluate lease terms, and made a policy election that does not recognize right-of-use assets and lease liabilities related to short-term leases.

Upon adoption of ASU 2016-02, the Company recorded a transitional adjustment of $0.3 million to opening retained earnings to write off the difference in deferred rent balances from prior periods for operating leases with non-level rent. The difference arises from recalculation of deferred rent after applying updated lease terms as a result of applying hindsight. Additionally, the adoption of the standard had a significant impact in the condensed consolidated balance sheet where at the time of the adoption at the beginning of fiscal year 2020, the Company recorded $31.1 million of operating lease liabilities, along with $30.0 million of operating lease right-of-use assets.

This change had no impact on the Company’s ability to meet its loan covenants as the impact from the adoption of ASU 2016-02 was taken into consideration when determining its loan covenants.

Recently Issued Pronouncements to be Adopted

Cash Flow Hedges

In March 2020, the FASB issued guidance to provide temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (SOFR). The guidance is effective upon issuance and may be adopted on any date on or after March 12, 2020. The Company is currently assessing the future impact of this update on its consolidated financial statements and related disclosures.

Cloud Computing Arrangements

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract ("ASU 2018-15"), which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. The Accounting Standards Update generally aligns the guidance on recognizing implementation costs incurred in a cloud computing arrangement that is a service contract with that for implementation costs incurred to develop or obtain internal-use software, including hosting arrangements that include an internal-use software license. ASU 2018-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application is permitted. The Company is currently assessing the future impact of this update on its consolidated financial statements and related disclosures.

Fair Value Measurement

In August 2018, the FASB issued ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). The guidance eliminates, adds, and modifies certain disclosure requirements for fair value measurements. Entities will no longer have to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently assessing the future impact of this update on its consolidated financial statements and related disclosures.

Financial Instruments – Credit Losses

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), which requires the measurement of all expected credit losses for financial assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently assessing the future impact of this update on its consolidated financial statements and related disclosures.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, and Topic 825, Financial Instruments, which provides practical expedients and policy elections related to the presentation and disclosure of accrued interest and the related allowance for credit losses and clarifies how to disclose line-of-credit arrangements that are converted to term loans. ASU 2019-04 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently assessing the future impact of this update on its consolidated financial statements and related disclosures.

Acquisitions

9 Months Ended

Feb. 23, 2020

Business Combinations [Abstract]

Acquisitions

Yucatan Foods Acquisition

On December 1, 2018, (the "Acquisition Date") the Company acquired all of the voting interests and substantially all of the assets of Yucatan Foods, a manufacturer and seller of avocado-based food products. The total consideration paid to acquire Yucatan Foods was $75.0 million, consisting of $59.9 million in cash and 1,203,360 shares of common stock (“Stock Consideration”) with a fair value of $15.1 million. The fair value of the Stock Consideration is based on a per-share value of the Company’s common stock on the Acquisition Date. Given that the Sellers are restricted from selling the Landec common stock, a discount for lack of marketability was applied to the Stock Consideration. The discount for lack of marketability was based on restricted stock studies, pre-IPO studies, and utilizing the Black-Scholes option pricing model to estimate a discount of 17.5% and 20.0% for the 3-year and 4-year lockup period, respectively.

Pursuant to the terms of the purchase agreement, all 1,203,360 shares issued as Stock Consideration will be held in an escrow account to secure the indemnification rights of Landec with respect to certain matters, including breaches of representations, warranties and covenants such as environmental and tax representations. The Stock Consideration is comprised of two tranches, with 3-year and 4-year lock-up provisions, respectively, such that 50% of the Stock Consideration is released from lock-up on November 30, 2021, the 3-year anniversary of the close date of the transaction, and 50% of the Stock Consideration is released on November 30, 2022, the 4-year anniversary of the close date of the transaction.

Yucatan Foods, founded in 1991, produces and sells guacamole and other avocado products under its Yucatan and Cabo Fresh brands primarily in the U.S. and Canada. Yucatan Foods’ production facility is located in Guanajuato, Mexico, very

near where avocados are grown. Landec acquired Yucatan Foods to grow, strengthen, and stabilize its position in the natural foods market and to improve Curation Foods’ margins over time.

Upon acquisition, Yucatan Foods became a wholly-owned subsidiary of Curation Foods. The Acquisition Date fair value of the consideration paid consisted of the following:


(In thousands)
Cash consideration	$	59,898
Stock consideration	15,068
	$	74,966

The excess of the purchase price over the aggregate fair value of identifiable net assets acquired was recorded as goodwill. These preliminary fair values of the assets acquired and the liabilities assumed were determined through established and generally accepted valuation techniques and were subject to change during the measurement period as valuations were finalized. During the fourth quarter of fiscal 2019, the Company recorded measurement period adjustments to deferred income taxes of $1.7 million and indemnification provisions for environmental related items of $0.7 million, resulting in an increase to goodwill of $1.0 million. During the second quarter of fiscal 2020, the Company recorded measurement period adjustments to deferred income taxes of $0.5 million, resulting in an increase to goodwill of $0.5 million, and completed the acquisition accounting for the Yucatan Foods acquisition. The following is a summary of the amounts recognized in accounting for the Yucatan Foods acquisition:


(In thousands)
Cash and cash equivalents	$	26
Accounts receivable, net	6,310
Inventories	11,384
Prepaid expenses and other current assets	1,573
Other assets	102
Property and equipment	14,083
Trademarks/tradenames	15,900
Customer relationships	11,000
Accounts payable	(4,507)
Other accrued liabilities	(1,873)
Deferred tax liabilities	(1,767)
Net identifiable assets acquired	52,231
Goodwill	22,735
Total fair value purchase consideration	$	74,966

Intangible Assets

The Company identified two intangible assets in connection with the Yucatan Foods acquisition: trademark/tradenames valued at $15.9 million and customer relationships valued at $11.0 million, which are included within Trademarks/tradenames and Customer relationships in the accompanying Consolidated Balance Sheets, respectively. Tradenames are considered to be an indefinite lived asset and therefore, will not be amortized. Customer relationships have an estimated useful life of 12 years and will be amortized to operating expenses on an accelerated basis that reflects the pattern in which the economic benefits are consumed. The tradenames are valued using the relief from royalty valuation method and the customer relationships are valued using the excess earnings method.

Goodwill

The goodwill recognized from the Yucatan Foods acquisition is primarily attributable to Yucatan Foods’ long history and expected synergies from future growth and expansion of the Curation Foods business segment. Approximately 80% of the goodwill is expected to be deductible for income tax purposes. The Company will test goodwill for impairment on an annual basis, or sooner if indicators of impairment are present.

O Acquisition

On March 1, 2017, the Company purchased substantially all of the assets of O for $2.5 million in cash plus contingent consideration of up to $7.5 million based upon O achieving certain EBITDA targets. All accounting for this acquisition is final.

The potential earn out payment of up to $7.5 million is based on O’s cumulative EBITDA over the Company’s fiscal years 2018 through 2020. At the end of each fiscal year, beginning in fiscal year 2018, the former owners of O will earn the equivalent of the EBITDA achieved by O for that fiscal year up to $4.6 million over the three year period. The former owners can then earn an additional $2.9 million on a dollar for dollar basis for exceeding $6.0 million of cumulative EBITDA over the three year period. Each quarter the Company performs an analysis of O’s projected EBITDA over the earnout period. Based on this analysis, the Company records a contingent consideration liability, included in Other accrued liabilities or Other non-current liabilities.

During the three months ended November 24, 2019 the Company estimated that no earn out would be earned under the agreement and therefore reversed the remaining $0.5 million of contingent liability and thus as of February 23, 2020, the Company did not record a contingent consideration liability. As of May 26, 2019, the contingent consideration liability was $0.5 million, representing the present value of the expected earn out payments.

Investment in Non-public Company	9 Months Ended
Investment in Non-public Company	Feb. 23, 2020
Investments, Debt and Equity Securities [Abstract]
Investment in Non-public Company	Investment in Non-public Company On February 15, 2011, Curation Foods entered into a share purchase agreement (the “Windset Purchase Agreement”) with Windset. Pursuant to the Windset Purchase Agreement, Curation Foods purchased from Windset 150,000 Senior A preferred shares for $15.0 million and 201 common shares for $201. On July 15, 2014, Curation Foods increased its investment in Windset by purchasing from the Newell Capital Corporation an additional 68 common shares and 51,211 junior preferred shares of Windset for $11.0 million. After this purchase, the Company’s common shares represent a 26.9% ownership interest in Windset. The Senior A 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. The non-voting junior preferred stock does not yield a dividend unless declared by the Board of Directors of Windset and no such dividend has been declared. The Shareholders’ Agreement between Curation Foods and Windset, as amended on March 15, 2017, includes a put and call option (the “Put and Call Option”), which can be exercised on or after March 31, 2022, whereby Curation Foods can exercise the put to sell its common, Senior A preferred shares, and junior preferred shares to Windset, or Windset can exercise the call to purchase those shares from Curation Foods, in either case, at a price equal to 26.9% of the fair market value of Windset’s common shares, plus the liquidation value of the preferred shares of $20.1 million ($15.0 million for the Senior A preferred shares and $5.1 million for the junior preferred 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 stockholders. As the put and call options require all of the various 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 fair value of the Company’s investment in Windset was determined utilizing the Windset Purchase Agreement’s put/call calculation for value and 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 flows utilized to derive the estimated fair values of the investment. These two discounted cash flow models’ estimate for fair value are then weighted. Assumptions included in these discounted cash flow models will be evaluated quarterly based on Windset’s actual and projected operating results to determine the change in fair value. During the three months ended February 23, 2020 and February 24, 2019, the Company recorded $0.3 million and $0.4 million, respectively, in dividend income. During the nine months ended February 23, 2020 and February 24, 2019, the Company recorded $0.8 million and $1.2 million, respectively, in dividend income. The increase in the fair market value of the Company’s investment in Windset for the three months ended February 23, 2020 and February 24, 2019, was $0.0 million and $0.0 million, respectively. The increase in the fair market value of the Company’s investment in Windset for the nine months ended February 23, 2020 and February 24, 2019, was $0.2 million and $1.6 million, respectively, and is included in Other income in the accompanying Consolidated Statements of Comprehensive Income and Loss.

Stock-based Compensation and Stockholders' Equity

9 Months Ended

Feb. 23, 2020

Share-based Payment Arrangement [Abstract]

Stock-based Compensation and Stockholders' Equity

Stock-Based Compensation Activity

The estimated fair value for stock options, which determines the Company’s calculation of stock-based compensation expense, is based on the Black-Scholes option pricing model. Restricted stock units ("RSUs") are valued at the closing market price of the Company’s common stock on the grant date. The Company uses the straight-line method to recognize the fair value of stock-based compensation arrangements.

During the three months ended February 23, 2020, the Company granted 195,000 options to purchase shares of common stock and awarded 30,000 RSUs. During the nine months ended February 23, 2020, the Company granted 255,000 options to purchase shares of common stock and awarded 281,527 RSUs.

As of February 23, 2020, the Company has reserved 3.8 million shares of Common Stock for future issuance under its current and former equity plans.

Stock-Based Compensation Expense

The Company’s stock-based awards include stock option grants and RSUs. The Company records compensation expense for stock-based awards issued to employees and directors in exchange for services provided based on the estimated fair value of the awards on their grant dates and is recognized over the required service periods, generally the vesting period.

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


	Three Months Ended						Nine Months Ended
(In thousands)	February 23, 2020		February 24, 2019		February 23, 2020		February 24, 2019
Cost of sales	$	(14)	$	116	$	42	$	334
Research and development	10		29		88		84
Selling, general and administrative	570		671		1,751		2,064
Total stock-based compensation	$	566	$	816	$	1,881	$	2,482

As of February 23, 2020, there was $4.6 million of total unrecognized compensation expense related to unvested equity compensation awards granted under the Landec incentive stock plans. Total expense is expected to be recognized over the weighted-average period of 2.23 years for stock options and 2.02 years for RSUs.

Stock Repurchase Plan

On July 14, 2010, the Company announced that the Board of Directors of the Company had approved the establishment of a stock repurchase plan authorizing the repurchase of up to $10.0 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 the nine months ended February 23, 2020, the Company did not repurchase any of its outstanding common stock.

Diluted Earnings Per Share

9 Months Ended

Feb. 23, 2020

Earnings Per Share [Abstract]

Diluted Earnings Per Share

The following table sets forth the computation of diluted earnings per share:


	Three Months Ended						Nine Months Ended
(In thousands, except per share amounts)	February 23, 2020		February 24, 2019		February 23, 2020		February 24, 2019
Numerator:
Net (loss) income applicable to common stockholders	$	(11,518)	$	1,067	$	(23,042)	$	672
Denominator:
Weighted average shares for basic net loss per share	29,170		28,919		29,155		28,140
Effect of dilutive securities:
Stock options and restricted stock units	—		232		—		259
Weighted average shares for diluted net loss per share	29,170		29,151		29,155		28,399

Diluted net (loss) income per share	$	(0.39)	$	0.04	$	(0.79)	$	0.02

Due to the Company’s net loss for the three and nine months ended February 23, 2020, the net loss per share includes only weighted average shares outstanding and thus excludes 0.2 million and 0.2 million, respectively, of outstanding options and RSUs as such impacts would be antidilutive for this period.

For the three and nine months ended February 23, 2019, the computation of the diluted net income per share excludes the impact of options to purchase 1.9 million and 1.6 million shares of Common Stock, respectively, as such impacts would be antidilutive for these periods.

Income Taxes	9 Months Ended
Income Taxes	Feb. 23, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The provision for income taxes for the nine months ended February 23, 2020 and February 24, 2019 was a benefit of $7.8 million and an expense of $0.6 million, respectively. The effective tax rate for the nine months ended February 23, 2020 and February 24, 2019 was 25% and 46%, respectively. The effective tax rate for the nine months ended February 23, 2020 was higher than the statutory federal income tax rate of 21% primarily due to the impact of state taxes and stock-based compensation, partially offset by federal & state R&D Credits. As of February 23, 2020 and May 26, 2019, the Company had unrecognized tax benefits of $0.7 million and $0.6 million, respectively. Included in the balance of unrecognized tax benefits as of February 23, 2020 and May 26, 2019 is $0.6 million and $0.5 million, 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 has elected to classify 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 February 23, 2020 and May 26, 2019. Due to tax attribute carryforwards, the Company is subject to examination for tax years 2016 forward for U.S. tax purposes. The Company is also subject to examination in various state jurisdictions for tax years 2012 forward, none of which were individually material.

Debt

9 Months Ended

Feb. 23, 2020

Debt Disclosure [Abstract]

Debt

Long-term debt, net consists of the following:


(In thousands)	February 23, 2020		May 26, 2019
Term loan	$	117,000	$	97,500
Total principal amount of long-term debt	117,000		97,500
Less: unamortized debt issuance costs	(738)		(516)
Total long-term debt, net of unamortized debt issuance costs	116,262		96,984
Less: current portion of long-term debt, net	(11,723)		(9,791)
Long-term debt, net	$	104,539	$	87,193

On September 23, 2016, the Company entered into a Credit Agreement with JPMorgan, BMO, and City National Bank, as lenders (collectively, the “Lenders”), and JPMorgan as administrative agent, pursuant to which the Lenders provided the Company with a $100.0 million revolving line of credit (the “Revolver”) and a $50.0 million term loan facility (the “Term Loan”), guaranteed by each of the Company’s direct and indirect subsidiaries and secured by substantially all of the Company’s assets, with the exception of the Company’s investment in Windset.

On November 30, 2018, the Company entered into the Fourth Amendment to the Credit Agreement, which increased the Term Loan to $100.0 million and the Revolver to $105.0 million.

On October 25, 2019, the Company entered into the Sixth Amendment to the Credit Agreement, which increased the Term Loan to $120.0 million and decreased the revolver to $100.0 million. Both the Revolver and the Term Loan mature on October 25, 2022, with the Term Loan requiring quarterly principal payments of $3.0 million and the remainder continuing to be due at maturity.

On March 19, 2020, the Company entered into the Seventh Amendment to the Credit Agreement (the "Seventh Amendment"), which among other changes, retroactively increased the maximum Total Leverage Ratio (as defined in the Credit Agreement as the ratio of the Company’s total indebtedness on such date to the Company’s consolidated EBITDA for the period of four consecutive fiscal quarters ended on or most recently prior to such date) to 5.75 to 1.00 for the fiscal quarter ended February 23, 2020, which decreases back to 5.00 to 1.00 for the fiscal quarter ending May 31, 2020. The maximum Total Leverage Ratio thereafter decreases by 25 basis points each subsequent fiscal quarter thereafter, until it reaches 3.50 for the fiscal quarter ending November 28, 2021, and then remains fixed through maturity. The Seventh Amendment also introduced additional financial covenants that remain in effect through May 31, 2020, including minimum cumulative monthly Unadjusted EBITDA thresholds and maximum capital expenditures, as well as additional reporting requirements and frequencies.

Interest on both the Revolver and the Term Loan is based upon the Company’s Total Leverage Ratio, at a per annum rate of either (i) the prime rate plus a spread of between 0.25% and 3.00% or (ii) the Eurodollar rate plus a spread of between 1.25% and 4.00%.

The Credit Agreement provides the Company the right to increase the Revolver commitments and/or the Term Loan commitments by obtaining additional commitments either from one or more of the Lenders or another lending institution at an amount of up to $10.0 million.

The Credit Agreement contains customary financial covenants and events of default under which the obligation could be accelerated and/or the interest rate increased. As of February 23, 2020, the Company was in compliance with all financial covenants under the Credit Agreement, other than the maximum Total Leverage Ratio covenant, which was waived by the lenders and retroactively amended pursuant to the Seventh Amendment to 5.75 to 1.00 for the fiscal quarter ended February 23, 2020.

As of February 23, 2020, $58.5 million was outstanding on the Revolver, at an interest rate of 5.16%.

Derivative Instruments

On November 1, 2016, the Company entered into an interest rate swap contract (the “2016 Swap”) with BMO at a notional amount of $50.0 million. The 2016 Swap has the effect of changing the Company’s Term Loan obligation from a variable interest rate to a fixed 30-day LIBOR rate of 1.22%.

On June 25, 2018, the Company entered into an interest rate swap contract (the “2018 Swap”) with BMO at a notional amount of $30.0 million. The 2018 Swap has the effect of converting the first $30.0 million of the total outstanding amount of the Company’s 30-day LIBOR borrowings from a variable interest rate to a fixed 30-day LIBOR rate of 2.74%.

On December 2, 2019, the Company entered into an interest rate swap contract (the "2019 Swap") with BMO at a notional amount of $110.0 million which decreases quarterly. The 2019 Swap has the effect of converting primarily all of the $110.0 million of the total outstanding amount of the Company's 30-day LIBOR borrowings from a variable interest rate to a fixed 30-day LIBOR rate of 1.526%.

Leases

9 Months Ended

Feb. 23, 2020

Leases [Abstract]

Leases

The Company has entered into various non-cancellable operating lease agreements for manufacturing and distribution facilities, vehicles, equipment and office space. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

The Company leases property and equipment under finance leases. Gross assets recorded under finance leases, included in “Property and equipment, net,” were $3.8 million as of both February 23, 2020 and May 26, 2019. Accumulated amortization associated with finance leases was $0.4 million as of both February 23, 2020 and May 26, 2019.

The components of lease cost were as follows:


(In thousands, except term and discount rate)	Three Months Ended		Nine Months Ended
	February 23, 2020		February 23, 2020
Finance lease cost:
Amortization of leased assets	$	29	$	86
Interest on lease liabilities	89		269
Operating lease cost	1,626		4,791
Variable lease cost and other	725		1,279
Total lease cost	$	2,469	$	6,425

Weighted-average remaining lease term:
Operating leases			11.37
Finance leases			2.85
Weighted-average discount rate:
Operating leases			5.26		%
Finance leases			9.99		%

The Company's leases have original lease periods ending between 2019 and 2040. The Company's maturity analysis of operating and finance lease liabilities as of February 23, 2020 were as follows:


(In thousands)	Operating Leases		Finance Leases		Total
Remainder of 2020	$	1,385	$	125	$	1,510
2021	4,862		455		5,317
2022	4,350		466		4,816
2023	3,680		3,497		7,177
2024	3,008		9		3,017
Thereafter	20,086		2		20,088
Total lease payments	37,371		4,554		41,925
Less: interest	(10,306)		(962)		(11,268)
Present value of lease liabilities	27,065		3,592		30,657
Less: current obligation of lease liabilities	(3,775)		(125)		(3,900)
Total long-term lease liabilities	$	23,290	$	3,467	$	26,757

The future minimum annual lease payments required under the Company’s existing operating lease agreements as of May 26, 2019 prior to the adoption of ASC 842 were as follows:


(In thousands)	Operating Leases
Fiscal year 2020	$	5,056
Fiscal year 2021	4,044
Fiscal year 2022	3,589
Fiscal year 2023	3,350
Fiscal year 2024	3,047
Thereafter	9,335
Total	$	28,421

Rent expense for operating leases, including month to month arrangements was $7.3 million and $6.1 million and for the fiscal years 2019 and 2018, respectively.

The future minimum annual lease payments required under the Company’s existing capital lease agreements as of May 26, 2019 prior to the adoption of ASC 842 were as follows:


(In thousands)	Capital Leases
Fiscal year 2020	$	486
Fiscal year 2021	489
Fiscal year 2022	460
Fiscal year 2023	3,490
Fiscal year 2024	—
Thereafter	—
Total minimum lease payment	4,925
Less: amounts representing interest and taxes	(1,291)
Total	3,634
Less: current portion included in other accrued liabilities	(102)
Long-term capital lease obligation	$	3,532

Supplemental cash flow information related to leases are as follows:


	Nine Months Ended
(In thousands)	February 23, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,780
Operating cash flows from finance leases	270
Financing cash flows from finance leases	94
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$	2,527

Leases

The components of lease cost were as follows:


(In thousands, except term and discount rate)	Three Months Ended		Nine Months Ended
	February 23, 2020		February 23, 2020
Finance lease cost:
Amortization of leased assets	$	29	$	86
Interest on lease liabilities	89		269
Operating lease cost	1,626		4,791
Variable lease cost and other	725		1,279
Total lease cost	$	2,469	$	6,425

Weighted-average remaining lease term:
Operating leases			11.37
Finance leases			2.85
Weighted-average discount rate:
Operating leases			5.26		%
Finance leases			9.99		%

The Company's leases have original lease periods ending between 2019 and 2040. The Company's maturity analysis of operating and finance lease liabilities as of February 23, 2020 were as follows:


(In thousands)	Operating Leases		Finance Leases		Total
Remainder of 2020	$	1,385	$	125	$	1,510
2021	4,862		455		5,317
2022	4,350		466		4,816
2023	3,680		3,497		7,177
2024	3,008		9		3,017
Thereafter	20,086		2		20,088
Total lease payments	37,371		4,554		41,925
Less: interest	(10,306)		(962)		(11,268)
Present value of lease liabilities	27,065		3,592		30,657
Less: current obligation of lease liabilities	(3,775)		(125)		(3,900)
Total long-term lease liabilities	$	23,290	$	3,467	$	26,757

The future minimum annual lease payments required under the Company’s existing operating lease agreements as of May 26, 2019 prior to the adoption of ASC 842 were as follows:


(In thousands)	Operating Leases
Fiscal year 2020	$	5,056
Fiscal year 2021	4,044
Fiscal year 2022	3,589
Fiscal year 2023	3,350
Fiscal year 2024	3,047
Thereafter	9,335
Total	$	28,421

Rent expense for operating leases, including month to month arrangements was $7.3 million and $6.1 million and for the fiscal years 2019 and 2018, respectively.

The future minimum annual lease payments required under the Company’s existing capital lease agreements as of May 26, 2019 prior to the adoption of ASC 842 were as follows:


(In thousands)	Capital Leases
Fiscal year 2020	$	486
Fiscal year 2021	489
Fiscal year 2022	460
Fiscal year 2023	3,490
Fiscal year 2024	—
Thereafter	—
Total minimum lease payment	4,925
Less: amounts representing interest and taxes	(1,291)
Total	3,634
Less: current portion included in other accrued liabilities	(102)
Long-term capital lease obligation	$	3,532

Supplemental cash flow information related to leases are as follows:


	Nine Months Ended
(In thousands)	February 23, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,780
Operating cash flows from finance leases	270
Financing cash flows from finance leases	94
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$	2,527

Business Segment Reporting

9 Months Ended

Feb. 23, 2020

Segment Reporting [Abstract]

Business Segment Reporting

The Company has three strategic reporting business segments: the Curation Foods segment, the Lifecore segment, and the Other segment.

The Company decided to discontinue its Now Planting business during the fourth quarter of fiscal year 2019. As a result, the operating results for the Now Planting business are presented as a discontinued operation in the Company's accompanying Consolidated Financial Statements and the financial results for fiscal year 2019 comparable periods have been reclassified to present the Now Planting business as a discontinued operation.

The Curation Foods business includes (i) four natural food brands, Eat Smart, O Olive Oil & Vinegar, as well as Yucatan and Cabo Fresh, acquired by the Company through the acquisition of Yucatan Foods during the third quarter of fiscal 2019 (see Note 2 - Acquisitions for more details on this transaction), and (ii) BreatheWay^® activities. The Curation Foods segment includes activities to market and pack 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 and are sold primarily under the Eat Smart brand and various private labels. The Curation Foods segment also includes sales of BreatheWay packaging to partners for fruit and vegetable products, sales of olive oils and wine vinegars under the O brand, and sales of avocado products under the recently acquired brands Yucatan and Cabo Fresh.

The Lifecore 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, and non-HA products for medical use primarily in the Ophthalmic, Orthopedic and other markets.

The Other segment includes corporate general and administrative expenses, non-Curation Foods and non-Lifecore interest expense, interest income and income tax expenses.

All of the Company's assets are located within the United States of America except for the production facility in Mexico, which was acquired by the Company as a result of the Yucatan Foods acquisition.

The Company’s international sales by geography are based on the billing address of the customer and were as follows:


	Three Months Ended						Nine Months Ended
(In millions)	February 23, 2020		February 24, 2019		February 23, 2020		February 24, 2019
Canada	$	17.5	$	24.1	$	52.3	$	40.2
Belgium	9.3		9.9		12.4		2.5
Ireland	0.7		1.4		3.2		2.3
All Other Countries	1.8		0.8		5.1		2.0

Operations by business segment consisted of the following:


(In thousands)	Curation Foods⁽¹⁾		Lifecore		Other		Total
Three Months Ended February 23, 2020
Net sales	$	127,482	$	25,446	$	—	$	152,928
Gross profit	9,162		10,885		—		20,047
Net (loss) income from continuing operations	(12,636)		4,910		(3,792)		(11,518)
Depreciation and amortization	3,356		1,272		22		4,650
Dividend income	281		—		—		281
Interest income	—		—		46		46
Interest expense	1,376		—		835		2,211
Income tax (benefit) expense	(4,901)		1,467		(1,876)		(5,310)

Nine Months Ended February 23, 2020
Net sales	$	373,906	$	60,329	$	—	$	434,235
Gross profit	28,874		22,023		—		50,897
Net (loss) income from continuing operations	(23,154)		6,974		(6,862)		(23,042)
Depreciation and amortization	9,704		3,705		69		13,478
Dividend income	843		—		—		843
Interest income	31		—		65		96
Interest expense	4,128		—		2,327		6,455
Income tax (benefit) expense	(7,210)		1,920		(2,550)		(7,840)

Three Months Ended February 24, 2019⁽²⁾
Net sales	$	131,852	$	23,702	$	—	$	155,554
Gross profit	9,993		11,576		—		21,569
Net income (loss) from continuing operations	(6,350)		5,835		2,048		1,533
Depreciation and amortization	2,875		1,028		145		4,048
Dividend income	413		—		—		413
Interest income	26		—		8		34
Interest expense	1,164		—		607		1,771
Income tax expense (benefit)	(686)		1,946		(875)		385

Nine Months Ended February 24, 2019⁽²⁾
Net sales	$	353,014	$	51,765	$	—	$	404,779
Gross profit	34,570		20,221		—		54,791
Net income (loss) from continuing operations	(4,385)		6,586		(447)		1,754
Depreciation and amortization	7,109		2,982		415		10,506
Dividend income	1,238		—		—		1,238
Interest income	87		—		26		113
Interest expense	2,027		—		1,248		3,275
Income tax expense (benefit)	116		2,196		(1,395)		917

⁽¹⁾During the third quarter of fiscal 2019, the Company started consolidating Yucatan Foods whose results are included in the Company's operating results starting from December 1, 2018. See Note 2 - Acquisition for more details of this transaction.

⁽²⁾The Curation Foods’ segment operating results for the three and nine months ended February 24, 2019 have been restated to reflect the reclassification of the Now Planting brand to discontinued operations.

During the nine months ended February 23, 2020 and February 24, 2019, sales to the Company’s top five customers accounted for 44% and 46% of sales, respectively. The Company’s top two customers, Costco Wholesale Corporation and Wal-

Mart Stores, Inc., from the Curation Foods segment, accounted for 15% and 18%, respectively, of revenues for the nine months ended February 23, 2020, and 17% and 16%, respectively, for the nine months ended February 24, 2019.

Discontinued Operations

9 Months Ended

Feb. 23, 2020

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

During the fourth quarter of fiscal year 2019, the Company discontinued its Now Planting soups. As a result, the Company met the requirements of ASC 205-20¸ to report the results of the Now Planting business as a discontinued operation. The operating results for the Now Planting business have therefore been reclassified as a discontinued operation in fiscal year 2019.

The carrying amounts of the major classes of liabilities of the Now Planting business included in liabilities of discontinued operations are as follows:


(In thousands)	February 23, 2020		May 26, 2019
Other current liabilities, discontinued operations:
Accounts payable	$	—	$	51
Accrued expenses and other current liabilities	—		14
Total other current liabilities, discontinued operations	$	—	$	65

After the Now Planting business was discontinued, the operations associated with this business qualified for reporting as discontinued operations. Accordingly, the operating results, net of tax, from discontinued operations are presented separately in the Company’s Consolidated Statements of Comprehensive Income and Loss and the notes to the consolidated financial statements have been adjusted to exclude the Now Planting business for the three and nine months ended February 24, 2019. Components of amounts reflected in loss from discontinued operations, net of tax are as follows:


	Three Months Ended						Nine Months Ended
(In thousands)	February 23, 2020		February 24, 2019		February 23, 2020		February 24, 2019
Revenues	$	—	$	133	$	—	$	488
Cost of sales	—		(485)		—		(1,132)
Research and development	—		(2)		—		(102)
Selling, general and administrative	—		(255)		—		(669)
Loss from discontinued operations, before taxes	—		(609)		—		(1,415)
Income tax benefit	—		143		—		333
Loss from discontinued operations, net of tax	$	—	$	(466)	$	—	$	(1,082)

Restructuring Costs

9 Months Ended

Feb. 23, 2020

Restructuring and Related Activities [Abstract]

Restructuring Costs

In the third quarter of fiscal year 2020, the Company announced a restructuring plan to drive enhanced profitability, focus the business on its strategic assets and redesign the organization to be the appropriate size to compete and thrive. This includes a reduction-in-force, a reduction in leased office spaces, and the sale of non-strategic assets.

In January 2020, the Company decided to divest its salad dressing plant in Ontario, California. In the third quarter of fiscal year 2020, the Company (1) designated the fixed assets of its office and manufacturing space located in Ontario, California, as assets held for sale, (2) recognized a $10.9 million impairment loss, which is included in Restructuring costs within the Consolidated Statements of Comprehensive Income and Loss, and (3) reclassified the remaining net carrying value of $2.6 million from Property and equipment, net to Prepaid expenses and other current assets within the Consolidated Balance Sheet. Liabilities of $0.3 million and $3.0 million related to these assets are included in Current portion of lease liabilities and Long-term lease liabilities, respectively, within the Consolidated Balance Sheet. The Company expects to complete this divestiture within the first half of fiscal year 2021.

The Company will also close its leased Santa Clara, California and its leased Los Angeles, California offices.

The following table summarizes the restructuring costs recognized in the Company’s Consolidated Statements of Income and Loss, by Business Segment:


(In thousands)	Curation Foods		Lifecore					Other						Total
Three Months Ended February 23, 2020
Asset write-off costs	$	10,648	$		—	$		—		$	10,648
Employee severance and benefit costs	1,135		—					610						1,745
Lease costs	392		—					26						418
Other restructuring costs	529		—					188						717
Total restructuring costs	$	12,704	$	—				$	824					$	13,528

Nine Months Ended February 23, 2020
Asset write-off costs	$	10,648	$		—	$	406					$	11,054
Employee severance and benefit costs	1,135		—					610						1,745
Lease costs	392		—					26						418
Other restructuring costs	529		—					188						717
Total restructuring costs	$	12,704	$	—				$	1,230					$	13,934

Subsequent Events	9 Months Ended
Subsequent Events	Feb. 23, 2020
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Debt Covenant Amendment As disclosed in Note 7 - Debt, on March 19, 2020, the Company entered into the Seventh Amendment, which increased the Total Leverage Ratio covenant to 5.75 to 1.00 from 5.00 to 1.00 for the period ending February 23, 2020. The Seventh Amendment also created minimum monthly EBITDA, and maximum capital expenditure covenants through May 31, 2020. Finally, the Seventh Amendment added reporting requirements and frequencies. In connection with the execution of the Seventh Amendment, the Company paid $0.5 million in bank fees. COVID-19 Pandemic There are many uncertainties regarding the current novel coronavirus (“COVID-19”) pandemic, including the scope of scientific and health issues, the anticipated duration of the pandemic, and the extent of local and worldwide social, political, and economic disruption it may cause. While, to the Company’s knowledge, the COVID-19 pandemic has not yet materially impacted its business, operations, or financial results, it may have far-reaching impacts on many aspects of its operations, directly and indirectly, including with respect to its impacts on customer behaviors, business and manufacturing operations, inventory, the Company’s employees, and the market generally, and the scope and nature of these impacts continue to evolve each day. The Company expects to continue to assess the evolving impact of the COVID-19 pandemic, and intends to make adjustments to its responses accordingly.

Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Feb. 23, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Consolidation

Reclassifications

Certain reclassifications have been made to prior year financial statements to conform to the current year presentation.

Use of Estimates

Cash and Cash Equivalents

Restricted Cash

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value and consist of the following:


(In thousands)	February 23, 2020		May 26, 2019
Raw materials	$	29,893	$	23,195
Work in progress	4,343		4,189
Finished goods	32,823		26,748
Total	$	67,059	$	54,132

Related Party Transactions

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

Debt Issuance Costs

Financial Instruments

Cash Flow Hedges

Accumulated Other Comprehensive Income


(In thousands)	AOCI
Accumulated OCI, net, as of May 26, 2019	$	64
Unrealized losses on interest rate swap contracts, net of tax effect	(896)
Accumulated OCI, net, as of February 23, 2020	$	(832)

The Company does not expect any transactions or other events to occur that would result in the reclassification of any significant gains or losses into earnings in the next 12 months.

Investment in Non-Public Company

Investment in Non-Public CompanyOn February 15, 2011, the Company made its initial investment in Windset which is reported as an Investment in non-public company, fair value, in the accompanying Consolidated Balance Sheets as of February 23, 2020 and May 26, 2019. The Company has elected to account for its investment in Windset under the fair value option.

Assets Held for Sale

Leases

Intangible Assets

Partial Self-Insurance on Employee Health and Workers Compensation Plans and Business Interruption Insurance Recoveries

Partial Self-Insurance on Employee Health and Workers Compensation Plans

Business Interruption Insurance Recoveries

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.

In determining the fair value of the Company’s contingent consideration liability, the Company utilizes the following significant unobservable inputs in the discounted cash flow models:


	At February 23, 2020	At May 26, 2019
Cost of debt	5.1% to 5.5%	5.1% to 5.5%
Market price of risk adjustment	14%	14%
EBITDA volatility	28%	28%

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 February 23, 2020	At May 26, 2019
Revenue growth rates	6% to 7%	6%
Expense growth rates	5% to 7%	6%
Income tax rates	15%	15%
Discount rates	12%	12%


(In thousands)	Impact on value of investment in Windset as of February 23, 2020
10% increase in revenue growth rates	$	5,400
10% increase in expense growth rates	$	(4,200)
10% increase in income tax rates	$	(500)
10% increase in discount rates	$	(3,600)

The following table summarizes the fair value of the Company’s assets and liabilities that are measured at fair value on a recurring and nonrecurring basis:


(In thousands)	Fair Value at February 23, 2020										Fair Value at May 26, 2019
Assets:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Interest rate swap contracts	$	—	$	58	$	—	$	—	$	644	$	—
Assets held for sale - nonrecurring	—		—		2,607		—		—		—
Investment in non-public company	—		—		61,300		—		—		61,100
Total assets	$	—	$	58	$	63,907	$	—	$	644	$	61,100
Liabilities:
Interest rate swap contracts	$	—	$	1,145	$	—	$	—	$	482	$	—
Contingent consideration liability	—		—		—		—		—		500
Total liabilities	$	—	$	1,145	$	—	$	—	$	482	$	500

The following table reflects the fair value roll forward reconciliation of Level 3 assets and liabilities measured at fair value for the nine months ended February 23, 2020:


(In thousands)	Windset Investment		Contingent Consideration Liability
Balance as of May 26, 2019	$	61,100	$	500
Fair value change	200		(500)
Balance as of February 23, 2020	$	61,300	$	—

Revenue Recognition

For descriptions of the Company’s product offerings and segments refer to Note 9 – Business Segment Reporting in our annual report on Form 10-K for the year ended May 26, 2019.


(In thousands)	Three Months Ended						Nine Months Ended
Curation Foods:	February 23, 2020		February 24, 2019		February 23, 2020		February 24, 2019
Salads	$	50,402	$	49,387	$	149,819	$	140,417
Core vegetables	61,050		68,071		174,684		195,203
Emerging brands	16,030		14,394		49,403		17,394
Total	$	127,482	$	131,852	$	373,906	$	353,014


	Three Months Ended						Nine Months Ended
Lifecore:	February 23, 2020		February 24, 2019		February 23, 2020		February 24, 2019
Aseptic	$	6,802	$	7,432	$	22,242	$	21,326
Fermentation	11,442		11,450		17,211		16,436
Development services	7,202		4,820		20,876		14,003
Total	$	25,446	$	23,702	$	60,329	$	51,765

Contract Assets and Liabilities

Shipping and Handling

Legal Contingencies

In the ordinary course of business, the Company is involved in various legal proceedings and claims.

Recent Accounting Guidance

Recently Adopted Pronouncements

Income Taxes

Leases

This change had no impact on the Company’s ability to meet its loan covenants as the impact from the adoption of ASU 2016-02 was taken into consideration when determining its loan covenants.

Recently Issued Pronouncements to be Adopted

Cash Flow Hedges

Cloud Computing Arrangements

Fair Value Measurement

Financial Instruments – Credit Losses

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

9 Months Ended

Feb. 23, 2020

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents


(In thousands)	February 23, 2020		May 26, 2019		February 24, 2019		May 27, 2018
Cash and cash equivalents	$	2,607	$	1,080	$	1,722	$	2,899
Restricted cash	193		385		385		325
Cash, discontinued operations	—		—		—		(8)
Cash, cash equivalents and restricted cash	$	2,800	$	1,465	$	2,107	$	3,216

Schedule of Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value and consist of the following:


(In thousands)	February 23, 2020		May 26, 2019
Raw materials	$	29,893	$	23,195
Work in progress	4,343		4,189
Finished goods	32,823		26,748
Total	$	67,059	$	54,132

Accumulated Other Comprehensive Income (Loss)

The components of AOCI, net of tax, are as follows:


(In thousands)	AOCI
Accumulated OCI, net, as of May 26, 2019	$	64
Unrealized losses on interest rate swap contracts, net of tax effect	(896)
Accumulated OCI, net, as of February 23, 2020	$	(832)

Schedule of Effect of Significant Unobservable Inputs for Contingent Liability

In determining the fair value of the Company’s contingent consideration liability, the Company utilizes the following significant unobservable inputs in the discounted cash flow models:


	At February 23, 2020	At May 26, 2019
Cost of debt	5.1% to 5.5%	5.1% to 5.5%
Market price of risk adjustment	14%	14%
EBITDA volatility	28%	28%

Schedule of Effect of Significant Unobservable Inputs for Investment

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 February 23, 2020	At May 26, 2019
Revenue growth rates	6% to 7%	6%
Expense growth rates	5% to 7%	6%
Income tax rates	15%	15%
Discount rates	12%	12%

Schedule of Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets

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 investment in Windset as of February 23, 2020
10% increase in revenue growth rates	$	5,400
10% increase in expense growth rates	$	(4,200)
10% increase in income tax rates	$	(500)
10% increase in discount rates	$	(3,600)

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table summarizes the fair value of the Company’s assets and liabilities that are measured at fair value on a recurring and nonrecurring basis:


(In thousands)	Fair Value at February 23, 2020										Fair Value at May 26, 2019
Assets:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Interest rate swap contracts	$	—	$	58	$	—	$	—	$	644	$	—
Assets held for sale - nonrecurring	—		—		2,607		—		—		—
Investment in non-public company	—		—		61,300		—		—		61,100
Total assets	$	—	$	58	$	63,907	$	—	$	644	$	61,100
Liabilities:
Interest rate swap contracts	$	—	$	1,145	$	—	$	—	$	482	$	—
Contingent consideration liability	—		—		—		—		—		500
Total liabilities	$	—	$	1,145	$	—	$	—	$	482	$	500

Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table reflects the fair value roll forward reconciliation of Level 3 assets and liabilities measured at fair value for the nine months ended February 23, 2020:


(In thousands)	Windset Investment		Contingent Consideration Liability
Balance as of May 26, 2019	$	61,100	$	500
Fair value change	200		(500)
Balance as of February 23, 2020	$	61,300	$	—

Disaggregation of Revenue

The following tables disaggregate segment revenue by major product lines:


(In thousands)	Three Months Ended						Nine Months Ended
Curation Foods:	February 23, 2020		February 24, 2019		February 23, 2020		February 24, 2019
Salads	$	50,402	$	49,387	$	149,819	$	140,417
Core vegetables	61,050		68,071		174,684		195,203
Emerging brands	16,030		14,394		49,403		17,394
Total	$	127,482	$	131,852	$	373,906	$	353,014


	Three Months Ended						Nine Months Ended
Lifecore:	February 23, 2020		February 24, 2019		February 23, 2020		February 24, 2019
Aseptic	$	6,802	$	7,432	$	22,242	$	21,326
Fermentation	11,442		11,450		17,211		16,436
Development services	7,202		4,820		20,876		14,003
Total	$	25,446	$	23,702	$	60,329	$	51,765

Acquisitions (Tables)

9 Months Ended

Feb. 23, 2020

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The Acquisition Date fair value of the consideration paid consisted of the following:


(In thousands)
Cash consideration	$	59,898
Stock consideration	15,068
	$	74,966

Schedule of Purchase Price Allocation

The following is a summary of the amounts recognized in accounting for the Yucatan Foods acquisition:


(In thousands)
Cash and cash equivalents	$	26
Accounts receivable, net	6,310
Inventories	11,384
Prepaid expenses and other current assets	1,573
Other assets	102
Property and equipment	14,083
Trademarks/tradenames	15,900
Customer relationships	11,000
Accounts payable	(4,507)
Other accrued liabilities	(1,873)
Deferred tax liabilities	(1,767)
Net identifiable assets acquired	52,231
Goodwill	22,735
Total fair value purchase consideration	$	74,966

Stock-based Compensation and Stockholders' Equity (Tables)

9 Months Ended

Feb. 23, 2020

Share-based Payment Arrangement [Abstract]

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs

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


	Three Months Ended						Nine Months Ended
(In thousands)	February 23, 2020		February 24, 2019		February 23, 2020		February 24, 2019
Cost of sales	$	(14)	$	116	$	42	$	334
Research and development	10		29		88		84
Selling, general and administrative	570		671		1,751		2,064
Total stock-based compensation	$	566	$	816	$	1,881	$	2,482

Diluted Earnings Per Share (Tables)

9 Months Ended

Feb. 23, 2020

Earnings Per Share [Abstract]

Computation of Diluted Net Income Per Share

The following table sets forth the computation of diluted earnings per share:


	Three Months Ended						Nine Months Ended
(In thousands, except per share amounts)	February 23, 2020		February 24, 2019		February 23, 2020		February 24, 2019
Numerator:
Net (loss) income applicable to common stockholders	$	(11,518)	$	1,067	$	(23,042)	$	672
Denominator:
Weighted average shares for basic net loss per share	29,170		28,919		29,155		28,140
Effect of dilutive securities:
Stock options and restricted stock units	—		232		—		259
Weighted average shares for diluted net loss per share	29,170		29,151		29,155		28,399

Diluted net (loss) income per share	$	(0.39)	$	0.04	$	(0.79)	$	0.02

Debt (Tables)

9 Months Ended

Feb. 23, 2020

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt, net consists of the following:


(In thousands)	February 23, 2020		May 26, 2019
Term loan	$	117,000	$	97,500
Total principal amount of long-term debt	117,000		97,500
Less: unamortized debt issuance costs	(738)		(516)
Total long-term debt, net of unamortized debt issuance costs	116,262		96,984
Less: current portion of long-term debt, net	(11,723)		(9,791)
Long-term debt, net	$	104,539	$	87,193

- Definition

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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
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-Name Accounting Standards Codification
-Topic 835
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 235
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-Subparagraph (SX 210.4-08.(e),(f))
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 505
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Leases (Tables)

9 Months Ended

Feb. 23, 2020

Leases [Abstract]

Components of Lease Cost and Supplemental Cash Flow Information

The components of lease cost were as follows:


(In thousands, except term and discount rate)	Three Months Ended		Nine Months Ended
	February 23, 2020		February 23, 2020
Finance lease cost:
Amortization of leased assets	$	29	$	86
Interest on lease liabilities	89		269
Operating lease cost	1,626		4,791
Variable lease cost and other	725		1,279
Total lease cost	$	2,469	$	6,425

Weighted-average remaining lease term:
Operating leases			11.37
Finance leases			2.85
Weighted-average discount rate:
Operating leases			5.26		%
Finance leases			9.99		%

Supplemental cash flow information related to leases are as follows:


	Nine Months Ended
(In thousands)	February 23, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,780
Operating cash flows from finance leases	270
Financing cash flows from finance leases	94
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$	2,527

Maturity Analysis of Finance Lease Liabilities

The Company's leases have original lease periods ending between 2019 and 2040. The Company's maturity analysis of operating and finance lease liabilities as of February 23, 2020 were as follows:


(In thousands)	Operating Leases		Finance Leases		Total
Remainder of 2020	$	1,385	$	125	$	1,510
2021	4,862		455		5,317
2022	4,350		466		4,816
2023	3,680		3,497		7,177
2024	3,008		9		3,017
Thereafter	20,086		2		20,088
Total lease payments	37,371		4,554		41,925
Less: interest	(10,306)		(962)		(11,268)
Present value of lease liabilities	27,065		3,592		30,657
Less: current obligation of lease liabilities	(3,775)		(125)		(3,900)
Total long-term lease liabilities	$	23,290	$	3,467	$	26,757

Maturity Analysis of Operating Lease Liabilities

The Company's leases have original lease periods ending between 2019 and 2040. The Company's maturity analysis of operating and finance lease liabilities as of February 23, 2020 were as follows:


(In thousands)	Operating Leases		Finance Leases		Total
Remainder of 2020	$	1,385	$	125	$	1,510
2021	4,862		455		5,317
2022	4,350		466		4,816
2023	3,680		3,497		7,177
2024	3,008		9		3,017
Thereafter	20,086		2		20,088
Total lease payments	37,371		4,554		41,925
Less: interest	(10,306)		(962)		(11,268)
Present value of lease liabilities	27,065		3,592		30,657
Less: current obligation of lease liabilities	(3,775)		(125)		(3,900)
Total long-term lease liabilities	$	23,290	$	3,467	$	26,757

Schedule of Future Minimum Rental Payments for Operating Leases

The future minimum annual lease payments required under the Company’s existing operating lease agreements as of May 26, 2019 prior to the adoption of ASC 842 were as follows:


(In thousands)	Operating Leases
Fiscal year 2020	$	5,056
Fiscal year 2021	4,044
Fiscal year 2022	3,589
Fiscal year 2023	3,350
Fiscal year 2024	3,047
Thereafter	9,335
Total	$	28,421

Schedule of Future Minimum Lease Payments for Capital Leases

The future minimum annual lease payments required under the Company’s existing capital lease agreements as of May 26, 2019 prior to the adoption of ASC 842 were as follows:


(In thousands)	Capital Leases
Fiscal year 2020	$	486
Fiscal year 2021	489
Fiscal year 2022	460
Fiscal year 2023	3,490
Fiscal year 2024	—
Thereafter	—
Total minimum lease payment	4,925
Less: amounts representing interest and taxes	(1,291)
Total	3,634
Less: current portion included in other accrued liabilities	(102)
Long-term capital lease obligation	$	3,532

Business Segment Reporting (Tables)

9 Months Ended

Feb. 23, 2020

Segment Reporting [Abstract]

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area

The Company’s international sales by geography are based on the billing address of the customer and were as follows:


	Three Months Ended						Nine Months Ended
(In millions)	February 23, 2020		February 24, 2019		February 23, 2020		February 24, 2019
Canada	$	17.5	$	24.1	$	52.3	$	40.2
Belgium	9.3		9.9		12.4		2.5
Ireland	0.7		1.4		3.2		2.3
All Other Countries	1.8		0.8		5.1		2.0

Schedule of Segment Reporting Information, by Segment

Operations by business segment consisted of the following:


(In thousands)	Curation Foods⁽¹⁾		Lifecore		Other		Total
Three Months Ended February 23, 2020
Net sales	$	127,482	$	25,446	$	—	$	152,928
Gross profit	9,162		10,885		—		20,047
Net (loss) income from continuing operations	(12,636)		4,910		(3,792)		(11,518)
Depreciation and amortization	3,356		1,272		22		4,650
Dividend income	281		—		—		281
Interest income	—		—		46		46
Interest expense	1,376		—		835		2,211
Income tax (benefit) expense	(4,901)		1,467		(1,876)		(5,310)

Nine Months Ended February 23, 2020
Net sales	$	373,906	$	60,329	$	—	$	434,235
Gross profit	28,874		22,023		—		50,897
Net (loss) income from continuing operations	(23,154)		6,974		(6,862)		(23,042)
Depreciation and amortization	9,704		3,705		69		13,478
Dividend income	843		—		—		843
Interest income	31		—		65		96
Interest expense	4,128		—		2,327		6,455
Income tax (benefit) expense	(7,210)		1,920		(2,550)		(7,840)

Three Months Ended February 24, 2019⁽²⁾
Net sales	$	131,852	$	23,702	$	—	$	155,554
Gross profit	9,993		11,576		—		21,569
Net income (loss) from continuing operations	(6,350)		5,835		2,048		1,533
Depreciation and amortization	2,875		1,028		145		4,048
Dividend income	413		—		—		413
Interest income	26		—		8		34
Interest expense	1,164		—		607		1,771
Income tax expense (benefit)	(686)		1,946		(875)		385

Nine Months Ended February 24, 2019⁽²⁾
Net sales	$	353,014	$	51,765	$	—	$	404,779
Gross profit	34,570		20,221		—		54,791
Net income (loss) from continuing operations	(4,385)		6,586		(447)		1,754
Depreciation and amortization	7,109		2,982		415		10,506
Dividend income	1,238		—		—		1,238
Interest income	87		—		26		113
Interest expense	2,027		—		1,248		3,275
Income tax expense (benefit)	116		2,196		(1,395)		917

Discontinued Operations (Tables)

9 Months Ended

Feb. 23, 2020

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations

The carrying amounts of the major classes of liabilities of the Now Planting business included in liabilities of discontinued operations are as follows:


(In thousands)	February 23, 2020		May 26, 2019
Other current liabilities, discontinued operations:
Accounts payable	$	—	$	51
Accrued expenses and other current liabilities	—		14
Total other current liabilities, discontinued operations	$	—	$	65

Components of amounts reflected in loss from discontinued operations, net of tax are as follows:


	Three Months Ended						Nine Months Ended
(In thousands)	February 23, 2020		February 24, 2019		February 23, 2020		February 24, 2019
Revenues	$	—	$	133	$	—	$	488
Cost of sales	—		(485)		—		(1,132)
Research and development	—		(2)		—		(102)
Selling, general and administrative	—		(255)		—		(669)
Loss from discontinued operations, before taxes	—		(609)		—		(1,415)
Income tax benefit	—		143		—		333
Loss from discontinued operations, net of tax	$	—	$	(466)	$	—	$	(1,082)

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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+ Details

Restructuring Costs (Tables)

9 Months Ended

Feb. 23, 2020

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The following table summarizes the restructuring costs recognized in the Company’s Consolidated Statements of Income and Loss, by Business Segment:


(In thousands)	Curation Foods		Lifecore					Other						Total
Three Months Ended February 23, 2020
Asset write-off costs	$	10,648	$		—	$		—		$	10,648
Employee severance and benefit costs	1,135		—					610						1,745
Lease costs	392		—					26						418
Other restructuring costs	529		—					188						717
Total restructuring costs	$	12,704	$	—				$	824					$	13,528

Nine Months Ended February 23, 2020
Asset write-off costs	$	10,648	$		—	$	406					$	11,054
Employee severance and benefit costs	1,135		—					610						1,745
Lease costs	392		—					26						418
Other restructuring costs	529		—					188						717
Total restructuring costs	$	12,704	$	—				$	1,230					$	13,934

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Organization and Restricted Cash (Details) $ in Thousands	Feb. 23, 2020 USD ($) brand technology_platform	May 26, 2019 USD ($)	Feb. 24, 2019 USD ($)	May 27, 2018 USD ($)
Accounting Policies [Abstract]
Number of natural food brands	4
Number of emerging natural food brands	3
New brands	2
Number of proprietary platforms \| technology_platform	2
Restricted cash \| $	$ 193	$ 385	$ 385	$ 325

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 23, 2020	Feb. 24, 2019	Feb. 23, 2020	Feb. 24, 2019	May 26, 2019	Jul. 15, 2014
Windset
Related Party Transaction [Line Items]
Investment ownership percentage	26.90%		26.90%			26.90%
Windset
Related Party Transaction [Line Items]
Related accounts receivable	$ 0.3		$ 0.3		$ 0.5
Cost of sales \| Windset
Related Party Transaction [Line Items]
Revenue from related parties	$ 0.2	$ 0.1	$ 0.4	$ 0.3

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Debt Issuance Cost (Details) - USD ($) $ in Millions	Feb. 23, 2020	May 26, 2019
Debt Instrument [Line Items]
Current portion	$ 0.3	$ 0.2
Noncurrent portion	0.5	0.3
Prepaid Expenses and Other Current Assets
Debt Instrument [Line Items]
Debt issuance costs	0.2	0.1
Other Assets
Debt Instrument [Line Items]
Debt issuance costs	$ 0.3	$ 0.2

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Assets Held For Sale (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended			9 Months Ended
	Jan. 31, 2020	Feb. 23, 2020	Nov. 24, 2019	Feb. 24, 2019	Feb. 23, 2020	Feb. 24, 2019	Aug. 25, 2019
Property, Plant and Equipment [Line Items]
Restructuring costs		$ 13,528		$ 0	$ 13,934	$ 0
Current portion of lease liabilities	$ 300
Long-term lease liabilities	3,000
Asset impairment loss
Property, Plant and Equipment [Line Items]
Restructuring costs	10,900
Asset reclassification from property and equipment to other current assets
Property, Plant and Equipment [Line Items]
Restructuring costs	$ 2,600
San Rafael, California
Property, Plant and Equipment [Line Items]
Property held for sale							$ 2,800
Impairment of assets held for sale			$ 400
Cash proceeds from sale			$ 2,400

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands		1 Months Ended			3 Months Ended								5 Months Ended	9 Months Ended
	May 05, 2017 USD ($)	Jul. 31, 2018 USD ($)	Nov. 30, 2017 USD ($)	Jul. 31, 2017 USD ($)	Feb. 23, 2020 USD ($) attempt_to_unionize litigation_case	Nov. 24, 2019 USD ($)	Aug. 25, 2019 USD ($)	May 26, 2019 USD ($) recalled_product	Feb. 24, 2019 USD ($)	Nov. 25, 2018 USD ($)	Aug. 26, 2018 USD ($)	Aug. 27, 2017 USD ($)	Nov. 22, 2017 USD ($)	Feb. 23, 2020 USD ($) attempt_to_unionize plaintiff litigation_case	Feb. 24, 2019 USD ($)	May 27, 2019 USD ($)	Jul. 15, 2014
Related Party Transaction [Line Items]
Number of recalled products \| recalled_product								5
Business interruption insurance recoveries					$ 0									$ 3,000
Assets held for sale - nonrecurring					2,600									2,600
Reversal of contingent consideration liability														(500)	$ (3,500)
Contract assets					10,800			$ 5,600						10,800
Contract liabilities					300			$ 200						300
Revenue recognized included in the contract liability					$ 0									$ 200
Unsuccessful attempts to unionize \| attempt_to_unionize					3									3
Number of litigation cases \| litigation_case					2									2
Consolidated net (loss) income					$ (11,518)	$ (6,740)	$ (4,784)		$ 1,067	$ (585)	$ 190			$ (23,042)	$ 672
Operating lease liabilities					27,065									27,065
Operating lease right-of-use assets					25,187									$ 25,187
Retained Earnings
Related Party Transaction [Line Items]
Consolidated net (loss) income					(11,518)	(6,740)	$ (4,784)		$ 1,067	$ (585)	$ 190
Accounting Standards Update 2016-02
Related Party Transaction [Line Items]
Transitional adjustment																$ 274
Operating lease liabilities																31,100
Operating lease right-of-use assets																30,000
Accounting Standards Update 2016-02 \| Retained Earnings
Related Party Transaction [Line Items]
Transitional adjustment																$ 274
Accounting Standards Update 2019-12
Related Party Transaction [Line Items]
Consolidated net (loss) income					$ 400
Windset
Related Party Transaction [Line Items]
Investment ownership percentage					26.90%									26.90%			26.90%
Legal Actions Against Curation Foods \| Curation Foods
Related Party Transaction [Line Items]
Number of individual arbitrations \| plaintiff														100
Unfair Labor Practice Claims
Related Party Transaction [Line Items]
Litigation settlement award												$ 300
Unfair Labor Practice Claims \| Curation Foods
Related Party Transaction [Line Items]
Litigation settlement award												$ 200
Discrimination and Wrongful Termination and Wage and Hour Claims
Related Party Transaction [Line Items]
Litigation settlement award	$ 6,000
Payments for legal settlements		$ 1,800	$ 1,800	$ 2,400									$ 4,200
Discrimination and Wrongful Termination and Wage and Hour Claims \| Pacific Harvest
Related Party Transaction [Line Items]
Litigation settlement to be reimbursed													$ 2,100
Outstanding balance receivable					$ 1,200									$ 1,200
Impairment of litigation settlement receivable						$ 1,200
Loss contingency accrual					1,200									$ 1,200
Minimum
Related Party Transaction [Line Items]
Useful life														11 years
Maximum
Related Party Transaction [Line Items]
Useful life														13 years
O Olive & Vinegar
Related Party Transaction [Line Items]
Reversal of contingent consideration liability					$ 500

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents (Details) - USD ($) $ in Thousands	Feb. 23, 2020	May 26, 2019	Feb. 24, 2019	May 27, 2018
Accounting Policies [Abstract]
Cash and cash equivalents	$ 2,607	$ 1,080	$ 1,722	$ 2,899
Restricted cash	193	385	385	325
Cash, discontinued operations	0	0	0	(8)
Cash, cash equivalents and restricted cash	$ 2,800	$ 1,465	$ 2,107	$ 3,216

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Components of Inventories (Details) - USD ($) $ in Thousands	Feb. 23, 2020	May 26, 2019
Accounting Policies [Abstract]
Raw materials	$ 29,893	$ 23,195
Work in progress	4,343	4,189
Finished goods	32,823	26,748
Total	$ 67,059	$ 54,132

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Components of Other Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Feb. 23, 2020	Nov. 24, 2019	Aug. 25, 2019	Feb. 24, 2019	Nov. 25, 2018	Aug. 26, 2018	Feb. 23, 2020	Feb. 24, 2019
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance	$ 259,076	$ 264,947	$ 270,144	$ 253,573	$ 253,381	$ 252,562	$ 270,144	$ 252,562
Unrealized losses on interest rate swap contracts, net of tax effect	(411)	127	(612)	(595)	76	(89)	(896)	(608)
Balance	247,668	$ 259,076	264,947	$ 270,064	$ 253,573	$ 253,381	247,668	$ 270,064
AOCI
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance			$ 64				64
Unrealized losses on interest rate swap contracts, net of tax effect							(896)
Balance	$ (832)						$ (832)

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value of Contingent Consideration Liability (Details) - Rate	Feb. 23, 2020	May 26, 2019
Cost of debt \| Minimum
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement Input	0.051	0.051
Cost of debt \| Maximum
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement Input	0.055	0.055
Market price of risk adjustment
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement Input	0.14	0.14
EBITDA volatility
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement Input	0.28	0.28

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Significant Unobservable Inputs Used in Discounted Cash Flow Models for Investment (Details) - Windset	Feb. 23, 2020	May 26, 2019
Revenue growth rates
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input		6.00%
Revenue growth rates \| Minimum
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	6.00%
Revenue growth rates \| Maximum
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	7.00%
Expense growth rates
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input		6.00%
Expense growth rates \| Minimum
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	5.00%
Expense growth rates \| Maximum
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	7.00%
Income tax rates
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	15.00%	15.00%
Discount rates
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	12.00%	12.00%

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Assumptions for Investment Used in Discounted Cash Flow Models (Details) $ in Thousands	Feb. 23, 2020 USD ($)
Accounting Policies [Abstract]
10% increase in revenue growth rates	$ 5,400
10% increase in expense growth rates	(4,200)
10% increase in income tax rates	(500)
10% increase in discount rates	$ (3,600)

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands	Feb. 23, 2020	May 26, 2019
Assets:
Assets held for sale - nonrecurring	$ 2,600
Fair Value, Measurements, Recurring \| Level 1
Assets:
Interest rate swap contracts	0	$ 0
Assets held for sale - nonrecurring	0	0
Investment in non-public company	0	0
Total assets	0	0
Liabilities:
Interest rate swap contracts	0	0
Contingent consideration liability	0	0
Total liabilities	0	0
Fair Value, Measurements, Recurring \| Level 2
Assets:
Interest rate swap contracts	58	644
Assets held for sale - nonrecurring	0	0
Investment in non-public company	0	0
Total assets	58	644
Liabilities:
Interest rate swap contracts	1,145	482
Contingent consideration liability	0	0
Total liabilities	1,145	482
Fair Value, Measurements, Recurring \| Level 3
Assets:
Interest rate swap contracts	0	0
Assets held for sale - nonrecurring	2,607	0
Investment in non-public company	61,300	61,100
Total assets	63,907	61,100
Liabilities:
Interest rate swap contracts	0	0
Contingent consideration liability	0	500
Total liabilities	$ 0	$ 500

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value Reconciliation of Level 3 (Details) $ in Thousands	9 Months Ended
	Feb. 23, 2020 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance	$ 61,100
Balance	61,300
Contingent Consideration Liability
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance	500
Fair value change	(500)
Balance	0
Windset Investment
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance	61,100
Fair value change	200
Balance	$ 61,300

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 23, 2020	Feb. 24, 2019	Feb. 23, 2020	Feb. 24, 2019
Segment Reporting Information [Line Items]
Net sales	$ 152,928	$ 155,554	$ 434,235	$ 404,779
Curation Foods
Segment Reporting Information [Line Items]
Net sales	127,482	131,852	373,906	353,014
Lifecore
Segment Reporting Information [Line Items]
Net sales	25,446	23,702	60,329	51,765
Salads \| Curation Foods
Segment Reporting Information [Line Items]
Net sales	50,402	49,387	149,819	140,417
Core vegetables \| Curation Foods
Segment Reporting Information [Line Items]
Net sales	61,050	68,071	174,684	195,203
Emerging brands \| Curation Foods
Segment Reporting Information [Line Items]
Net sales	16,030	14,394	49,403	17,394
Aseptic \| Lifecore
Segment Reporting Information [Line Items]
Net sales	6,802	7,432	22,242	21,326
Fermentation \| Lifecore
Segment Reporting Information [Line Items]
Net sales	11,442	11,450	17,211	16,436
Development services \| Lifecore
Segment Reporting Information [Line Items]
Net sales	$ 7,202	$ 4,820	$ 20,876	$ 14,003

Acquisitions - Narrative (Details)			3 Months Ended			9 Months Ended
Acquisitions - Narrative (Details)	Dec. 01, 2018 USD ($) tranche intangible_asset shares	Mar. 01, 2017 USD ($)	Feb. 23, 2020 USD ($)	Nov. 24, 2019 USD ($)	May 26, 2019 USD ($)	Feb. 23, 2020 USD ($)	Feb. 24, 2019 USD ($)
Business Acquisition [Line Items]
Deferred income tax					$ 1,700,000
Increase to goodwill					1,000,000.0
Indemnification provisions for environmental related items					700,000
Reversal of contingent consideration liability						$ (500,000)	$ (3,500,000)
Yucatan
Business Acquisition [Line Items]
Consideration paid	$ 74,966,000
Cash consideration	$ 59,898,000
Shares issued for acquisition (in shares) \| shares	1,203,360
Stock consideration	$ 15,068,000
Number of tranches \| tranche	2
Deferred income tax				$ 500,000
Increase to goodwill				$ 500,000
Number of intangible assets in connection with Yucatan acquisition \| intangible_asset	2
Percentage of goodwill expected to be deductible for income tax purposes	80.00%
Yucatan \| Customer relationships
Business Acquisition [Line Items]
Customer relationships	$ 11,000,000.0		$ 11,000,000			11,000,000
Estimated useful life	12 years
Yucatan \| Trademarks/tradenames
Business Acquisition [Line Items]
Tradenames	$ 15,900,000		15,900,000			15,900,000
Yucatan \| 3-Year Lock Up
Business Acquisition [Line Items]
Discount percentage	17.50%
Lock-up period	3 years
Percentage of stock consideration released from lock-up	50.00%
Yucatan \| 4-Year Lock Up
Business Acquisition [Line Items]
Discount percentage	20.00%
Lock-up period	4 years
Percentage of stock consideration released from lock-up	50.00%
Yucatan \| Common Stock
Business Acquisition [Line Items]
Stock consideration	$ 15,100,000
O Olive & Vinegar
Business Acquisition [Line Items]
Cash consideration		$ 2,500,000
Potential earn out payment		$ 7,500,000
Cumulative EBITDA amount						6,000,000.0
Reversal of contingent consideration liability			500,000
Contingent consideration liability			0		$ 500,000	0
O Olive & Vinegar \| Initial Potential Payment Limit
Business Acquisition [Line Items]
Potential earn out payment			4,600,000			4,600,000
O Olive & Vinegar \| Additional Potential Payment Limit
Business Acquisition [Line Items]
Potential earn out payment			$ 2,900,000			$ 2,900,000
Period for earning EBITDA by previous owners						3 years

Acquisitions - Schedule of Business Acquisitions (Details) - Yucatan $ in Thousands	Dec. 01, 2018 USD ($)
Business Acquisition [Line Items]
Cash consideration	$ 59,898
Stock consideration	15,068
Total consideration	$ 74,966

Acquisitions - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands	Feb. 23, 2020	May 26, 2019	Dec. 01, 2018
Business Acquisition [Line Items]
Goodwill	$ 77,246	$ 76,742
Yucatan
Business Acquisition [Line Items]
Cash and cash equivalents	26
Accounts receivable, net	6,310
Inventories	11,384
Prepaid expenses and other current assets	1,573
Other assets	102
Property and equipment	14,083
Accounts payable	(4,507)
Other accrued liabilities	(1,873)
Deferred tax liabilities	(1,767)
Net identifiable assets acquired	52,231
Goodwill	22,735
Total fair value purchase consideration	74,966
Yucatan \| Customer relationships
Business Acquisition [Line Items]
Customer relationships	11,000		$ 11,000
Yucatan \| Trademarks/tradenames
Business Acquisition [Line Items]
Trademarks/tradenames	$ 15,900		$ 15,900

Investment in Non-public Company (Details) - USD ($)			3 Months Ended		9 Months Ended
Investment in Non-public Company (Details) - USD ($)	Jul. 15, 2014	Feb. 15, 2011	Feb. 23, 2020	Feb. 24, 2019	Feb. 23, 2020	Feb. 24, 2019
Dividend income			$ 281,000	$ 413,000	$ 843,000	$ 1,238,000
Senior A Preferred Stock
Dividend percentage rate	7.50%
Windset
Investment ownership percentage	26.90%		26.90%		26.90%
Dividend income			$ 300,000	400,000	$ 800,000	1,200,000
Windset \| Other Income
Change in market value of company's investment			0.0	$ 0.0	200,000	$ 1,600,000
Curation Foods \| Windset
Payments to acquire investments	$ 11,000,000.0
Time frame to be paid after anniversary	90 days
Liquidation value of preferred shares			20,100,000		20,100,000
Curation Foods \| Windset \| Junior Preferred Shares
Preferred stock investment, dividends declared			0		0
Liquidation value of preferred shares			5,100,000		5,100,000
Curation Foods \| Windset \| Senior A Preferred Stock
Liquidation value of preferred shares			$ 15,000,000.0		$ 15,000,000.0
Curation Foods \| Windset \| Senior A Preferred Stock
Investment In non-public company shares (in shares)		150,000
Payments to acquire investments		$ 15,000,000.0
Curation Foods \| Windset \| Common Stock
Investment In non-public company shares (in shares)	68	201
Payments to acquire investments		$ 201,000
Curation Foods \| Windset \| Junior Preferred Shares
Investment In non-public company shares (in shares)	51,211

Stock-based Compensation and Stockholders' Equity - Narrative (Details) - USD ($)	3 Months Ended	9 Months Ended
	Feb. 23, 2020	Feb. 23, 2020	Jul. 14, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted options (in shares)	195,000	255,000
Shares for future issuance (in shares)	3,800,000	3,800,000
Unrecognized compensation expense	$ 4,600,000	$ 4,600,000
Repurchase plan authorized amount (up to)			$ 10,000,000.0
Treasure shares acquired (in shares)		0
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awarded (in shares)	30,000	281,527
Weighted-average period (in years)		2 years 7 days
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average period (in years)		2 years 2 months 23 days

Stock-based Compensation and Stockholders' Equity - Summary of Stock-based Compensation by Income Statement Line Item (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 23, 2020	Feb. 24, 2019	Feb. 23, 2020	Feb. 24, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 566	$ 816	$ 1,881	$ 2,482
Cost of sales
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	(14)	116	42	334
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	10	29	88	84
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 570	$ 671	$ 1,751	$ 2,064

Diluted Earnings Per Share - Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Feb. 23, 2020	Nov. 24, 2019	Aug. 25, 2019	Feb. 24, 2019	Nov. 25, 2018	Aug. 26, 2018	Feb. 23, 2020	Feb. 24, 2019
Numerator:
Consolidated net (loss) income	$ (11,518)	$ (6,740)	$ (4,784)	$ 1,067	$ (585)	$ 190	$ (23,042)	$ 672
Denominator:
Weighted average shares for basic net loss per share (in shares)	29,170			28,919			29,155	28,140
Effect of dilutive securities:
Stock options and restricted stock units (in shares)	0			232			0	259
Weighted average shares for diluted net loss per share (in shares)	29,170			29,151			29,155	28,399
Diluted net loss per share (in dollars per share)	$ (0.39)			$ 0.04			$ (0.79)	$ 0.02

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=117327953&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=117326831&loc=d3e1252-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-URI http://asc.fasb.org/extlink&oid=116637391&loc=SL114874048-224260

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=117326831&loc=d3e1337-109256

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=117326831&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI http://asc.fasb.org/extlink&oid=116637232&loc=SL114874131-224263

+ Details

- Definition

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

+ References + Details

Diluted Earnings Per Share - Narrative (Details) - shares shares in Millions	3 Months Ended	9 Months Ended
	Feb. 23, 2020	Feb. 23, 2020
RSUs
Class of Stock [Line Items]
Amount of securities excluded from computation of earnings per share (in shares)	0.2	0.2
Employee Stock Option
Class of Stock [Line Items]
Amount of securities excluded from computation of earnings per share (in shares)	1.9	1.6

Income Taxes (Details) - USD ($) $ in Millions	9 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Feb. 23, 2020	Feb. 24, 2019	May 26, 2019
Income Tax Disclosure [Abstract]
Income tax (benefits) expense	$ (7.8)	$ 0.6
Effective tax rate	25.00%	46.00%
Unrecognized tax benefits	$ 0.7		$ 0.6
Unrecognized tax benefits that would result in an adjustment to effective tax rate	$ 0.6		$ 0.5

Debt - Long-term Debt (Details) - USD ($) $ in Thousands	Feb. 23, 2020	May 26, 2019
Debt Instrument [Line Items]
Long-term debt	$ 117,000	$ 97,500
Less: unamortized debt issuance costs	(738)	(516)
Total long-term debt, net of unamortized debt issuance costs	116,262	96,984
Less: current portion of long-term debt, net	(11,723)	(9,791)
Long-term debt, net	104,539	87,193
Term loan
Debt Instrument [Line Items]
Long-term debt	$ 117,000	$ 97,500

Debt - Narrative (Details)	Oct. 25, 2019 USD ($)	Feb. 23, 2020 USD ($)	Dec. 02, 2019 USD ($)	May 26, 2019 USD ($)	Nov. 30, 2018 USD ($)	Jun. 25, 2018 USD ($)	Nov. 01, 2016 USD ($)	Sep. 23, 2016 USD ($)
Debt Instrument [Line Items]
Term loan facility		$ 116,262,000		$ 96,984,000
BMO \| Interest Rate Swap
Debt Instrument [Line Items]
Interest rate swap contract notional amount			$ 110,000,000.0			$ 30,000,000.0	$ 50,000,000.0
LIBOR \| BMO \| Interest Rate Swap
Debt Instrument [Line Items]
Interest rate			1.526%			2.74%	1.22%
Credit Agreement With JPMorgan Chase, BMO Harris Bank, and City National Bank \| Term loan
Debt Instrument [Line Items]
Term loan facility								$ 50,000,000.0
Fourth Amendment \| Term loan
Debt Instrument [Line Items]
Term loan facility					$ 100,000,000.0
Sixth Amendment
Debt Instrument [Line Items]
Covenant, leverage ratio		5.00
Sixth Amendment \| Minimum \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate	0.25%
Sixth Amendment \| Minimum \| Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate	1.25%
Sixth Amendment \| Maximum
Debt Instrument [Line Items]
Additional commitment amount (up to)	$ 10,000,000.0
Sixth Amendment \| Maximum \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate	3.00%
Sixth Amendment \| Maximum \| Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate	4.00%
Sixth Amendment \| Term loan
Debt Instrument [Line Items]
Term loan facility	$ 120,000,000.0
Periodic payment	3,000,000.0
Seventh Amendment
Debt Instrument [Line Items]
Covenant, leverage ratio		5.75
Quarterly decrease in leverage ratio		0.25
Final fixed leverage ratio		3.50
Revolving Credit Facility \| Credit Agreement With JPMorgan Chase, BMO Harris Bank, and City National Bank
Debt Instrument [Line Items]
Revolving line of credit								$ 100,000,000.0
Revolving Credit Facility \| Fourth Amendment
Debt Instrument [Line Items]
Revolving line of credit					$ 105,000,000.0
Revolving Credit Facility \| Sixth Amendment
Debt Instrument [Line Items]
Revolving line of credit	$ 100,000,000.0
Revolving Credit Facility \| Sixth Amendment \| Eurodollar
Debt Instrument [Line Items]
Line of credit outstanding		$ 58,500,000
Line of credit facility, Interest rate		5.16%

Leases - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	May 26, 2019	May 27, 2018	Feb. 23, 2020
Lessee, Lease, Description [Line Items]
Finance lease right of use asset before accumulated amortization			$ 3,800
Property and equipment, net	$ 200,027		191,782
Finance lease, right of use asset, accumulated amortization			$ 400
Operating leases rent expense	7,300	$ 6,100
Assets Held Under Finance Leases
Lessee, Lease, Description [Line Items]
Property and equipment, net	3,800
Accumulated amortization	$ 400

Leases - Components of Lease Cost (Details) $ in Thousands	3 Months Ended	9 Months Ended
Leases - Components of Lease Cost (Details) $ in Thousands	Feb. 23, 2020 USD ($)	Feb. 23, 2020 USD ($)
Finance lease cost:
Amortization of leased assets	$ 29	$ 86
Interest on lease liabilities	89	269
Operating lease cost	1,626	4,791
Variable lease cost and other	725	1,279
Total lease cost	$ 2,469	$ 6,425
Weighted-average remaining lease term:
Operating leases	11 years 4 months 13 days	11 years 4 months 13 days
Finance leases	2 years 10 months 6 days	2 years 10 months 6 days
Weighted-average discount rate:
Operating leases	5.26%	5.26%
Finance leases	9.99%	9.99%

Leases - Maturity Analysis of Operating and Financing Lease Liabilities (Details) - USD ($) $ in Thousands	Feb. 23, 2020	May 26, 2019
Operating Leases
Remainder of 2020	$ 1,385
2021	4,862
2022	4,350
2023	3,680
2024	3,008
Thereafter	20,086
Total lease payments	37,371
Less: interest	(10,306)
Present value of lease liabilities	27,065
Less: current obligation of lease liabilities	(3,775)
Total long-term lease liabilities	23,290
Finance Leases
Remainder of 2020	125
2021	455
2022	466
2023	3,497
2024	9
Thereafter	2
Total lease payments	4,554
Less: interest	(962)
Present value of lease liabilities	3,592
Less: current obligation of lease liabilities	(125)
Total long-term lease liabilities	3,467
Total
Remainder of 2020	1,510
2021	5,317
2022	4,816
2023	7,177
2024	3,017
Thereafter	20,088
Total lease payments	41,925
Less: interest	(11,268)
Present value of lease liabilities	30,657
Less: current obligation of lease liabilities	(3,900)	$ (75)
Total long-term lease liabilities	$ 26,757

Leases - Future Minimum Lease Payments Under Operating Leases, Excluding Land Leases (Details) $ in Thousands	May 26, 2019 USD ($)
Leases [Abstract]
Fiscal year 2020	$ 5,056
Fiscal year 2021	4,044
Fiscal year 2022	3,589
Fiscal year 2023	3,350
Fiscal year 2024	3,047
Thereafter	9,335
Total	$ 28,421

Leases - Future Minimum Lease Payments Under Capital Lease (Details) $ in Thousands	May 26, 2019 USD ($)
Leases [Abstract]
Fiscal year 2020	$ 486
Fiscal year 2021	489
Fiscal year 2022	460
Fiscal year 2023	3,490
Fiscal year 2024	0
Thereafter	0
Total minimum lease payment	4,925
Less: amounts representing interest and taxes	(1,291)
Total	3,634
Less: current portion included in other accrued liabilities	(102)
Long-term capital lease obligation	$ 3,532

Leases - Supplemental Cash Flow Information (Details) $ in Thousands	9 Months Ended
	Feb. 23, 2020 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 5,780
Operating cash flows from finance leases	270
Financing cash flows from finance leases	94
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$ 2,527

Business Segment Reporting - Narrative (Details)	9 Months Ended
Business Segment Reporting - Narrative (Details)	Feb. 23, 2020 brand segment	Feb. 24, 2019
Revenue, Major Customer [Line Items]
Number of operating segments \| segment	3
Number of natural food brands \| brand	4
Sales Revenue, Net \| Customer Concentration Risk \| Top Five Customers
Revenue, Major Customer [Line Items]
Concentration risk percentage	44.00%	46.00%
Sales Revenue, Net \| Customer Concentration Risk \| Curation Foods \| Costco
Revenue, Major Customer [Line Items]
Concentration risk percentage	15.00%	17.00%
Sales Revenue, Net \| Customer Concentration Risk \| Curation Foods \| Wal-mart
Revenue, Major Customer [Line Items]
Concentration risk percentage	18.00%	16.00%

Business Segment Reporting - Sales by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 23, 2020	Feb. 24, 2019	Feb. 23, 2020	Feb. 24, 2019
Segment Reporting Information [Line Items]
Net sales	$ 152,928	$ 155,554	$ 434,235	$ 404,779
Canada
Segment Reporting Information [Line Items]
Net sales	17,500	24,100	52,300	40,200
Belgium
Segment Reporting Information [Line Items]
Net sales	9,300	9,900	12,400	2,500
Ireland
Segment Reporting Information [Line Items]
Net sales	700	1,400	3,200	2,300
All Other Countries
Segment Reporting Information [Line Items]
Net sales	$ 1,800	$ 800	$ 5,100	$ 2,000

Business Segment Reporting - Operations by Business Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 23, 2020	Feb. 24, 2019	Feb. 23, 2020	Feb. 24, 2019
Segment Reporting Information [Line Items]
Net sales	$ 152,928	$ 155,554	$ 434,235	$ 404,779
Gross profit	20,047	21,569	50,897	54,791
Net income (loss) from continuing operations	(11,518)	1,533	(23,042)	1,754
Depreciation and amortization	4,650	4,048	13,478	10,506
Dividend income	281	413	843	1,238
Interest income	46	34	96	113
Interest expense	2,211	1,771	6,455	3,275
Income tax expense (benefit)	(5,310)	385	(7,840)	917
Curation Foods
Segment Reporting Information [Line Items]
Net sales	127,482	131,852	373,906	353,014
Gross profit	9,162	9,993	28,874	34,570
Net income (loss) from continuing operations	(12,636)	(6,350)	(23,154)	(4,385)
Depreciation and amortization	3,356	2,875	9,704	7,109
Dividend income	281	413	843	1,238
Interest income	0	26	31	87
Interest expense	1,376	1,164	4,128	2,027
Income tax expense (benefit)	(4,901)	(686)	(7,210)	116
Lifecore
Segment Reporting Information [Line Items]
Net sales	25,446	23,702	60,329	51,765
Gross profit	10,885	11,576	22,023	20,221
Net income (loss) from continuing operations	4,910	5,835	6,974	6,586
Depreciation and amortization	1,272	1,028	3,705	2,982
Dividend income	0	0	0	0
Interest income	0	0	0	0
Interest expense	0	0	0	0
Income tax expense (benefit)	1,467	1,946	1,920	2,196
Other
Segment Reporting Information [Line Items]
Net sales	0	0	0	0
Gross profit	0	0	0	0
Net income (loss) from continuing operations	(3,792)	2,048	(6,862)	(447)
Depreciation and amortization	22	145	69	415
Dividend income	0	0	0	0
Interest income	46	8	65	26
Interest expense	835	607	2,327	1,248
Income tax expense (benefit)	$ (1,876)	$ (875)	$ (2,550)	$ (1,395)

Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Discontinued Operations (Details) - USD ($) $ in Thousands	Feb. 23, 2020	Feb. 24, 2019	Feb. 23, 2020	Feb. 24, 2019	May 26, 2019
Other current liabilities, discontinued operations:
Loss from discontinued operations, before taxes	$ 0	$ (609)	$ 0	$ (1,415)
Income tax benefit	0	143	0	333
Loss from discontinued operations, net of tax	0	(466)	0	(1,082)
Discontinued Operations \| Now Planting
Other current liabilities, discontinued operations:
Accounts payable	0		0		$ 51
Accrued expenses and other current liabilities	0		0		14
Total other current liabilities, discontinued operations	0		0		$ 65
Revenues	0	133	0	488
Cost of sales	0	(485)	0	(1,132)
Research and development	0	(2)	0	(102)
Selling, general and administrative	0	(255)	0	(669)
Loss from discontinued operations, before taxes	0	(609)	0	(1,415)
Income tax benefit	0	143	0	333
Loss from discontinued operations, net of tax	$ 0	$ (466)	$ 0	$ (1,082)

Restructuring Costs (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
Restructuring Costs (Details) - USD ($) $ in Thousands	Jan. 31, 2020	Feb. 23, 2020	Feb. 24, 2019	Feb. 23, 2020	Feb. 24, 2019
Restructuring Cost and Reserve [Line Items]
Restructuring costs		$ 13,528	$ 0	$ 13,934	$ 0
Asset impairment loss
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 10,900
Asset reclassification from property and equipment to other current assets
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 2,600
Employee severance and benefit costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		1,745		1,745
Lease costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		418		418
Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		717		717
Curation Foods
Restructuring Cost and Reserve [Line Items]
Restructuring costs		12,704		12,704
Curation Foods \| Employee severance and benefit costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		1,135		1,135
Curation Foods \| Lease costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		392		392
Curation Foods \| Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		529		529
Lifecore
Restructuring Cost and Reserve [Line Items]
Restructuring costs		0		0
Lifecore \| Asset write-off costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		0		0
Lifecore \| Employee severance and benefit costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		0		0
Lifecore \| Lease costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		0		0
Lifecore \| Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		0		0
Other
Restructuring Cost and Reserve [Line Items]
Restructuring costs		824		1,230
Other \| Asset write-off costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		0
Other \| Employee severance and benefit costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		610		610
Other \| Lease costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		26		26
Other \| Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		$ 188		$ 188

Subsequent Events (Details) $ in Thousands		9 Months Ended
Subsequent Events (Details) $ in Thousands	Mar. 19, 2020 USD ($)	Feb. 23, 2020 USD ($)	Feb. 24, 2019 USD ($)
Payments of debt issuance costs		$ 766	$ 509
Seventh Amendment
Covenant, leverage ratio		5.75
Sixth Amendment
Covenant, leverage ratio		5.00
Subsequent Event \| Seventh Amendment
Payments of debt issuance costs	$ 500