0001005286-20-000020 | 10-Q | XBRL Viewer

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Cover Page - shares	3 Months Ended
Cover Page - shares	Aug. 30, 2020	Oct. 01, 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	2811 Airpark Drive
Entity Address, City or Town	Santa Maria,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93455
City Area Code	650
Local Phone Number	306-1650
Title of 12(b) Security	Common stock, par value $0.001 per share
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		29,241,889
Document Period End Date	Aug. 30, 2020
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Shell Company	false

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Aug. 30, 2020	May 31, 2020
Current Assets:
Cash and cash equivalents	$ 589	$ 360
Accounts receivable, less allowance for credit losses	65,027	76,206
Inventories	59,998	66,311
Prepaid expenses and other current assets	21,753	14,230
Total Current Assets	147,367	157,107
Investment in non-public company, fair value	56,900	56,900
Property and equipment, net	171,413	192,338
Operating leases	22,109	25,321
Goodwill	69,386	69,386
Trademarks/tradenames, net	25,328	25,328
Customer relationships, net	12,281	12,777
Other assets	1,396	2,156
Total Assets	506,180	541,313
Current Liabilities:
Accounts payable	50,722	51,647
Accrued compensation	8,895	9,034
Other accrued liabilities	9,607	9,978
Current portion of lease liabilities	4,001	4,423
Deferred revenue	477	352
Line of credit	69,000	77,400
Current portion of long-term debt, net	11,027	11,554
Total Current Liabilities	153,729	164,388
Long-term debt, net	93,919	101,363
Long-term lease liabilities	23,018
Long-term lease liabilities		26,378
Deferred taxes, net	9,359	13,588
Other non-current liabilities	4,997	4,552
Total Liabilities	285,022	310,269
Stockholders’ Equity:
Common stock, $0.001 par value; 50,000 shares authorized; 29,242 and 29,224 shares issued and outstanding at August 30, 2020 and May 31, 2020, respectively	29	29
Additional paid-in capital	163,388	162,578
Retained earnings	60,245	71,245
Accumulated other comprehensive loss	(2,504)	(2,808)
Total Stockholders’ Equity	221,158	231,044
Total Liabilities and Stockholders’ Equity	$ 506,180	$ 541,313

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Aug. 30, 2020	May 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value (in USD per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	29,242,000	29,224,000
Common stock, shares outstanding (in shares)	29,242,000	29,224,000

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Aug. 30, 2020	Aug. 25, 2019
Income Statement [Abstract]
Product sales	$ 135,643	$ 138,714
Cost of product sales	119,296	123,378
Gross profit	16,347	15,336
Operating costs and expenses:
Research and development	2,508	2,821
Selling, general and administrative	17,903	16,895
Restructuring costs	8,404	0
Total operating costs and expenses	28,815	19,716
Operating loss	(12,468)	(4,380)
Dividend income	281	281
Interest income	8	25
Interest expense, net	(3,109)	(2,075)
Other expense (income), net	(21)	0
Net loss before tax	(15,309)	(6,149)
Income tax benefit	4,309	1,365
Net loss applicable to common stockholders	(11,000)	(4,784)
Net (loss) applicable to common stockholders	$ (11,000)	$ (4,784)
Net loss per common share:
Net loss per common share - basic (in dollars per share)	$ (0.38)	$ (0.16)
Net loss per common share - diluted (in dollars per share)	$ (0.38)	$ (0.16)
Shares used in per share computation:
Basic (in shares)	29,242	29,139
Diluted (in shares)	29,242	29,139
Other comprehensive income (loss), net of tax:
Net unrealized gain (losses) on interest rate swaps (net of tax effect of $(121) and $265)	$ 304	$ (612)
Other comprehensive income, net	304	(612)
Total comprehensive loss	$ (10,696)	$ (5,396)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Aug. 30, 2020	Aug. 25, 2019
Income Statement [Abstract]
Revenue from Contract with Customer, Product and Service [Extensible List]	us-gaap:ProductMember	us-gaap:ProductMember
Change in net unrealized gains (losses) on interest rate swap, tax	$ (121)	$ 265

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-in Capital	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
ASC 842 transition adjustment		$ (274)				$ (274)
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 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)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible List]	us-gaap:AccountingStandardsUpdate201602Member
Balance (in shares) at May. 31, 2020			29,224
Balance at May. 31, 2020	$ 231,044		$ 29	162,578	71,245		(2,808)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under stock plans (in shares)			18
Issuance of stock under stock plans	0
Taxes paid by Company for employee stock plans	(82)			(82)
Stock-based compensation	892			892
Net loss	(11,000)				(11,000)
Other comprehensive income, net of tax	304						304
Balance (in shares) at Aug. 30, 2020			29,242
Balance at Aug. 30, 2020	$ 221,158		$ 29	$ 163,388	$ 60,245		$ (2,504)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Aug. 30, 2020	Aug. 25, 2019
Cash flows from operating activities:
Consolidated net loss	$ (11,000)	$ (4,784)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, amortization of intangibles and amortization of debt costs	5,102	4,503
Stock-based compensation expense	892	528
Deferred taxes	(4,349)	(1,442)
Net gain on disposal of property and equipment held and used	(11)	(7)
Loss on disposal of property and equipment related to restructuring, net	6,005	0
Other, net	21	0
Changes in current assets and current liabilities:
Accounts receivable, net	11,179	8,163
Inventories	6,313	(888)
Prepaid expenses and other current assets	1,353	(1,215)
Accounts payable	917	(6,105)
Accrued compensation	(139)	(3,288)
Other accrued liabilities	613	(893)
Deferred revenue	125	(11)
Net cash provided by (used in) operating activities	17,021	(5,439)
Cash flows from investing activities:
Purchases of property and equipment	(4,623)	(9,981)
Proceeds from collections of notes receivable	0	296
Proceeds from sales of property and equipment	4,855	19
Net cash provided by (used in) investing activities	232	(9,666)
Cash flows from financing activities:
Taxes paid by Company for employee stock plans	(82)	(55)
Payments on long-term debt	(8,030)	(2,530)
Proceeds from lines of credit	11,000	35,000
Payments on lines of credit	(19,400)	(16,400)
Payments for debt issuance costs	(512)	0
Net cash (used in) provided by financing activities	(17,024)	16,015
Net decrease in cash, cash equivalents and restricted cash	229	910
Cash, cash equivalents and restricted cash, beginning of period	553	1,465
Cash, cash equivalents and restricted cash, end of period	782	2,375
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment on trade vendor credit	$ 978	$ 2,191

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

3 Months Ended

Aug. 30, 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.

Landec’s biomedical company, Lifecore Biomedical, Inc. (“Lifecore”), is a fully integrated contract development and manufacturing organization (“CDMO”) that offers highly differentiated capabilities in the development, fill and finish of sterile, injectable pharmaceutical products in syringes and vials. As a leading manufacturer of premium, injectable-grade hyaluronic acid, Lifecore brings 35 years of expertise as a partner for global and emerging biopharmaceutical and biotechnology companies across multiple therapeutic categories to bring their innovations to market. Lifecore recognizes revenue in two different product categories: CDMO and Fermentation.

Landec’s natural food company, Curation Foods, Inc. (“Curation Foods”) is focused on innovating and distributing plant-based foods with 100% clean ingredients to retail, club and foodservice channels throughout North America. Curation Foods is able to maximize product freshness through its geographically dispersed family of growers, refrigerated supply chain and patented BreatheWay packaging technology. Its products are sold in natural food, conventional grocery and mass retail stores, primarily in the United States and Canada. The company categorizes revenue in three categories, Fresh packaged salads and vegetables, Avocado Products, and Technology which reports revenues for BreatheWay patented supply chain solutions. Included in the Curation Foods segment and fresh packaged salads and vegetables revenue disaggregation is O Olive Oil & Vinegar (“O”), which is a premier producer of California specialty olive oils and wine vinegars. Also included in the Curation Foods segment are the dividends from, and Landec’s share of the change in the fair market value of the Company’s 26.9% investment ownership of Windset, a leading edge grower of hydroponically grown produce.

Basis of Presentation

The accompanying unaudited consolidated financial statements of Landec have been prepared in accordance with U.S. 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 August 30, 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 “SEC”). 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 31, 2020 (the “Annual Report”).

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 results of operations for the three months ended August 30, 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 inter-company transactions and balances have been eliminated.

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

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

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; self-insurance liabilities; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived asset (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)	August 30, 2020		May 31, 2020		August 25, 2019		May 26, 2019
Cash and cash equivalents	$	589	$	360	$	1,990	$	1,080
Restricted cash	193		193		385		385

Cash, cash equivalents and restricted cash	$	782	$	553	$	2,375	$	1,465

The Company was required to maintain $0.2 million and $0.2 million of restricted cash at August 30, 2020 and May 31, 2020, respectively, 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)	August 30, 2020		May 31, 2020
Finished goods	$	27,635	$	35,177
Raw materials	25,794		25,856
Work in progress	6,569		5,278
Total	$	59,998	$	66,311

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.

Accounts Receivable and Sales Returns and Allowance for Credit Losses

The Company carries its accounts receivable at their face amounts less an allowance for estimated sales returns and credit losses. Sales return allowances are estimated based on historical sales return amounts.

The Company uses the loss rate method to estimate its expected credit losses on trade accounts receivable and contract assets. In order to estimate expected credit losses, the Company assessed recent historical experience, current economic conditions and any reasonable and supportable forecasts to identify risk characteristics that are shared within the financial asset. These risk characteristics are then used to bifurcate the loss rate method into risk pools. The risk pools were determined based on the industries in which the Company operates. Historical credit loss for each risk pool is then applied to the current period aging as presented in the identified risk pools to determine the needed reserve allowance. At times when there are not current economic conditions or forecasts that may affect future credit losses, the Company has determined that recent historical experience provide the best basis for estimating credit losses.

The information obtained from assessing historical experience, current economic conditions and reasonable and supportable forecasts were used to identify risk characteristics that can affect future credit loss experience. There were no significant risk characteristics identified in the review of historical experiences or in the review of estimates of current economic conditions and forecasts.

Estimating credit losses based on risk characteristics requires significant judgment by management. Significant judgments include, but are not limited to: assessing current economic conditions and the extent to which they are relevant to the existing characteristics of the Company’s financial assets, the estimated life of financial assets, and the level of reliance on historical experience in light of economic conditions. The Company will continually review and update, when necessary, its historical risk characteristics that are meaningful to estimating credit losses, any new risk characteristics that arise in the natural course of business, and the estimated life of its financial assets.

The changes in the Company’s allowance for sales returns and credit losses are summarized in the following table (in thousands):


	Balance at beginning of period		Provision for expected credit losses		Write offs, net of recoveries		Balance at end of period
Three months ended August 30, 2020	$	438	$	35	$	(169)	$	304

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 2, the Company has an approximate 26.9% ownership interest. During the three months ended August 30, 2020 and August 25, 2019, the Company recognized revenues of $0.1 million and $0.1 million, respectively. These amounts have been included in Product sales in the accompanying Consolidated Statements of Comprehensive (Loss) Income. 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 August 30, 2020 and May 31, 2020, 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, $1.0 million and $0.1 million were recorded as Prepaid expenses and other current assets, and Other assets in the accompanying Consolidated Balance Sheets, respectively, as of August 30, 2020, and $0.3 million and $0.5 million, respectively, as of May 31, 2020. The Company records its term debt issuance costs as a contra-liability, and as such, $1.0 million and $0.1 million was recorded as Current portion of long-term debt, and Long-term debt, net in the accompanying Consolidated Balance Sheets, respectively, as of August 30, 2020 and $0.4 million and $0.6 million, respectively, as of May 31, 2020.

Financial Instruments

The Company’s financial instruments are primarily composed of commercial-term trade payables, grower advances, notes receivable, debt instruments and derivative instruments. For short-term instruments, the historical carrying amount approximates the fair value of the instrument. The fair value of long-term debt and lines of credit approximates their carrying value.

Cash Flow Hedges

The Company has entered into interest rate swap agreements 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 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. The accounting for changes in the fair value of the derivative instrument 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 and are designated as cash flow hedges, the entire change in the fair value of the hedging instrument is recorded as a component of Accumulated other comprehensive loss (“AOCL”) in Stockholders’ Equity. Those amounts are subsequently reclassified to earnings in the same line item in the Consolidated Statement of Operations as impacted by the hedged item when the hedged item affects earnings. 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 Loss

Comprehensive income (loss) consists of two components, net loss and Other comprehensive (loss) 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 net (loss) income. The Company’s OCI consists of net deferred gains and losses on its interest rate swap derivative instrument accounted for as a cash flow hedge. The components of AOCL, net of tax, are as follows:


(In thousands)	AOCL
Balance as of May 31, 2020	$	(2,808)
Other comprehensive loss before reclassifications, net of tax effect	(230)
Amounts reclassified from OCI	534
Other comprehensive income, net	304
Balance as of August 30, 2020	$	(2,504)

The Company expects to reclassify approximately $1.9 million into earnings in the next 12 months.

Based on these assumptions, management believes the fair market values of the Company’s financial instruments are not significantly different from their recorded amounts as of August 30, 2020 and May 31, 2020.

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 August 30, 2020 and May 31, 2020. The Company has elected to account for its investment in Windset under the fair value option. See Note 2 – Investment in Non-public Company, for further information.

Assets Held for Sale

In January 2020, the Company decided to divest Curation Foods’ salad dressing plant in Ontario, California (“Ontario”). 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, and (2) recognized a $10.9 million impairment loss. The remaining fair value of $2.6 million is included in Property and equipment, net within the Consolidated Balance Sheet as of May 31, 2020. Liabilities of $0.3 million and $2.9 million related to these assets are included in Current portion of lease liabilities and Long-term lease liabilities, respectively, within the Consolidated Balance Sheet as of May 31, 2020. In the first quarter of fiscal year 2021, the Company sold its interest in Ontario. The Company received net cash proceeds of $4.9 million in connection with the sale, and recorded a gain of $2.8 million during the three months ended August 30, 2020, which is included in Restructuring costs within the Consolidated Statements of Comprehensive (Loss) Income.

On June 25, 2020 the Board of Directors approved a plan to close Curation Foods’ underutilized manufacturing operations in Hanover, Pennsylvania (“Hanover”), sell the building and assets related thereto, and consolidate its operations into its manufacturing facilities in Guadalupe, California and Bowling Green, Ohio. The $17.2 million carrying value of these assets is included in Property and equipment, net on the consolidated Balance Sheets as of May 31, 2020, and was not classified as assets held for sale as the plan to sell was not finalized until subsequent to fiscal year end 2020. In the first quarter of fiscal year 2021, the Company (1) designated the property and equipment of Hanover as assets held for sale, (2) recognized an $8.8 million impairment loss, which is included in Restructuring costs within the Consolidated Statements of Comprehensive (Loss) Income, and (3) reclassified the remaining net carrying value of $8.0 million from Property and equipment, net to Prepaid expenses and other current assets within the Consolidated Balance Sheet as of August 30, 2020. Subsequent to the end of the Company’s first quarter of fiscal year 2021, the Company sold the Hanover building and assets related thereto for net proceeds of $8.0 million.

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 the 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 accounts 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 are 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 a finite estimated useful life ranging from 11 years to 13 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 worker's 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 August 30, 2020 and May 31, 2020. It is reasonably possible that the expense the Company ultimately incurs could differ and adjustments to future reserves may be necessary. As of June 1, 2020, the Company ceased to provide health insurance benefits under a self-insured plan, and instead provides health insurance under a premium-based health plan.

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 months ended August 30, 2020 and August 25, 2019, the Company recognized $0.0 million and $2.4 million of business interruption insurance recoveries, respectively. Amounts received on insurance recoveries related to business interruption are recorded as a reduction to Cost of product sales in the Consolidated Statements of Comprehensive (Loss) Income 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. 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 August 30, 2020 and May 31, 2020, the Company held certain assets and liabilities that are required or it elected to be measured at fair value on a recurring basis, including its interest rate swap contracts and its minority interest investment in Windset.

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 August 30, 2020 and May 31, 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 held for sale, less the costs to sell, was $8.0 million and $2.6 million as of August 30, 2020 and May 31, 2020, respectively. The fair market value of Hanover (classified as an asset held for sale) as of August 30, 2020, was based on the actual subsequent to quarter end sales price, and therefore was classified within Level 1. The fair market value of Ontario (classified as an asset held for sale) as of May 31, 2020, was based on third-party valuations, which 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 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 months ended August 30, 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:


	August 30, 2020 Range (Weighted Average)	May 31, 2020 Range (Weighted Average)
Revenue growth rates	6% to 7% (6.4%)	6% to 7% (6.4%)
Expense growth rates	6% to 8% (6.6%)	6% to 8% (6.6%)
Income tax rates	15%	15%
Discount rates	12%	12%

The revenue growth, expense growth, and income tax rate assumptions are considered to be 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 August 30, 2020
10% increase in revenue growth rates	$	1,100
10% increase in expense growth rates	$	(800)
10% increase in income tax rates	$	(300)
10% increase in discount rates	$	(2,200)

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 August 30, 2020										Fair Value at May 31, 2020
Assets:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3

Assets held for sale - nonrecurring	$	8,027	$	—	$	—	$	—	$	—	$	2,607
Investment in non-public company	—		—		56,900		—		—		56,900
Total assets	$	8,027	$	—	$	56,900	$	—	$	—	$	59,507
Liabilities:
Interest rate swap contracts	$	—	$	3,154	$	—	$	—	$	3,578	$	—

Total liabilities	$	—	$	3,154	$	—	$	—	$	3,578	$	—

The following table reflects the fair value roll forward reconciliation of Level 3 assets and liabilities measured at fair value for the three months ended August 30, 2020:


(In thousands)	Windset Investment
Balance as of May 31, 2020	$	56,900
Fair value change	—
Balance as of August 30, 2020	$	56,900

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 11 – Business Segment Reporting in our annual report on Form 10-K for the year ended May 31, 2020.

The Company’s standard terms of sale are generally 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 as a separate performance obligation. The Company’s standard payment terms with its customers generally range from 30 days to 90 days. Certain customers may receive cash-based incentives (including: volume rebates, discounts, and promotions), 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.

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
Curation Foods:	August 30, 2020		August 25, 2019
Fresh packaged salads and vegetables	$	96,179	$	109,831
Avocado products	17,017		16,200
Technology	643		642
Total	$	113,839	$	126,673


(In thousands)	Three Months Ended
Lifecore:	August 30, 2020		August 25, 2019
Contract development and manufacturing organization	$	16,488	$	11,303
Fermentation	5,316		738

Total	$	21,804	$	12,041

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 August 30, 2020 and May 31, 2020, were $9.1 million and $9.0 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 August 30, 2020 and May 31, 2020, were $0.0 million and $0.0 million, respectively. Revenue recognized during the three months ended August 30, 2020, that was included in the contract liability balance at the beginning of fiscal year 2021, was $0.0 million.

Shipping and Handling Costs

Amounts billed to third-party customers for shipping and handling are included as a component of revenues. Shipping and handling costs incurred are included as a component of cost of products sold and represent costs incurred to ship product from the processing facility or distribution center to the end consumer markets.

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, estimated 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.

Claims Alleging 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’ former 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 various claims, all of which were settled in fiscal year 2017. Under the settlement agreement, the plaintiffs were to be paid in three installments. The Company and Pacific Harvest each agreed to pay one half of the settlement payments. The Company paid the entire first two installments and Pacific Harvest agreed to reimburse the Company for its $2.1 million portion. As of May 31, 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 fiscal year 2020, the Company’s review for collectability concluded that a receivable reserve of $1.2 million would be recorded. The Company's conclusion regarding collectability changed as a result of Pacific Harvest communicating their refusal to pay combined with their bringing claims against the Company. As of August 30, 2020, the reserve balance remained at $1.2 million.

Compliance Matters and Related Litigation

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 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. On September 2, 2020, one of the former owners of Yucatan filed a lawsuit against the Company in Los Angeles County Superior Court for breach of employment agreement, breach of contract, breach of holdback agreement, declaratory relief and accounting, and related claims The Plaintiff seeks over $10.0 million in damages, including delivery of shares of his stock held in escrow for the indemnification claims described above. The Company intends to contest this lawsuit vigorously and to pursue its indemnification claims against all former owners of Yucatan.

At this stage, the ultimate outcome of these or any other investigations, legal actions, 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. Separately, there are indemnification provisions in the purchase agreement that allow the Company to recover costs for breach of warranty, etc. from the seller. Because recovery of amounts are contingent upon the outcome of legal proceedings, no amounts have been recorded as recoverable costs through August 30, 2020. Nor are there any insurance claims recorded as they are similarly contingent.

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 sought an unspecified amount of monetary damages, litigation expenses, and interest. The lawsuit was dismissed during the first quarter of fiscal year 2021.

On February 14, 2020, a complaint was filed against the Company, Curation Foods, the Company's current CEO Albert Bolles, the Company’s former Chief Financial Officer Gregory Skinner, and other defendants (collectively, the “Landec Parties”) 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. Based on this alleged breach, 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. The Landec Parties' deadline to respond to the complaint is currently set for October 21, 2020. 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

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 adopted ASU 2018-15 on June 1, 2020, and the adoption of this standard did not have an impact on the Company’s consolidated financial statements.

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 adopted ASU 2018-13 on June 1, 2020, and the adoption of this standard did not have an impact on the Company’s consolidated financial statements. As required by ASU 2018-13, the Company included additional disclosures in the Fair Value Measurement section related to the range and weighted average rates used to develop significant inputs for the Level 3 investment.

Financial Instruments – Credit Losses

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires measurement and recognition of expected credit losses for financial assets held. Effective June 1, 2020, the Company adopted ASC 326 using the transition method introduced by ASU 2016-13. The adoption of ASC 326 did not have a material impact on our consolidated financial statements.

Under ASC 326, the Company changed its policy for assessing credit losses to include consideration of a broader range of information to estimate credit losses over the life of its financial assets. As of August 30, 2020 the financial assets of the Company within the scope of the assessment comprised of trade accounts receivable, contract assets, and deposits. See the Accounts Receivable and Sales Returns and Allowance for Credit Losses section within Note 1 for further discussion of the Company's accounting for credit losses.

Investment in Non-public Company	3 Months Ended
Investment in Non-public Company	Aug. 30, 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 that were reviewed by Landec, 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 August 30, 2020 and August 25, 2019, the Company recorded $0.3 million and $0.3 million, respectively, in dividend income. The increase in the fair market value of the Company’s investment in Windset for the three months ended August 30, 2020 and August 25, 2019, was $0.0 million and $0.0 million, respectively and is included in Other expenses (income) in the accompanying Consolidated Statements of Comprehensive (Loss) Income.

Stock-based Compensation and Stockholders' Equity

3 Months Ended

Aug. 30, 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 August 30, 2020, the Company granted 551,600 options to purchase shares of common stock and awarded 88,531 RSUs.

As of August 30, 2020, the Company has reserved 4.2 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
(In thousands)	August 30, 2020		August 25, 2019
Cost of sales	$	123	$	(26)
Research and development	64		30
Selling, general and administrative	705		524
Total stock-based compensation	$	892	$	528

As of August 30, 2020, there was $5.4 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 2.56 years for stock options and 1.58 years for RSUs.

Stock Repurchase Plan

On July 14, 2010, the Board of Directors of the Company approved the establishment of a stock repurchase plan, which allows for the repurchase of up to $10.0 million of the Company’s common stock. The Company may still repurchase up to $3.8 million of the Company’s common stock under the Company’s stock repurchase plan. 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 three months ended August 30, 2020, the Company did not purchase any shares on the open market.

Diluted Earnings Per Share

3 Months Ended

Aug. 30, 2020

Earnings Per Share [Abstract]

Diluted Earnings Per Share

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


	Three Months Ended
(In thousands, except per share amounts)	August 30, 2020		August 25, 2019
Numerator:
Net loss applicable to common stockholders	$	(11,000)	$	(4,784)
Denominator:
Weighted average shares for basic net loss per share	29,242		29,139
Effect of dilutive securities:
Stock options and restricted stock units	—		—
Weighted average shares for diluted net loss per share	29,242		29,139

Diluted net loss per share	$	(0.38)	$	(0.16)

Due to the Company’s net loss for the three months ended August 30, 2020 and August 25, 2019, the net loss per share includes only weighted average shares outstanding. For the three months ended August 30, 2020 and August 25, 2019, the computation of the diluted net loss per share excludes the impact of options to purchase 2.2 million and 2.6 million shares of common stock, respectively, as such impacts would be antidilutive for these periods.

Income Taxes	3 Months Ended
Income Taxes	Aug. 30, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The provision for income taxes for the three months ended August 30, 2020 and August 25, 2019, was a benefit of $4.3 million and $1.4 million, respectively. The effective tax rate for the three months ended August 30, 2020 and August 25, 2019 was 28% and 22%, respectively. The effective tax rate for the three months ended August 30, 2020, was higher than the statutory federal income tax rate of 21% primarily due to the generation of federal & state research and development (“R&D”) credits and movements of the valuation allowance recorded against certain deferred tax assets, partially offset by the impact of state taxes and stock based compensation. As of August 30, 2020 and May 31, 2020, the Company had unrecognized tax benefits of $0.9 million and $0.8 million, respectively. Included in the balance of unrecognized tax benefits as of August 30, 2020 and May 31, 2020, is $0.8 million and $0.7 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 August 30, 2020 and May 31, 2020. Due to tax attribute carryforwards, the Company is subject to examination for tax years 2017 forward for U.S. tax purposes. The Company is also subject to examination in various state jurisdictions for tax years 2015 forward, none of which were individually significant.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Debt

3 Months Ended

Aug. 30, 2020

Debt Disclosure [Abstract]

Debt

Long-term debt, net consists of the following:


(In thousands)	August 30, 2020		May 31, 2020
Term loan	$	106,000	$	114,000
Total principal amount of long-term debt	106,000		114,000
Less: unamortized debt issuance costs	(1,054)		(1,083)
Total long-term debt, net of unamortized debt issuance costs	104,946		112,917
Less: current portion of long-term debt, net	(11,027)		(11,554)
Long-term debt, net	$	93,919	$	101,363

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.

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 continued to be 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 Seventh Amendment also provided for the acceleration of the maturity of the Term Loan from October 25, 2022 to September 23, 2021 if the Company fails to be in compliance with certain financial covenants.

On July 15, 2020, the Company entered into the Eighth Amendment to the Credit Agreement (the “Eighth Amendment”), which among other things, (i) modified the definition of EBITDA to increase the limit on permitted exclusions for certain unusual, extraordinary or one-time cash items for each fiscal quarter ending on or after February 28, 2021, to a maximum of 20% of EBITDA, and (ii) restricted the Company from making Capital Expenditures over certain thresholds. Interest continues to be based on the Company’s Total Leverage Ratio, now at a revised per annum Applicable Rate of either (i) the prime rate plus a spread of between 0.75% and 3.50% or (ii) the Eurodollar rate plus a spread of between 1.75% and 4.50%, plus, in each case, a commitment fee, as applicable, of between 0.15% and 0.55%, as further described in the Eighth Amendment.

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.

Both the Revolver and the Term Loan mature on September 23, 2021, with the Term Loan requiring quarterly principal payments of $3.0 million and the remainder continuing to be due at maturity. 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 August 30, 2020, the Company was in compliance with all financial covenants and events of default provisions under the Credit Agreement.

As of August 30, 2020, $69.0 million was outstanding on the Revolver, at an interest rate of 4.66%.

The Company's outstanding indebtedness under the Credit Agreement will mature and become due on September 23, 2021. The Company's currently available liquidity plus the expected additional cash generated by operations prior to that maturity date are not expected to be sufficient to pay such debt obligations prior to or at the maturity date without additional financing. Management is actively pursuing refinancing options and is currently in discussions with several third-party lenders to seek to negotiate a refinancing that would extend the maturity of the Company’s indebtedness and provide greater flexibility for the Company. Management believes its current refinancing plans are probable to occur and appropriately mitigate the risk that the Company will not be able to meet its obligations as they become due. Therefore, the financial statements have been prepared assuming the Company will continue as a going concern. The Company believes that its cash from operations, along with existing cash and cash equivalents, will be sufficient to finance its operational and capital requirements for at least the next twelve months, assuming the Company is able to execute its plan to refinance its debt. However, there is no guarantee we will able to refinance, or be able to do so on favorable terms. See Item 1A. “Risk Factors” for more information.

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%.

Business Segment Reporting

3 Months Ended

Aug. 30, 2020

Segment Reporting [Abstract]

Business Segment Reporting

The Company operates using three strategic reportable business segments, aligned with how the Chief Executive Officer, who is the chief operating decision maker (“CODM”), manages the business: the Curation Foods segment, the Lifecore segment, and the Other segment.

The Curation Foods business includes (i) four natural food brands, including Eat Smart, O Olive Oil & Vinegar, Yucatan Foods, and Cabo Fresh, (ii) BreatheWay^® activities, and (iii) activity related to our 26.9% investment in Windset. The Curation Foods segment includes (a) activities to market and pack specialty packaged whole and fresh-cut fruits and vegetables, the majority of which incorporate the BreatheWay specialty packaging under either the Eat Smart brand or various private labels, (b) O brand of olive oils and vinegars, and (c)Yucatan Foods and Cabo Fresh brand of avocado products.

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. Corporate overhead is allocated between segments based on actual utilization and relative size.

All of the Company's assets are located within the United States of America except for its Yucatan production facility in Mexico.

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


	Three Months Ended
(In millions)	August 30, 2020		August 25, 2019
Canada	$	16.5	$	20.7
Belgium	3.9		—
Ireland	0.8		1.4
All Other Countries	1.7		1.7

Operations by business segment consisted of the following:


(In thousands)	Curation Foods		Lifecore		Other		Total
Three Months Ended August 30, 2020
Net sales	$	113,839	$	21,804	$	—	$	135,643
Gross profit	11,345		5,002		—		16,347
Net (loss) income	(8,271)		112		(2,841)		(11,000)
Depreciation and amortization	3,410		1,310		28		4,748
Dividend income	281		—		—		281
Interest income	—		—		8		8
Interest expense	1,376		—		1,733		3,109
Income tax (benefit) expense	(2,612)		35		(1,732)		(4,309)
Corporate overhead allocation	1,856		1,403		(3,259)		—











Three Months Ended August 25, 2019
Net sales	$	126,673	$	12,041	$	—	$	138,714
Gross profit	12,822		2,514		—		15,336
Net loss	(2,171)		(1,395)		(1,218)		(4,784)
Depreciation and amortization	3,205		1,185		23		4,413
Dividend income	281		—		—		281
Interest income	20		—		5		25
Interest expense	1,376		—		699		2,075
Income tax benefit	(586)		(465)		(314)		(1,365)
Corporate overhead allocation	1,696		976		(2,672)		—

During the three months ended August 30, 2020 and August 25, 2019, sales to the Company’s top five customers accounted for 51% and 49% of sales, respectively. The Company’s top two customers, Costco Wholesale Corporation and Walmart Stores, Inc., from the Curation Foods segment, accounted for 19% and 14%, respectively, of revenues for the three months ended August 30, 2020, and 14% and 20%, respectively, for the three months ended August 25, 2019.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Restructuring Costs

3 Months Ended

Aug. 30, 2020

Restructuring and Related Activities [Abstract]

Restructuring Costs

During 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 the first quarter of fiscal year 2021, the Company sold its interest in Ontario. The Company received net cash proceeds of $4.9 million in connection with the sale, and recorded a gain of $2.8 million which is included in Restructuring costs within the Consolidated Statements of Comprehensive (Loss) Income. See the Assets Held for Sale section within Note 1 for additional information.

In the first quarter of fiscal year 2021, the Company recognized a $8.8 million impairment loss related to its Hanover building and related assets thereto, which is included in Restructuring costs within the Consolidated Statements of Comprehensive (Loss) Income. See the Assets Held for Sale section within Note 1 for additional information.

In August 2020, the Company closed its leased Santa Clara, California office and entered into a sublease agreement. In the fourth quarter of fiscal year 2020 the Company closed its leased Los Angeles, California office and plans to sublease the office.

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


(in thousands)	Curation Foods		Lifecore		Other		Total
Three Months Ended August 30, 2020
Asset write-off costs, net	$	6,005	$	—	$	—	$	6,005
Employee severance and benefit costs	905		—		—		905
Lease costs	—		—		—		—
Other restructuring costs	847		—		647		1,494
Total restructuring costs	$	7,757	$	—	$	647	$	8,404

The following table summarizes the restructuring costs recognized in the Company’s Consolidated Statements of (Loss) Income, by Business Segment, since inception of the restructuring plan in fiscal year 2020 through the three months ended August 30, 2020:


	Curation Foods		Lifecore		Other		Total
(in thousands)
Asset write-off costs, net	$	18,667	$	—	$	418	$	19,085
Employee severance and benefit costs	2,373		—		784		3,157
Lease costs	392		—		26		418
Other restructuring costs	1,871		—		1,158		3,029
Total restructuring costs	$	23,303	$	—	$	2,386	$	25,689

The total expected cost related to the restructuring plan is approximately $27.0 million.

Subsequent Events	3 Months Ended
Subsequent Events	Aug. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Hanover, Pennsylvania Manufacturing Facility As previously disclosed in the Assets Held for Sale section within Note 1, the Company made plans to sell its Hanover facility. Subsequent to the end of the Company’s first fiscal quarter, on September 4, 2020, the Company sold the Hanover building and assets related thereto for net proceeds of $8.0 million. The Company does not expect any additional impact to earnings during its second quarter of fiscal year 2021 related to this sale. 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. The COVID-19 pandemic as well as the actions taken in response to the pandemic, have had, and we believe will continue to have, significant adverse impacts on many aspects of the Company’s operations, directly and indirectly, including with respect to sales, 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 continue to make adjustments to its responses accordingly.

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

3 Months Ended

Aug. 30, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Consolidation

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)	August 30, 2020		May 31, 2020
Finished goods	$	27,635	$	35,177
Raw materials	25,794		25,856
Work in progress	6,569		5,278
Total	$	59,998	$	66,311

Accounts Receivable and Sales Returns and Allowance for Credit Losses

The changes in the Company’s allowance for sales returns and credit losses are summarized in the following table (in thousands):


	Balance at beginning of period		Provision for expected credit losses		Write offs, net of recoveries		Balance at end of period
Three months ended August 30, 2020	$	438	$	35	$	(169)	$	304

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 Loss


(In thousands)	AOCL
Balance as of May 31, 2020	$	(2,808)
Other comprehensive loss before reclassifications, net of tax effect	(230)
Amounts reclassified from OCI	534
Other comprehensive income, net	304
Balance as of August 30, 2020	$	(2,504)

The Company expects to reclassify approximately $1.9 million 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 August 30, 2020 and May 31, 2020. 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 investment in Windset, the Company utilizes the following significant unobservable inputs in the discounted cash flow models:


	August 30, 2020 Range (Weighted Average)	May 31, 2020 Range (Weighted Average)
Revenue growth rates	6% to 7% (6.4%)	6% to 7% (6.4%)
Expense growth rates	6% to 8% (6.6%)	6% to 8% (6.6%)
Income tax rates	15%	15%
Discount rates	12%	12%


(In thousands)	Impact on value of investment in Windset as of August 30, 2020
10% increase in revenue growth rates	$	1,100
10% increase in expense growth rates	$	(800)
10% increase in income tax rates	$	(300)
10% increase in discount rates	$	(2,200)

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 August 30, 2020										Fair Value at May 31, 2020
Assets:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3

Assets held for sale - nonrecurring	$	8,027	$	—	$	—	$	—	$	—	$	2,607
Investment in non-public company	—		—		56,900		—		—		56,900
Total assets	$	8,027	$	—	$	56,900	$	—	$	—	$	59,507
Liabilities:
Interest rate swap contracts	$	—	$	3,154	$	—	$	—	$	3,578	$	—

Total liabilities	$	—	$	3,154	$	—	$	—	$	3,578	$	—

The following table reflects the fair value roll forward reconciliation of Level 3 assets and liabilities measured at fair value for the three months ended August 30, 2020:


(In thousands)	Windset Investment
Balance as of May 31, 2020	$	56,900
Fair value change	—
Balance as of August 30, 2020	$	56,900

Revenue Recognition

For descriptions of the Company’s product offerings and segments refer to Note 11 – Business Segment Reporting in our annual report on Form 10-K for the year ended May 31, 2020.


(In thousands)	Three Months Ended
Curation Foods:	August 30, 2020		August 25, 2019
Fresh packaged salads and vegetables	$	96,179	$	109,831
Avocado products	17,017		16,200
Technology	643		642
Total	$	113,839	$	126,673


(In thousands)	Three Months Ended
Lifecore:	August 30, 2020		August 25, 2019
Contract development and manufacturing organization	$	16,488	$	11,303
Fermentation	5,316		738

Total	$	21,804	$	12,041

Contract Assets and Liabilities

Shipping and Handling Costs

Legal Contingencies

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

Recent Accounting Guidance

Recently Adopted Pronouncements

Cloud Computing Arrangements

Fair Value Measurement

Financial Instruments – Credit Losses

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

3 Months Ended

Aug. 30, 2020

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents


(In thousands)	August 30, 2020		May 31, 2020		August 25, 2019		May 26, 2019
Cash and cash equivalents	$	589	$	360	$	1,990	$	1,080
Restricted cash	193		193		385		385

Cash, cash equivalents and restricted cash	$	782	$	553	$	2,375	$	1,465

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)	August 30, 2020		May 31, 2020
Finished goods	$	27,635	$	35,177
Raw materials	25,794		25,856
Work in progress	6,569		5,278
Total	$	59,998	$	66,311

Financing Receivable, Allowance for Credit Loss

The changes in the Company’s allowance for sales returns and credit losses are summarized in the following table (in thousands):


	Balance at beginning of period		Provision for expected credit losses		Write offs, net of recoveries		Balance at end of period
Three months ended August 30, 2020	$	438	$	35	$	(169)	$	304

Accumulated Other Comprehensive Income (Loss)

The Company’s OCI consists of net deferred gains and losses on its interest rate swap derivative instrument accounted for as a cash flow hedge. The components of AOCL, net of tax, are as follows:


(In thousands)	AOCL
Balance as of May 31, 2020	$	(2,808)
Other comprehensive loss before reclassifications, net of tax effect	(230)
Amounts reclassified from OCI	534
Other comprehensive income, net	304
Balance as of August 30, 2020	$	(2,504)

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:


	August 30, 2020 Range (Weighted Average)	May 31, 2020 Range (Weighted Average)
Revenue growth rates	6% to 7% (6.4%)	6% to 7% (6.4%)
Expense growth rates	6% to 8% (6.6%)	6% to 8% (6.6%)
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 August 30, 2020
10% increase in revenue growth rates	$	1,100
10% increase in expense growth rates	$	(800)
10% increase in income tax rates	$	(300)
10% increase in discount rates	$	(2,200)

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 August 30, 2020										Fair Value at May 31, 2020
Assets:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3

Assets held for sale - nonrecurring	$	8,027	$	—	$	—	$	—	$	—	$	2,607
Investment in non-public company	—		—		56,900		—		—		56,900
Total assets	$	8,027	$	—	$	56,900	$	—	$	—	$	59,507
Liabilities:
Interest rate swap contracts	$	—	$	3,154	$	—	$	—	$	3,578	$	—

Total liabilities	$	—	$	3,154	$	—	$	—	$	3,578	$	—

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 three months ended August 30, 2020:


(In thousands)	Windset Investment
Balance as of May 31, 2020	$	56,900
Fair value change	—
Balance as of August 30, 2020	$	56,900

Disaggregation of Revenue

For descriptions of the Company’s product offerings and segments refer to Note 11 – Business Segment Reporting in our annual report on Form 10-K for the year ended May 31, 2020.


(In thousands)	Three Months Ended
Curation Foods:	August 30, 2020		August 25, 2019
Fresh packaged salads and vegetables	$	96,179	$	109,831
Avocado products	17,017		16,200
Technology	643		642
Total	$	113,839	$	126,673


(In thousands)	Three Months Ended
Lifecore:	August 30, 2020		August 25, 2019
Contract development and manufacturing organization	$	16,488	$	11,303
Fermentation	5,316		738

Total	$	21,804	$	12,041

Stock-based Compensation and Stockholders' Equity (Tables)

3 Months Ended

Aug. 30, 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
(In thousands)	August 30, 2020		August 25, 2019
Cost of sales	$	123	$	(26)
Research and development	64		30
Selling, general and administrative	705		524
Total stock-based compensation	$	892	$	528

Diluted Earnings Per Share (Tables)

3 Months Ended

Aug. 30, 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
(In thousands, except per share amounts)	August 30, 2020		August 25, 2019
Numerator:
Net loss applicable to common stockholders	$	(11,000)	$	(4,784)
Denominator:
Weighted average shares for basic net loss per share	29,242		29,139
Effect of dilutive securities:
Stock options and restricted stock units	—		—
Weighted average shares for diluted net loss per share	29,242		29,139

Diluted net loss per share	$	(0.38)	$	(0.16)

Debt (Tables)

3 Months Ended

Aug. 30, 2020

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt, net consists of the following:


(In thousands)	August 30, 2020		May 31, 2020
Term loan	$	106,000	$	114,000
Total principal amount of long-term debt	106,000		114,000
Less: unamortized debt issuance costs	(1,054)		(1,083)
Total long-term debt, net of unamortized debt issuance costs	104,946		112,917
Less: current portion of long-term debt, net	(11,027)		(11,554)
Long-term debt, net	$	93,919	$	101,363

- 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.

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+ Details

Business Segment Reporting (Tables)

3 Months Ended

Aug. 30, 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
(In millions)	August 30, 2020		August 25, 2019
Canada	$	16.5	$	20.7
Belgium	3.9		—
Ireland	0.8		1.4
All Other Countries	1.7		1.7

Schedule of Segment Reporting Information, by Segment

Operations by business segment consisted of the following:


(In thousands)	Curation Foods		Lifecore		Other		Total
Three Months Ended August 30, 2020
Net sales	$	113,839	$	21,804	$	—	$	135,643
Gross profit	11,345		5,002		—		16,347
Net (loss) income	(8,271)		112		(2,841)		(11,000)
Depreciation and amortization	3,410		1,310		28		4,748
Dividend income	281		—		—		281
Interest income	—		—		8		8
Interest expense	1,376		—		1,733		3,109
Income tax (benefit) expense	(2,612)		35		(1,732)		(4,309)
Corporate overhead allocation	1,856		1,403		(3,259)		—











Three Months Ended August 25, 2019
Net sales	$	126,673	$	12,041	$	—	$	138,714
Gross profit	12,822		2,514		—		15,336
Net loss	(2,171)		(1,395)		(1,218)		(4,784)
Depreciation and amortization	3,205		1,185		23		4,413
Dividend income	281		—		—		281
Interest income	20		—		5		25
Interest expense	1,376		—		699		2,075
Income tax benefit	(586)		(465)		(314)		(1,365)
Corporate overhead allocation	1,696		976		(2,672)		—

Restructuring Costs (Tables)

3 Months Ended

Aug. 30, 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 (Loss) Income, by Business Segment:


(in thousands)	Curation Foods		Lifecore		Other		Total
Three Months Ended August 30, 2020
Asset write-off costs, net	$	6,005	$	—	$	—	$	6,005
Employee severance and benefit costs	905		—		—		905
Lease costs	—		—		—		—
Other restructuring costs	847		—		647		1,494
Total restructuring costs	$	7,757	$	—	$	647	$	8,404


	Curation Foods		Lifecore		Other		Total
(in thousands)
Asset write-off costs, net	$	18,667	$	—	$	418	$	19,085
Employee severance and benefit costs	2,373		—		784		3,157
Lease costs	392		—		26		418
Other restructuring costs	1,871		—		1,158		3,029
Total restructuring costs	$	23,303	$	—	$	2,386	$	25,689

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents (Details) - USD ($) $ in Thousands	Aug. 30, 2020	May 31, 2020	Aug. 25, 2019	May 26, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 589	$ 360	$ 1,990	$ 1,080
Restricted cash	193	193	385	385
Cash, cash equivalents and restricted cash	$ 782	$ 553	$ 2,375	$ 1,465

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands	Aug. 30, 2020	May 31, 2020	Aug. 25, 2019	May 26, 2019
Accounting Policies [Abstract]
Restricted cash	$ 193	$ 193	$ 385	$ 385

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Components of Inventories (Details) - USD ($) $ in Thousands	Aug. 30, 2020	May 31, 2020
Accounting Policies [Abstract]
Finished goods	$ 27,635	$ 35,177
Raw materials	25,794	25,856
Work in progress	6,569	5,278
Total	$ 59,998	$ 66,311

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 30, 2020	Aug. 25, 2019	May 31, 2020	Jul. 15, 2014
Windset
Related Party Transaction [Line Items]
Investment ownership percentage	26.90%			26.90%
Windset
Related Party Transaction [Line Items]
Related accounts receivable	$ 0.3		$ 0.5
Cost of sales \| Windset
Related Party Transaction [Line Items]
Revenue from related parties	$ 0.1	$ 0.1

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Debt Issuance Cost (Details) - USD ($) $ in Millions	Aug. 30, 2020	May 31, 2020
Debt Instrument [Line Items]
Current portion	$ 1.0	$ 0.4
Noncurrent portion	0.1	0.6
Prepaid Expenses and Other Current Assets
Debt Instrument [Line Items]
Debt issuance costs	1.0	0.3
Other Assets
Debt Instrument [Line Items]
Debt issuance costs	$ 0.1	$ 0.5

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Components of Other Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 30, 2020	Aug. 25, 2019
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Other comprehensive income, net	$ 304	$ (612)
AOCL
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(2,808)
Other comprehensive loss before reclassifications, net of tax effect	(230)
Amounts reclassified from OCI	534
Other comprehensive income, net	304
Ending balance	$ (2,504)

- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Financial Instruments Additional Information (Details) $ in Millions	3 Months Ended
	Aug. 30, 2020 USD ($)
Accounting Policies [Abstract]
Cash flow hedge expected to be reclassified within twelve months	$ 1.9

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Assets Held For Sale (Details) - USD ($) $ in Thousands	3 Months Ended			15 Months Ended
	Aug. 30, 2020	Feb. 23, 2020	Aug. 25, 2019	Aug. 30, 2020	May 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 171,413			$ 171,413	$ 192,338
Gain on sale of property	11		$ 7
Restructuring costs	8,404		0	$ 25,689
Proceeds from sales of property and equipment	4,855		$ 19
Salad Dressing Plant In Ontario, California
Property, Plant and Equipment [Line Items]
Impairment of assets held for sale		$ 10,900
Property and equipment, net					2,600
Operating and finance lease, current					300
Operating and finance lease, noncurrent					2,900
Gain on sale of property	2,800
Proceeds from sales of property and equipment	4,900
Manufacturing Operations in Hanover, Pennsylvania
Property, Plant and Equipment [Line Items]
Impairment of assets held for sale	8,800
Property and equipment, net					$ 17,200
Asset reclassification from property and equipment to other current assets \| Manufacturing Operations in Hanover, Pennsylvania
Property, Plant and Equipment [Line Items]
Restructuring costs	$ 8,000

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Intangible Assets (Details) - Customer Relationships	3 Months Ended
	Aug. 30, 2020
Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life	11 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life	13 years

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Partial Self-Insurance on Employee Health and Workers Compensation Plans (Details) $ in Millions	3 Months Ended
	Aug. 30, 2020 USD ($)	Nov. 24, 2019 product	Aug. 25, 2019 USD ($)
Accounting Policies [Abstract]
Number of recalled products \| product		5
Business interruption insurance recoveries \| $	$ 0.0		$ 2.4

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value Measurements Additional Information (Details) - USD ($) $ in Thousands	Aug. 30, 2020	May 31, 2020	Jul. 15, 2014
Windset
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment ownership percentage	26.90%		26.90%
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held for sale - nonrecurring	$ 8,027	$ 0

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Significant Unobservable Inputs Used in Discounted Cash Flow Models for Investment (Details) - Windset	3 Months Ended	12 Months Ended
	Aug. 30, 2020	May 31, 2020
Revenue growth rates \| Minimum
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.06	0.06
Revenue growth rates \| Maximum
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.07	0.07
Revenue growth rates \| Weighted Average
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.064	0.064
Expense growth rates \| Minimum
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.06	0.06
Expense growth rates \| Maximum
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.08	0.08
Expense growth rates \| Weighted Average
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.066	0.066
Income tax rates
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.15	0.15
Discount rates
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.12	0.12

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Assumptions for Investment Used in Discounted Cash Flow Models (Details) $ in Thousands	Aug. 30, 2020 USD ($)
Accounting Policies [Abstract]
10% increase in revenue growth rates	$ 1,100
10% increase in expense growth rates	(800)
10% increase in income tax rates	(300)
10% increase in discount rates	$ (2,200)

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands	Aug. 30, 2020	May 31, 2020
Level 1
Assets:
Assets held for sale - nonrecurring	$ 8,027	$ 0
Investment in non-public company	0	0
Total assets	8,027	0
Liabilities:
Interest rate swap contracts	0	0
Total liabilities	0	0
Level 2
Assets:
Assets held for sale - nonrecurring	0	0
Investment in non-public company	0	0
Total assets	0	0
Liabilities:
Interest rate swap contracts	3,154	3,578
Total liabilities	3,154	3,578
Level 3
Assets:
Assets held for sale - nonrecurring	0	2,607
Investment in non-public company	56,900	56,900
Total assets	56,900	59,507
Liabilities:
Interest rate swap contracts	0	0
Total liabilities	$ 0	$ 0

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value Reconciliation of Level 3 (Details) $ in Thousands	3 Months Ended
	Aug. 30, 2020 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance	$ 56,900
Balance	56,900
Windset Investment
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance	56,900
Fair value change	0
Balance	$ 56,900

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 30, 2020	Aug. 25, 2019
Segment Reporting Information [Line Items]
Net sales	$ 135,643	$ 138,714
Curation Foods
Segment Reporting Information [Line Items]
Net sales	113,839	126,673
Curation Foods \| Fresh packaged salads and vegetables
Segment Reporting Information [Line Items]
Net sales	96,179	109,831
Curation Foods \| Avocado products
Segment Reporting Information [Line Items]
Net sales	17,017	16,200
Curation Foods \| Technology
Segment Reporting Information [Line Items]
Net sales	643	642
Lifecore
Segment Reporting Information [Line Items]
Net sales	21,804	12,041
Lifecore \| Contract development and manufacturing organization
Segment Reporting Information [Line Items]
Net sales	16,488	11,303
Lifecore \| Fermentation
Segment Reporting Information [Line Items]
Net sales	$ 5,316	$ 738

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Contract Assets and Liabilities (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 30, 2020	May 31, 2020
Accounting Policies [Abstract]
Contract assets	$ 9.1	$ 9.0
Contract liabilities	0.0	$ 0.0
Revenue recognized included in the contract liability	$ 0.0

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Allowance for Credit Loss Rollforward (Details) $ in Thousands	3 Months Ended
	Aug. 30, 2020 USD ($)
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 438
Provision for expected credit losses	35
Write offs, net of recoveries	(169)
Ending balance	$ 304

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Legal Contingencies Additional Information (Details) $ in Millions		3 Months Ended
	Sep. 02, 2020 USD ($)	Aug. 30, 2020 USD ($) attemptsToUnionize plaintiff	May 31, 2020 USD ($)
Loss Contingencies [Line Items]
Unsuccessful attempts to unionize \| attemptsToUnionize		3
Subsequent Event
Loss Contingencies [Line Items]
Damages sought	$ 10.0
Legal Actions Against Curation Foods \| Curation Foods
Loss Contingencies [Line Items]
Number of individual arbitrations \| plaintiff		100
Pacific Harvest \| Discrimination and Wrongful Termination and Wage and Hour Claims
Loss Contingencies [Line Items]
Reimbursement payable		$ 2.1
Litigation repayment receivable			$ 1.2
Litigation repayment receivable, allowance for credit loss			$ 1.2
Indemnification receivable		$ 1.2

Investment in Non-public Company (Details) - USD ($)			3 Months Ended
Investment in Non-public Company (Details) - USD ($)	Jul. 15, 2014	Feb. 15, 2011	Aug. 30, 2020	Aug. 25, 2019
Dividend income			$ 281,000	$ 281,000
Senior A Preferred Stock
Dividend percentage rate	7.50%
Windset
Investment ownership percentage	26.90%		26.90%
Dividend income			$ 300,000	300,000
Windset \| Other Income
Change in market value of company's investment			0.0	$ 0.0
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
Curation Foods \| Windset \| Junior Preferred Shares
Preferred stock investment, dividends declared			0
Liquidation value of preferred shares			5,100,000
Curation Foods \| Windset \| Senior A Preferred Stock
Liquidation value of preferred shares			$ 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
	Aug. 30, 2020	Jul. 14, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted options (in shares)	551,600
Shares for future issuance (in shares)	4,200,000
Unrecognized compensation expense	$ 5,400,000
Repurchase plan authorized amount (up to)	$ 3,800,000	$ 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)	88,531
Weighted-average period (in years)	1 year 6 months 29 days
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average period (in years)	2 years 6 months 21 days

Stock-based Compensation and Stockholders' Equity - Summary of Stock-based Compensation by Income Statement Line Item (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 30, 2020	Aug. 25, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 892	$ 528
Cost of sales
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	123	(26)
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	64	30
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 705	$ 524

Diluted Earnings Per Share - Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Aug. 30, 2020	Aug. 25, 2019
Numerator:
Consolidated net loss	$ (11,000)	$ (4,784)
Denominator:
Weighted average shares for basic net loss per share (in shares)	29,242	29,139
Effect of dilutive securities:
Stock options and restricted stock units (in shares)	0	0
Weighted average shares for diluted net loss per share (in shares)	29,242	29,139
Diluted net loss per share (in dollars per share)	$ (0.38)	$ (0.16)

- 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.

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- Definition

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

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+ Details

Diluted Earnings Per Share - Narrative (Details) - shares shares in Millions	3 Months Ended
	Aug. 30, 2020	Aug. 25, 2019
Employee Stock Option
Class of Stock [Line Items]
Amount of securities excluded from computation of earnings per share (in shares)	2.2	2.6

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Aug. 30, 2020	Aug. 25, 2019	May 31, 2020
Income Tax Disclosure [Abstract]
Income tax benefit	$ (4,309)	$ (1,365)
Effective tax rate	28.00%	22.00%
Unrecognized tax benefits	$ 900		$ 800
Unrecognized tax benefits that would result in an adjustment to effective tax rate	$ 800		$ 700

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Aug. 30, 2020	May 31, 2020
Debt Instrument [Line Items]
Long-term debt	$ 106,000	$ 114,000
Less: unamortized debt issuance costs	(1,054)	(1,083)
Total long-term debt, net of unamortized debt issuance costs	104,946	112,917
Less: current portion of long-term debt, net	(11,027)	(11,554)
Long-term debt, net	93,919	101,363
Term loan
Debt Instrument [Line Items]
Long-term debt	$ 106,000	$ 114,000

Debt - Narrative (Details)			3 Months Ended
Debt - Narrative (Details)	Jul. 15, 2020	Oct. 25, 2019 USD ($)	Aug. 30, 2020 USD ($)	May 31, 2020 USD ($)	Feb. 23, 2020	Dec. 02, 2019 USD ($)	Nov. 30, 2018 USD ($)	Jun. 25, 2018 USD ($)	Nov. 01, 2016 USD ($)	Sep. 23, 2016 USD ($)
Debt Instrument [Line Items]
Term loan facility			$ 104,946,000	$ 112,917,000
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 \| Maximum
Debt Instrument [Line Items]
Additional commitment amount (up to)		$ 10,000,000.0
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
Seventh Amendment \| Minimum \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate			0.25%
Seventh Amendment \| Minimum \| Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate			1.25%
Seventh Amendment \| Maximum \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate			3.00%
Seventh Amendment \| Maximum \| Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate			4.00%
Eighth Amendment
Debt Instrument [Line Items]
Debt agreement, percentage of EBITDA	20.00%
Eighth Amendment \| Minimum
Debt Instrument [Line Items]
Commitment fee percentage	0.15%
Eighth Amendment \| Minimum \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate	0.75%
Eighth Amendment \| Minimum \| Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate	1.75%
Eighth Amendment \| Maximum
Debt Instrument [Line Items]
Commitment fee percentage	0.55%
Eighth Amendment \| Maximum \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate	3.50%
Eighth Amendment \| Maximum \| Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate	4.50%
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			$ 69,000,000.0
Line of credit facility, interest rate			4.66%

Business Segment Reporting - Narrative (Details)	3 Months Ended
Business Segment Reporting - Narrative (Details)	Aug. 30, 2020 segment brand	Aug. 25, 2019	Jul. 15, 2014
Revenue, Major Customer [Line Items]
Number of operating segments \| segment	3
Number of natural food brands \| brand	4
Windset
Revenue, Major Customer [Line Items]
Investment ownership percentage	26.90%		26.90%
Sales Revenue, Net \| Customer Concentration Risk \| Top Five Customers
Revenue, Major Customer [Line Items]
Concentration risk percentage	51.00%	49.00%
Sales Revenue, Net \| Customer Concentration Risk \| Curation Foods \| Costco
Revenue, Major Customer [Line Items]
Concentration risk percentage	19.00%	14.00%
Sales Revenue, Net \| Customer Concentration Risk \| Curation Foods \| Wal-mart
Revenue, Major Customer [Line Items]
Concentration risk percentage	14.00%	20.00%

Business Segment Reporting - Sales by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 30, 2020	Aug. 25, 2019
Segment Reporting Information [Line Items]
Product sales	$ 135,643	$ 138,714
Canada
Segment Reporting Information [Line Items]
Product sales	16,500	20,700
Belgium
Segment Reporting Information [Line Items]
Product sales	3,900	0
Ireland
Segment Reporting Information [Line Items]
Product sales	800	1,400
All Other Countries
Segment Reporting Information [Line Items]
Product sales	$ 1,700	$ 1,700

- Definition

+ References

+ Details

Business Segment Reporting - Operations by Business Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 30, 2020	Aug. 25, 2019
Segment Reporting Information [Line Items]
Net sales	$ 135,643	$ 138,714
Gross profit	16,347	15,336
Net (loss) income	(11,000)	(4,784)
Depreciation and amortization	4,748	4,413
Dividend income	281	281
Interest income	8	25
Interest expense	3,109	2,075
Income tax (benefit) expense	(4,309)	(1,365)
Corporate overhead allocation	0	0
Curation Foods
Segment Reporting Information [Line Items]
Net sales	113,839	126,673
Gross profit	11,345	12,822
Net (loss) income	(8,271)	(2,171)
Depreciation and amortization	3,410	3,205
Dividend income	281	281
Interest income	0	20
Interest expense	1,376	1,376
Income tax (benefit) expense	(2,612)	(586)
Corporate overhead allocation	1,856	1,696
Lifecore
Segment Reporting Information [Line Items]
Net sales	21,804	12,041
Gross profit	5,002	2,514
Net (loss) income	112	(1,395)
Depreciation and amortization	1,310	1,185
Dividend income	0	0
Interest income	0	0
Interest expense	0	0
Income tax (benefit) expense	35	(465)
Corporate overhead allocation	1,403	976
Other
Segment Reporting Information [Line Items]
Net sales	0	0
Gross profit	0	0
Net (loss) income	(2,841)	(1,218)
Depreciation and amortization	28	23
Dividend income	0	0
Interest income	8	5
Interest expense	1,733	699
Income tax (benefit) expense	(1,732)	(314)
Corporate overhead allocation	$ (3,259)	$ (2,672)

Restructuring Costs - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 30, 2020	Feb. 23, 2020	Aug. 25, 2019
Restructuring Cost and Reserve [Line Items]
Proceeds from sales of property and equipment	$ 4,855		$ 19
Gain on sale of property	11		$ 7
Expected restructuring costs	27,000
Salad Dressing Plant In Ontario, California
Restructuring Cost and Reserve [Line Items]
Proceeds from sales of property and equipment	4,900
Gain on sale of property	2,800
Impairment of assets held for sale		$ 10,900
Manufacturing Operations in Hanover, Pennsylvania
Restructuring Cost and Reserve [Line Items]
Impairment of assets held for sale	$ 8,800

Restructuring Costs - Schedule of Restructuring Related Activities (Details) - USD ($) $ in Thousands	3 Months Ended		15 Months Ended
	Aug. 30, 2020	Aug. 25, 2019	Aug. 30, 2020
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 8,404	$ 0	$ 25,689
Asset write-off costs, net
Restructuring Cost and Reserve [Line Items]
Restructuring costs	6,005		19,085
Employee severance and benefit costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	905		3,157
Lease costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		418
Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	1,494		3,029
Curation Foods
Restructuring Cost and Reserve [Line Items]
Restructuring costs	7,757		23,303
Curation Foods \| Asset write-off costs, net
Restructuring Cost and Reserve [Line Items]
Restructuring costs	6,005		18,667
Curation Foods \| Employee severance and benefit costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	905		2,373
Curation Foods \| Lease costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		392
Curation Foods \| Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	847		1,871
Lifecore
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		0
Lifecore \| Asset write-off costs, net
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	647		2,386
Other \| Asset write-off costs, net
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		418
Other \| Employee severance and benefit costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		784
Other \| Lease costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		26
Other \| Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 647		$ 1,158

Subsequent Events (Details) $ in Millions	Sep. 04, 2020 USD ($)
Subsequent Event \| Manufacturing Operations in Hanover, Pennsylvania
Proceeds from sale of property held-for-sale	$ 8.0