0001005286-21-000029 | 10-Q | XBRL Viewer

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Cover Page - shares	9 Months Ended
Cover Page - shares	Feb. 28, 2021	Apr. 06, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Feb. 28, 2021
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 Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		29,332,832
Entity Central Index Key	0001005286
Current Fiscal Year End Date	--05-30
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Feb. 28, 2021	May 31, 2020
Current Assets:
Cash and cash equivalents	$ 2,248	$ 360
Accounts receivable, less allowance for credit losses	69,577	76,206
Inventories	76,779	66,311
Prepaid expenses and other current assets	14,323	14,230
Total Current Assets	162,927	157,107
Investment in non-public company, fair value	45,100	56,900
Property and equipment, net	168,693	192,338
Operating leases	23,528	25,321
Goodwill	69,386	69,386
Trademarks/tradenames, net	25,328	25,328
Customer relationships, net	11,288	12,777
Other assets	3,573	2,156
Total Assets	509,823	541,313
Current Liabilities:
Accounts payable	56,323	51,647
Accrued compensation	11,218	9,034
Other accrued liabilities	11,186	9,978
Current portion of lease liabilities	4,027	4,423
Deferred revenue	1,595	352
Line of credit	41,000	77,400
Current portion of long-term debt, net	0	11,554
Total Current Liabilities	125,349	164,388
Long-term debt, net	145,051	101,363
Long-term lease liabilities	24,430	26,378
Deferred taxes, net	6,608	13,588
Other non-current liabilities	3,761	4,552
Total Liabilities	305,199	310,269
Stockholders’ Equity:
Common stock, $0.001 par value; 50,000 shares authorized; 29,323 and 29,224 shares issued and outstanding at February 28, 2021 and May 31, 2020, respectively	29	29
Additional paid-in capital	164,865	162,578
Retained earnings	41,446	71,245
Accumulated other comprehensive loss	(1,716)	(2,808)
Total Stockholders’ Equity	204,624	231,044
Total Liabilities and Stockholders’ Equity	$ 509,823	$ 541,313

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Feb. 28, 2021	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)	50,000,000,000	50,000,000,000
Common stock, shares issued (in shares)	29,323,000	29,224,000
Common stock, shares outstanding (in shares)	29,323,000	29,224,000

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2021	Feb. 23, 2020	Feb. 28, 2021	Feb. 23, 2020
Income Statement [Abstract]
Product sales	$ 137,782	$ 152,928	$ 404,328	$ 434,235
Cost of product sales	118,093	132,881	347,657	383,338
Gross profit	19,689	20,047	56,671	50,897
Operating costs and expenses:
Research and development	2,562	2,747	7,643	8,390
Selling, general and administrative	15,220	18,783	49,227	54,000
Legal settlement charge	0	0	1,763	0
Restructuring costs	2,700	13,528	12,766	13,934
Total operating costs and expenses	20,482	35,058	71,399	76,324
Operating loss	(793)	(15,011)	(14,728)	(25,427)
Dividend income	281	281	844	843
Interest income	13	46	31	96
Interest expense, net	(4,178)	(2,211)	(10,326)	(6,455)
Loss on debt refinancing	(1,110)	0	(1,110)	0
Other income (expense), net	72	67	(11,736)	61
Net loss before tax	(5,715)	(16,828)	(37,025)	(30,882)
Income tax benefit	217	5,310	7,226	7,840
Net loss	$ (5,498)	$ (11,518)	$ (29,799)	$ (23,042)
Net loss per common share:
Net loss per common share - basic (in dollars per share)	$ (0.19)	$ (0.39)	$ (1.02)	$ (0.79)
Net loss per common share - diluted (in dollars per share)	$ (0.19)	$ (0.39)	$ (1.02)	$ (0.79)
Net loss per common share:
Basic (in shares)	29,323	29,170	29,282	29,155
Diluted (in shares)	29,323	29,170	29,282	29,155
Other comprehensive income (loss), net of tax:
Net unrealized gain (loss) on interest rate swaps (net of tax effect of $(99), $124, $(327), and $305)	$ 387	$ (411)	$ 1,092	$ (896)
Other comprehensive income (loss), net of tax	387	(411)	1,092	(896)
Total comprehensive loss	$ (5,111)	$ (11,929)	$ (28,707)	$ (23,938)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2021	Feb. 23, 2020	Feb. 28, 2021	Feb. 23, 2020
Income Statement [Abstract]
Revenue from Contract with Customer, Product and Service [Extensible List]	us-gaap:ProductMember	us-gaap:ProductMember	us-gaap:ProductMember	us-gaap:ProductMember
Cost, Product and Service [Extensible List]	us-gaap:ProductMember	us-gaap:ProductMember	us-gaap:ProductMember	us-gaap:ProductMember
Change in net unrealized gains (losses) on interest rate swap, tax	$ (99)	$ 124	$ (327)	$ 305

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
Balance (in shares) at May. 26, 2019			29,102
Balance at beginning at May. 26, 2019	$ 270,144	$ (274)	$ 29	$ 160,341	$ 109,710	$ (274)	$ 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 ending at Aug. 25, 2019	264,947		$ 29	160,814	104,652		(548)
Balance (in shares) at May. 26, 2019			29,102
Balance at beginning at May. 26, 2019	270,144	$ (274)	$ 29	160,341	109,710	$ (274)	64
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(23,042)
Other comprehensive income, net of tax	(896)
Balance (in shares) at Feb. 23, 2020			29,182
Balance at ending at Feb. 23, 2020	247,668		$ 29	162,077	86,394		(832)
Balance (in shares) at Aug. 25, 2019			29,146
Balance at beginning at Aug. 25, 2019	264,947		$ 29	160,814	104,652		(548)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under stock plans (in shares)			17
Issuance of stock under stock plans	30			30
Taxes paid by Company for employee stock plans	(75)			(75)
Stock-based compensation	787			787
Net loss	(6,740)				(6,740)
Other comprehensive income, net of tax	127						127
Balance (in shares) at Nov. 24, 2019			29,163
Balance at ending at Nov. 24, 2019	259,076		$ 29	161,556	97,912		(421)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under stock plans (in shares)			19
Issuance of stock under stock plans	0
Taxes paid by Company for employee stock plans	(45)			(45)
Stock-based compensation	566			566
Net loss	(11,518)				(11,518)
Other comprehensive income, net of tax	(411)						(411)
Balance (in shares) at Feb. 23, 2020			29,182
Balance at ending at Feb. 23, 2020	247,668		$ 29	162,077	86,394		(832)
Balance (in shares) at May. 31, 2020			29,224
Balance at beginning 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 ending at Aug. 30, 2020	221,158		$ 29	163,388	60,245		(2,504)
Balance (in shares) at May. 31, 2020			29,224
Balance at beginning at May. 31, 2020	231,044		$ 29	162,578	71,245		(2,808)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(29,799)
Other comprehensive income, net of tax	1,092
Balance (in shares) at Feb. 28, 2021			29,323
Balance at ending at Feb. 28, 2021	204,624		$ 29	164,865	41,446		(1,716)
Balance (in shares) at Aug. 30, 2020			29,242
Balance at beginning at Aug. 30, 2020	221,158		$ 29	163,388	60,245		(2,504)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under stock plans (in shares)			81
Issuance of stock under stock plans	0
Taxes paid by Company for employee stock plans	(215)			(215)
Stock-based compensation	895			895
Net loss	(13,301)				(13,301)
Other comprehensive income, net of tax	401						401
Balance (in shares) at Nov. 29, 2020			29,323
Balance at ending at Nov. 29, 2020	208,938		$ 29	164,068	46,944		(2,103)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	797			797
Net loss	(5,498)				(5,498)
Other comprehensive income, net of tax	387						387
Balance (in shares) at Feb. 28, 2021			29,323
Balance at ending at Feb. 28, 2021	$ 204,624		$ 29	$ 164,865	$ 41,446		$ (1,716)

- 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

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Feb. 28, 2021	Feb. 23, 2020
Cash flows from operating activities:
Net (loss) income	$ (29,799)	$ (23,042)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, amortization of intangibles, debt costs, and right-of-use assets	14,808	13,800
Loss on debt refinancing	1,110	0
Stock-based compensation expense	2,584	1,881
Provision (benefit) for expected credit losses	451	(225)
Deferred taxes	(7,307)	(7,881)
Change in investment in non-public company, fair value	11,800	(200)
Net loss on disposal of property and equipment held and used	39	135
Loss on disposal of property and equipment related to restructuring, net	7,881	11,518
Other, net	(12)	139
Pacific Harvest note receivable reserve	0	1,202
Change in contingent consideration liability	0	(500)
Changes in current assets and current liabilities:
Accounts receivable, net	6,178	27
Inventories	(10,468)	(12,927)
Prepaid expenses and other current assets	350	551
Accounts payable	6,372	11,791
Accrued compensation	2,184	(2,230)
Other accrued liabilities	3,186	1,504
Deferred revenue	1,243	119
Net cash provided by (used in) operating activities	10,600	(4,338)
Cash flows from investing activities:
Proceeds from sales of property and equipment	12,885	2,432
Purchases of property and equipment	(11,383)	(22,118)
Proceeds from collections of notes receivable	0	364
Net cash provided by (used in) investing activities	1,502	(19,322)
Cash flows from financing activities:
Proceeds from long term debt	150,000	27,500
Payments on lines of credit	(119,400)	(77,900)
Payments on long-term debt	(114,095)	(8,094)
Proceeds from lines of credit	83,000	84,400
Payments for debt issuance costs	(9,615)	(766)
Taxes paid by Company for employee stock plans	(297)	(175)
Proceeds from sale of common stock	0	30
Net cash (used in) provided by financing activities	(10,407)	24,995
Net increase in cash and cash equivalents	1,695	1,335
Cash and cash equivalents, beginning of period	553	1,465
Cash and cash equivalents, end of period	2,248	2,800
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment on trade vendor credit	$ 1,124	$ 1,793

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

9 Months Ended

Feb. 28, 2021

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 February 28, 2021, 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 nine months ended February 28, 2021 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; allowance for sales returns and credit losses; 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 as presented on the Statements of Cash Flows

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


(In thousands)	February 28, 2021		May 31, 2020		February 23, 2020		May 26, 2019
Cash and cash equivalents	$	2,248	$	360	$	2,607	$	1,080
Restricted cash	—		193		193		385

Cash, cash equivalents and restricted cash	$	2,248	$	553	$2,800		$	1,465

The Company was required to maintain $0.0 million and $0.2 million of restricted cash at February 28, 2021 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)	February 28, 2021		May 31, 2020
Finished goods	$	41,533	$	35,177
Raw materials	26,855		25,856
Work in progress	8,391		5,278
Total	$	76,779	$	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, 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		Provisions for expected credit losses		Write offs, net of recoveries		Balance at end of period
Nine months ended February 28, 2021	$	438	$	451	$	(607)	$	282

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 a 26.9% ownership interest. During the three months ended February 28, 2021 and February 23, 2020, the Company recognized revenues of $0.2 million and $0.2 million, respectively. During the nine months ended February 28, 2021 and February 23, 2020, the Company recognized revenues of $0.4 million and $0.4 million, respectively. These amounts have been included in Product sales in the accompanying Consolidated Statements of Comprehensive (Loss) Income. The related receivable balances of $0.2 million and $0.5 million are included in Accounts receivable in the accompanying Consolidated Balance Sheets as of February 28, 2021 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, $0.6 million and $2.3 million were recorded as Prepaid expenses and other current assets, and Other assets in the accompanying Consolidated Balance Sheets, respectively, as of February 28, 2021, 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, $1.3 million and $5.0 million were recorded as Current portion of long-term debt, and Long-term debt, net in the accompanying Consolidated Balance Sheets, respectively, as of February 28, 2021 and $0.4 million and $0.6 million, respectively, as of May 31, 2020. See Note 6 - Debt for additional disclosure related to our debt refinancing that closed on December 31, 2020 and the related impact on debt issuance costs.

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 Statements of Comprehensive (Loss) Income 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.

During the third quarter of fiscal year 2021, the Company discontinued their hedge accounting prospectively since it was determined that the derivatives are no longer highly effective in offsetting changes in the net investment. The derivatives continue to be carried at fair value in the accompanying Consolidated Balance Sheets with changes in their fair values from the date of discontinued hedge accounting recognized in current period earnings in Other Income (Expense) in the Consolidated Statements of Comprehensive (Loss) Income. Amounts previously accumulated in AOCL during the period of effectiveness will continue to be realized over the remaining term of the underlying forecasted debt payments as a component of AOCL in Stockholders’ Equity.

Accumulated Other Comprehensive Loss

Comprehensive income (loss) consists of two components, net loss and Other comprehensive income (loss) (“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. The Company’s OCI consists of net deferred gains and losses on its interest rate swap derivative instrument. 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	(344)
Amounts reclassified from OCI	1,436
Other comprehensive income, net	$	1,092
Balance as of February 28, 2021	$	(1,716)

The Company expects to reclassify approximately $1.4 million into earnings in the next 12 months.

Investment in Non-Public Company

On February 15, 2011, the Company made its initial investment in Windset which is reported as an Investment in non-public company, fair value, in the accompanying Consolidated Balance Sheets as of February 28, 2021 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 nine months ended February 28, 2021, 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 recognized an $8.8 million impairment loss, which is included in Restructuring costs within the Consolidated Statements of Comprehensive (Loss) Income. During the second 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.

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 February 28, 2021 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 February 28, 2021 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 $0.0 million and $2.6 million as of February 28, 2021 and May 31, 2020, respectively. 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 and nine months ended February 28, 2021, 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:


	February 28, 2021 Range (Weighted Average)	May 31, 2020 Range (Weighted Average)
Revenue growth rates	7% (6.9)%	6% to 7% (6.4)%
Expense growth rates	0% to 8% (5.5)%	6% to 8% (6.6)%

Discount rates	10%	12%

The revenue and expense growth 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 February 28, 2021
10% increase in revenue growth rates	$	6,000
10% increase in expense growth rates	$	(3,200)

10% increase in discount rates	$	(1,300)

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

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


(In thousands)	Fair Value at February 28, 2021						Fair Value at May 31, 2020
Assets:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3

Assets held for sale - nonrecurring	$	—	$	—	$	—	$	—	$	—	$	2,607
Investment in non-public company	—		—		45,100		—		—		56,900
Total assets	$	—	$	—	$	45,100	$	—	$	—	$	59,507
Liabilities:
Interest rate swap contracts	$	—	$	2,174	$	—	$	—	$	3,578	$	—

Total liabilities	$	—	$	2,174	$	—	$	—	$	3,578	$	—

The following table reflects the fair value roll forward reconciliation of Level 3 assets and liabilities measured at fair value for the nine months ended February 28, 2021:


(In thousands)	Windset Investment
Balance as of May 31, 2020	$	56,900
Fair value change	(11,800)
Balance as of February 28, 2021	$	45,100

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 or as the Company satisfies its performance obligations under a contract and control of the product is transferred to the customer.

Curation Foods

Curation Foods’ standard terms of sale are generally included in its contracts and purchase orders. Revenue is recognized at the time shipment is made or upon delivery as control of the product is transferred to the customer. Shipping and other transportation costs charged to customers are recorded in both revenue and cost of goods sold. Curation Foods’ has elected to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. Curation Foods’ 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 Curation Foods’ performance obligations. Curation Foods’ 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 has not historically had and does not anticipate significant changes in its estimates for variable consideration.

Lifecore

Lifecore generates revenue from two integrated activities: Contract development and manufacturing organization ("CDMO") and Fermentation. CDMO is comprised of aseptic and development services. Lifecore’s standard terms of sale are generally included in its contracts and purchase orders. Shipping and other transportation costs charged to customers are recorded in both revenue and cost of goods sold. Lifecore has elected to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. Lifecore’s standard payment terms with its customers generally range from 30 days to 60 days.

Aseptic

Lifecore provides aseptic formulation and filling of syringes and vials with precisely formulated medical grade HA and non-HA materials for injectable products used for medical purposes. In instances where our customers contract with us to aseptically fill syringes or vials with our HA, the goods are not distinct in the context of the contract. Lifecore recognizes revenue for these products at the point in time when legal title to the product is transferred to the customer, which is at the time that shipment is made or upon delivery of the product.

Development Services

Lifecore provides product development services to assist its customers in obtaining regulatory approval for the commercial sale of their drug product. These services include activities such as technology development, material component changes, analytical method development, formulation development, pilot studies, stability studies, process validation and production of materials for use within clinical studies. The Company’s customers benefit from the expertise of its scientists who have extensive experience performing such tasks.

Each of the promised goods and services are not distinct in the context of the contract as the goods and services are highly interdependent and interrelated. The services described above are significantly affected by each other because Lifecore would not be able to fulfill its promise by transferring each of the goods or services independently.

Revenues generated from development services arrangements are recognized over time as Lifecore is creating an asset without an alternate use as it is unique to the customer. Furthermore, the Company has an enforceable right to payment for the performance completed to date for its costs incurred in satisfying the performance obligation plus a reasonable profit margin. For each of the development activities performed by Lifecore as described above, labor is the primary input (i.e., labor costs represent the majority of the costs incurred in the completion of the services). The Company determined that labor hours are the best measure of progress as it most accurately depicts the effort extended to satisfy the performance obligation over time.

Fermentation

Lifecore manufactures and sells pharmaceutical-grade sodium hyaluronate (“HA”) in bulk form to its customers. The HA produced is distinct as customers are able to utilize the product provided under HA supply contracts when they obtain control. Lifecore recognizes revenue for these products at the point in time when legal title to the product is transferred to the customer, which is at the time that shipment is made or upon delivery of the product to our customer.

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


(In thousands)	Three Months Ended				Nine Months Ended
Curation Foods:	February 28, 2021		February 23, 2020		February 28, 2021		February 23, 2020
Fresh packaged salads and vegetables	$	94,739	$	110,884	$	283,341	$	325,628
Avocado products	15,378		14,517		47,107		44,738
Technology	440		2,081		1,632		3,540
Total	$	110,557	$	127,482	$	332,080	$	373,906


(In thousands)	Three Months Ended				Nine Months Ended
Lifecore:	February 28, 2021		February 23, 2020		February 28, 2021		February 23, 2020
Contact development and manufacturing organization	$	18,628	$	14,004	$	53,374	$	43,118
Fermentation	8,597		11,442		18,874		17,211

Total	$	27,225	$	25,446	$	72,248	$	60,329

Contract Assets and Liabilities

Contract assets primarily relate to the Company’s conditional right to consideration for work completed but not billed at the reporting date. The Company’s contract assets as of February 28, 2021 and May 31, 2020, were $10.6 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 February 28, 2021 and May 31, 2020, were $1.1 million and $0.0 million, respectively. Revenue recognized during the three and nine months ended February 28, 2021, 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. As part of the settlement agreement, Pacific Harvest agreed to pay the Company one half of the required settlement payments. 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 February 28, 2021, 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 million in damages, including delivery of shares of his stock held in escrow for the indemnification claims described above. On November 3, 2020, the Company filed an answer and cross-complaint against the Plaintiff and other parties for fraud, indemnification, and other claims, and seeking no less than $80 million in damages.

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 its effect, if any, on its financial statements. Separately, there are indemnification provisions in the purchase agreement that may allow the Company to recover costs for fraud or breach of the purchase agreement from the seller.

During the third quarter of fiscal year 2021 the Company reached a resolution with its insurance carrier that resulted in a recovery of approximately $1.6 million which is recorded as a reduction of selling, general and administrative in the Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended February 28, 2021. Absent further material developments in the investigation, the Company does not expect additional material recovery from the insurance carrier.

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, and the Company’s former CFO Gregory Skinner (collectively, the “Landec Parties”), and other defendants in Santa Barbara County Superior Court, entitled Pacific Harvest, Inc., et al. v. Curation Foods, Inc., et al. (No. 20CV00920). The case was brought by Pacific Harvest, Inc. (“Pacific”) and Rancho Harvest, Inc. (“Rancho”), two related companies that have provided labor and employee staffing services to Curation Foods. Among other things, Pacific and Rancho allege that Curation Foods wrongfully decreased its use of Pacific’s staffing services and misappropriated Pacific’s trade secrets when Curation Foods increased its use of another staffing company and transitioned Pacific’s employees to the other staffing company. Pacific and Rancho also allege that Curation Foods breached agreements between the parties related to a loan from Curation Foods, on which Pacific and Rancho have ceased making payments. Pacific Harvest and Rancho 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 have not yet responded to the complaint, and the parties have filed stipulations to continue the time for allowing Pacific and Rancho to file an amended complaint. Subsequent to the third quarter of fiscal year 2021, on March 15, 2021, the Company executed a settlement agreement related to this matter. The loss contingency of approximately $1.8 million that was realized is after considering the total settlement amount and insurance recoveries, and this amount is included in Legal settlement charge in the Consolidated Statements of Comprehensive (Loss) Income for the nine months ended February 28, 2021, and is consistent with the estimated amounts recorded during the second quarter of fiscal 2021. The Company expects that the final settlement amount will be paid to the plaintiffs by Curation Foods (and separately by its co-defendants and insurers) by April 14, 2021. Pursuant to the settlement agreement, the plaintiffs are expected to request that the case be dismissed within five days of receiving the payment.

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 February 28, 2021 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	9 Months Ended
Investment in Non-public Company	Feb. 28, 2021
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 and 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 February 28, 2021 and February 23, 2020, the Company recorded $0.3 million and $0.3 million, respectively, in dividend income. During the nine months ended February 28, 2021 and February 23, 2020, the Company recorded $0.8 million and $0.8 million, respectively, in dividend income. The change in the fair market value of the Company’s investment in Windset for the three months ended February 28, 2021 and February 23, 2020, was $0.0 million and $0.0 million, respectively. The change in the fair market value of the Company’s investment in Windset for the nine months ended February 28, 2021 and February 23, 2020, was a decrease of $11.8 million and an increase of $0.2 million, respectively, and is included in Other income (expense) in the accompanying Consolidated Statements of Comprehensive (Loss) Income. The change in the fair market value of the Company's investment in Windset for the nine months ended February 28, 2021 was primarily due to changes in the financial assumptions relating to EBITDA, non-productive assets, and debt levels.

Stock-based Compensation and Stockholders' Equity

9 Months Ended

Feb. 28, 2021

Share-based Payment Arrangement [Abstract]

Stock-based Compensation and Stockholders' Equity

Stock-Based Compensation Activity

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

During the three months ended February 28, 2021, the Company granted 100,000 options to purchase shares of common stock and awarded 17,500 RSUs. During the nine months ended February 28, 2021, the Company granted 672,600 options to purchase shares of common stock and awarded 188,225 RSUs.

As of February 28, 2021, the Company has reserved 4.1 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 date and is recognized over the required service period, generally the vesting period.

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


	Three Months Ended				Nine Months Ended
(In thousands)	February 28, 2021		February 23, 2020		February 28, 2021		February 23, 2020
Cost of sales	$	107	$	(14)	$	289	$	42
Research and development	49		10		175		88
Selling, general and administrative	641		570		2,120		1,751
Total stock-based compensation	$	797	$	566	$	2,584	$	1,881

As of February 28, 2021, there was $4.1 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 2.24 years for stock options and 1.56 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 nine months ended February 28, 2021, the Company did not purchase any shares on the open market.

Diluted Earnings Per Share

9 Months Ended

Feb. 28, 2021

Earnings Per Share [Abstract]

Diluted Earnings Per Share

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


	Three Months Ended				Nine Months Ended
(In thousands, except per share amounts)	February 28, 2021		February 23, 2020		February 28, 2021		February 23, 2020
Numerator:
Net loss applicable to Common Stockholders	$	(5,498)	$	(11,518)	$	(29,799)	$	(23,042)

Denominator:
Weighted average shares for basic net loss per share	29,323		29,170		29,282		29,155
Effect of dilutive securities:
Stock options and restricted stock units	—		—		—		—
Weighted average shares for diluted net loss per share	29,323		29,170		29,282		29,155

Diluted net loss per share	$	(0.19)	$	(0.39)	$	(1.02)	$	(0.79)

Due to the Company’s net loss for the three and nine months ended February 28, 2021 and February 23, 2020, the net loss per share includes only weighted average shares outstanding. For the three and nine months ended February 28, 2021, the computation of the diluted net loss per share excludes the impact of options to purchase 2.4 million and 2.2 million shares of common stock, respectively, as such impacts would be antidilutive for these periods. For the three and nine months ended February 23, 2020, the computation of the diluted net loss per share excludes the impact of options to purchase 1.8 million and 2.2 million shares of common stock, respectively, as such impacts would be antidilutive for these periods.

Income Taxes	9 Months Ended
Income Taxes	Feb. 28, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The provision for income taxes for the nine months ended February 28, 2021 and February 23, 2020, was a benefit of $7.2 million and $7.8 million, respectively. The effective tax rate for the nine months ended February 28, 2021 and February 23, 2020 was 19.5% and 25%, respectively. The effective tax rate for the nine months ended February 28, 2021, was lower than the statutory federal income tax rate of 21% due to the income tax benefit on the increased forecasted losses, the generation of federal & state R&D credits and impact of states taxes, partially offset by the movement of the valuation allowance recorded against certain deferred tax assets. As of February 28, 2021 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 February 28, 2021 and May 31, 2020, is $0.9 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 related to the income tax on the unrecognized tax benefits as of February 28, 2021 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

9 Months Ended

Feb. 28, 2021

Debt Disclosure [Abstract]

Debt

Long-term debt, net consists of the following:


(In thousands)	February 28, 2021		May 31, 2020
Term loan	$	150,000	$	114,000
Total principal amount of long-term debt	150,000		114,000
Less: unamortized debt issuance costs	(4,949)		(1,083)
Total long-term debt, net of unamortized debt issuance costs	145,051		112,917
Less: current portion of long-term debt, net	—		(11,554)
Long-term debt, net	$	145,051	$	101,363

On September 23, 2016, the Company entered into a Credit Agreement (the "Credit Agreement") with JPMorgan, BMO Harris Bank N.A. ("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 October 25, 2019, the Company entered into the Sixth Amendment to the Credit Agreement, which among other things, increased the Term Loan to $120.0 million.

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, 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.

Both the Revolver and the Term Loan were scheduled to 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 contained customary financial covenants and events of default under which the obligation could be accelerated and/or the interest rate increased.

On December 31, 2020, the Company refinanced its existing Term Loan and Revolver by entering into two separate Credit Agreements (the "New Credit Agreements") with BMO and Goldman Sachs Specialty Lending Group, L.P. (“Goldman”) and Guggenheim Credit Services, LLC ("Guggenheim"), as lenders (collectively, the “Refinance Lenders”). Pursuant to the credit agreement related to the revolving credit facility, BMO has provided the Company, Curation Foods and Lifecore, as co-borrowers, with an up to $75.0 million revolving line of credit (the “Refinance Revolver”) and serves as administrative agent of the Refinance Revolver. Pursuant to the credit agreement related to the term loan, Goldman and Guggenheim have provided the Company, Curation Foods and Lifecore, as co-borrowers, with an up to $170.0 million term loan facility (split equally between Goldman and Guggenheim) (the “Refinance Term Loan”) and Goldman will serve as administrative agent of the Refinance Term Loan. The Refinance Revolver and Refinance Term Loan are guaranteed, and secured by, substantially all of the Company’s and the Company's direct and indirect subsidiaries' assets.

The Refinance Term Loan matures on December 31, 2025. The Refinance Revolver matures on December 31, 2025 or, if the Refinance Term Loan remains outstanding on such date, ninety (90) days prior to the maturity date of the Refinance Term Loan (on October 2, 2025).

The Refinance Term Loan provides for principal payments by the Company of 5% per annum, payable quarterly in arrears in equal installments, commencing on March 30, 2023, with the remainder due at maturity.

Interest on the Refinance Revolver is based upon the Company’s average availability, at a per annum rate of either (i) LIBOR rate plus a spread of between 2.00% and 2.50% or (ii) base rate plus a spread of between 1.00% and 1.50%, plus a commitment fee, as applicable, of 0.375%. Interest on the Refinance Term Loan is at a per annum rate based on either (i) the base rate plus a spread of 7.50% or (ii) the LIBOR rate plus a spread of 8.50%.

The New Credit Agreements provide the Company the right to increase the revolver commitments under the Refinance Revolver, subject to the satisfaction of certain conditions (including consent from BMO), by obtaining additional commitments from either BMO or another lending institution at an amount of up to $15.0 million.

The New Credit Agreements contains customary financial covenants and events of default under which the obligations thereunder could be accelerated and/or the interest rate increased in specified circumstances.

In connection with the New Credit Agreements, the Company incurred debt issuance costs from the lender and third-parties of $9.3 million.

Concurrent with the close of the New Credit Agreements, the Company repaid all outstanding borrowings under the current Credit Agreement, and terminated the Credit Agreement. In connection with the repayment of borrowings under the Credit Agreement, the Company recognized a loss in its third quarter of fiscal year 2021 of $1.1 million, as a result of the non-cash write-off of unamortized debt issuance costs related to the refinancing under the New Credit Agreements.

As of February 28, 2021, $41.0 million was outstanding on the Refinance Revolver, at an interest rate of 2.75%. As of February 28, 2021, the Refinance Term Loan had an interest rate of 9.5%. As of February 28, 2021, the Company was in compliance with all financial covenants and had no events of default under the New Credit Agreements.

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 had the effect of changing the Company’s previous 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 had the effect on our previous debt 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 had the effect on our previous debt 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

9 Months Ended

Feb. 28, 2021

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 segment includes (i) four natural food brands, including activities to market and pack specialty packaged whole and fresh-cut fruits and vegetables under the Eat Smart or various private labels, sale of premium olive oil and vinegars under the O Olive Oil & Vinegar label, and the sale of avocado products under the Yucatan Foods and Cabo Fresh labels, (ii) BreatheWay® activities, and (iii) activity related to our 26.9% investment in Windset.

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 (which includes costs associated with legal claims, including the Tanok compliance matters and related litigation, and Pacific and Rancho litigation matter), 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 located 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				Nine Months Ended
(In millions)	February 28, 2021		February 23, 2020		February 28, 2021		February 23, 2020
Canada	$	14.8	$	19.6	$	45.6	$	58.8
Belgium	6.0		9.3		12.6		12.4
Czech Republic	0.8		2.1		2.5		2.1
Switzerland	1.6		0.3		2.4		1.6
United Kingdom	1.2		0.2		2.4		0.7
Ireland	0.3		—		1.5		1.9
All Other Countries	1.8		0.1		2.7		1.0

Operations by business segment consisted of the following:


(In thousands)	Curation Foods		Lifecore		Other		Total
Three Months Ended February 28, 2021
Net sales	$	110,557	$	27,225	$	—	$	137,782
Gross profit	8,128		11,561		—		19,689
Net (loss) income	(5,615)		5,104		(4,987)		(5,498)
Depreciation and amortization	2,994		1,385		22		4,401
Dividend income	281		—		—		281
Interest income	—		—		13		13
Interest expense	1,375		—		2,803		4,178
Income tax (benefit) expense	(1,773)		1,612		(56)		(217)
Corporate overhead allocation	1,275		1,102		(2,377)		—

Nine Months Ended February 28, 2021
Net sales	$	332,080	$	72,248	$	—	$	404,328
Gross profit	29,635		27,036		—		56,671
Net (loss) income	(26,268)		9,708		(13,239)		(29,799)
Depreciation and amortization	9,310		4,055		76		13,441
Dividend income	844		—		—		844
Interest income	—		—		31		31
Interest expense	4,127		—		6,199		10,326
Income tax (benefit) expense	(8,296)		3,066		(1,996)		(7,226)
Corporate overhead allocation	4,533		3,668		(8,201)		—

Three Months Ended February 23, 2020
Net sales	$	127,482	$	25,446	$	—	$	152,928
Gross profit	9,162		10,885		—		20,047
Net (loss) income	(12,636)		4,910		(3,792)		(11,518)
Depreciation and amortization	3,356		1,272		22		4,650
Dividend income	281		—		—		281
Interest income	—		—		46		46
Interest expense	1,376		—		835		2,211
Income tax (benefit) expense	(4,901)		1,467		(1,876)		(5,310)
Corporate overhead allocation	1,401		1,043		(2,444)		—

Nine Months Ended February 23, 2020
Net sales	$	373,906	$	60,329	$	—	$	434,235
Gross profit	28,874		22,023		—		50,897
Net (loss) income	(23,154)		6,974		(6,862)		(23,042)
Depreciation and amortization	9,704		3,705		69		13,478
Dividend income	843		—		—		843
Interest income	31		—		65		96
Interest expense	4,128		—		2,327		6,455
Income tax (benefit) expense	(7,210)		1,920		(2,550)		(7,840)
Corporate overhead allocation	4,510		2,979		(7,489)		—

During the nine months ended February 28, 2021 and February 23, 2020, sales to the Company’s top five customers accounted for 50% and 44% of sales, respectively. The Company’s top two customers, Walmart Stores, Inc. and Costco Wholesale Corporation, from the Curation Foods segment, accounted for 16% and 15%, respectively, of revenues for the nine months ended February 28, 2021, and 18% and 15%, respectively, for the nine months ended February 23, 2020.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 2: 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 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Restructuring Costs

9 Months Ended

Feb. 28, 2021

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.

Asset write-off costs

Asset write-off costs are costs related to impairment or disposal of property and equipment as part of the Company's 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. These costs are 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 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.

In the first quarter of fiscal year 2021, the Company recognized an $8.8 million impairment loss related to its Hanover building and related assets which were sold in the second quarter of fiscal year 2021.

In the third quarter of fiscal year 2021, the Company recognized a $1.9 million impairment loss related to BreatheWay equipment as a result of a strategic shift in our BreatheWay business model driven by our restructuring plan.

Employee severance and benefit costs

Employee severance and benefit costs are costs incurred as a result of reduction-in-force driven by our restructuring plan and closure of offices and facilities. These costs were driven primarily by the closure of our San Rafael, California office, Santa Clara, California office, Los Angeles, California office, and the sale of our Hanover manufacturing facility.

Lease Costs

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.

Other restructuring costs

For the three and nine months ended February 28, 2021, other restructuring costs primarily related to consulting costs to execute the Company’s 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.

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 February 28, 2021
Asset write-off costs	$	1,877	$	—	$	—	$	1,877
Employee severance and benefit costs	315		—		—		315
Lease costs	—		—		—		—
Other restructuring costs	393		—		115		508
Total restructuring costs	$	2,585	$	—	$	115	$	2,700


	Curation Foods		Lifecore		Other		Total
Nine Months Ended February 28, 2021
Asset write-off costs	$	7,882	$	—	$	—	$	7,882
Employee severance and benefit costs	1,430		—		—		1,430
Lease costs	—		—		—		—
Other restructuring costs	2,536		—		918		3,454
Total restructuring costs	$	11,848	$	—	$	918	$	12,766

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 nine months ended February 28, 2021:


	Curation Foods		Lifecore		Other		Total
(in thousands)
Asset write-off costs, net	$	20,544	$	—	$	418	$	20,962
Employee severance and benefit costs	2,899		—		784		3,683
Lease costs	392		—		26		418
Other restructuring costs	3,559		—		1,429		4,988
Total restructuring costs	$	27,394	$	—	$	2,657	$	30,051

The total expected cost related to the restructuring plan is approximately $32.0 million.

Subsequent Events	9 Months Ended
Subsequent Events	Feb. 28, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events 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, transportation costs, 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)

9 Months Ended

Feb. 28, 2021

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)	February 28, 2021		May 31, 2020
Finished goods	$	41,533	$	35,177
Raw materials	26,855		25,856
Work in progress	8,391		5,278
Total	$	76,779	$	66,311

Accounts Receivable and Sales Returns and Allowance for Credit Losses

Accounts Receivable, Sales Returns, and Allowance for Credit Losses

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	(344)
Amounts reclassified from OCI	1,436
Other comprehensive income, net	$	1,092
Balance as of February 28, 2021	$	(1,716)

The Company expects to reclassify approximately $1.4 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 February 28, 2021 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

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:


	February 28, 2021 Range (Weighted Average)	May 31, 2020 Range (Weighted Average)
Revenue growth rates	7% (6.9)%	6% to 7% (6.4)%
Expense growth rates	0% to 8% (5.5)%	6% to 8% (6.6)%

Discount rates	10%	12%


(In thousands)	Impact on value of investment in Windset as of February 28, 2021
10% increase in revenue growth rates	$	6,000
10% increase in expense growth rates	$	(3,200)

10% increase in discount rates	$	(1,300)

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


(In thousands)	Fair Value at February 28, 2021						Fair Value at May 31, 2020
Assets:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3

Assets held for sale - nonrecurring	$	—	$	—	$	—	$	—	$	—	$	2,607
Investment in non-public company	—		—		45,100		—		—		56,900
Total assets	$	—	$	—	$	45,100	$	—	$	—	$	59,507
Liabilities:
Interest rate swap contracts	$	—	$	2,174	$	—	$	—	$	3,578	$	—

Total liabilities	$	—	$	2,174	$	—	$	—	$	3,578	$	—

The following table reflects the fair value roll forward reconciliation of Level 3 assets and liabilities measured at fair value for the nine months ended February 28, 2021:


(In thousands)	Windset Investment
Balance as of May 31, 2020	$	56,900
Fair value change	(11,800)
Balance as of February 28, 2021	$	45,100

Revenue Recognition

Curation Foods

Lifecore

Aseptic

Development Services

Fermentation


(In thousands)	Three Months Ended				Nine Months Ended
Curation Foods:	February 28, 2021		February 23, 2020		February 28, 2021		February 23, 2020
Fresh packaged salads and vegetables	$	94,739	$	110,884	$	283,341	$	325,628
Avocado products	15,378		14,517		47,107		44,738
Technology	440		2,081		1,632		3,540
Total	$	110,557	$	127,482	$	332,080	$	373,906


(In thousands)	Three Months Ended				Nine Months Ended
Lifecore:	February 28, 2021		February 23, 2020		February 28, 2021		February 23, 2020
Contact development and manufacturing organization	$	18,628	$	14,004	$	53,374	$	43,118
Fermentation	8,597		11,442		18,874		17,211

Total	$	27,225	$	25,446	$	72,248	$	60,329

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

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

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

9 Months Ended

Feb. 28, 2021

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents


(In thousands)	February 28, 2021		May 31, 2020		February 23, 2020		May 26, 2019
Cash and cash equivalents	$	2,248	$	360	$	2,607	$	1,080
Restricted cash	—		193		193		385

Cash, cash equivalents and restricted cash	$	2,248	$	553	$2,800		$	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)	February 28, 2021		May 31, 2020
Finished goods	$	41,533	$	35,177
Raw materials	26,855		25,856
Work in progress	8,391		5,278
Total	$	76,779	$	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		Provisions for expected credit losses		Write offs, net of recoveries		Balance at end of period
Nine months ended February 28, 2021	$	438	$	451	$	(607)	$	282

Accumulated Other Comprehensive Income (Loss)

The Company’s OCI consists of net deferred gains and losses on its interest rate swap derivative instrument. 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	(344)
Amounts reclassified from OCI	1,436
Other comprehensive income, net	$	1,092
Balance as of February 28, 2021	$	(1,716)

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:


	February 28, 2021 Range (Weighted Average)	May 31, 2020 Range (Weighted Average)
Revenue growth rates	7% (6.9)%	6% to 7% (6.4)%
Expense growth rates	0% to 8% (5.5)%	6% to 8% (6.6)%

Discount rates	10%	12%

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

The discounted cash flow valuation model used by the Company has the following sensitivity to changes in inputs and assumptions:


(In thousands)	Impact on value of investment in Windset as of February 28, 2021
10% increase in revenue growth rates	$	6,000
10% increase in expense growth rates	$	(3,200)

10% increase in discount rates	$	(1,300)

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

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


(In thousands)	Fair Value at February 28, 2021						Fair Value at May 31, 2020
Assets:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3

Assets held for sale - nonrecurring	$	—	$	—	$	—	$	—	$	—	$	2,607
Investment in non-public company	—		—		45,100		—		—		56,900
Total assets	$	—	$	—	$	45,100	$	—	$	—	$	59,507
Liabilities:
Interest rate swap contracts	$	—	$	2,174	$	—	$	—	$	3,578	$	—

Total liabilities	$	—	$	2,174	$	—	$	—	$	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 nine months ended February 28, 2021:


(In thousands)	Windset Investment
Balance as of May 31, 2020	$	56,900
Fair value change	(11,800)
Balance as of February 28, 2021	$	45,100

Disaggregation of Revenue


(In thousands)	Three Months Ended				Nine Months Ended
Curation Foods:	February 28, 2021		February 23, 2020		February 28, 2021		February 23, 2020
Fresh packaged salads and vegetables	$	94,739	$	110,884	$	283,341	$	325,628
Avocado products	15,378		14,517		47,107		44,738
Technology	440		2,081		1,632		3,540
Total	$	110,557	$	127,482	$	332,080	$	373,906


(In thousands)	Three Months Ended				Nine Months Ended
Lifecore:	February 28, 2021		February 23, 2020		February 28, 2021		February 23, 2020
Contact development and manufacturing organization	$	18,628	$	14,004	$	53,374	$	43,118
Fermentation	8,597		11,442		18,874		17,211

Total	$	27,225	$	25,446	$	72,248	$	60,329

Stock-based Compensation and Stockholders' Equity (Tables)

9 Months Ended

Feb. 28, 2021

Share-based Payment Arrangement [Abstract]

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

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


	Three Months Ended				Nine Months Ended
(In thousands)	February 28, 2021		February 23, 2020		February 28, 2021		February 23, 2020
Cost of sales	$	107	$	(14)	$	289	$	42
Research and development	49		10		175		88
Selling, general and administrative	641		570		2,120		1,751
Total stock-based compensation	$	797	$	566	$	2,584	$	1,881

Diluted Earnings Per Share (Tables)

9 Months Ended

Feb. 28, 2021

Earnings Per Share [Abstract]

Computation of Diluted Net Income Per Share

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


	Three Months Ended				Nine Months Ended
(In thousands, except per share amounts)	February 28, 2021		February 23, 2020		February 28, 2021		February 23, 2020
Numerator:
Net loss applicable to Common Stockholders	$	(5,498)	$	(11,518)	$	(29,799)	$	(23,042)

Denominator:
Weighted average shares for basic net loss per share	29,323		29,170		29,282		29,155
Effect of dilutive securities:
Stock options and restricted stock units	—		—		—		—
Weighted average shares for diluted net loss per share	29,323		29,170		29,282		29,155

Diluted net loss per share	$	(0.19)	$	(0.39)	$	(1.02)	$	(0.79)

Debt (Tables)

9 Months Ended

Feb. 28, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt, net consists of the following:


(In thousands)	February 28, 2021		May 31, 2020
Term loan	$	150,000	$	114,000
Total principal amount of long-term debt	150,000		114,000
Less: unamortized debt issuance costs	(4,949)		(1,083)
Total long-term debt, net of unamortized debt issuance costs	145,051		112,917
Less: current portion of long-term debt, net	—		(11,554)
Long-term debt, net	$	145,051	$	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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
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-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 505
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Business Segment Reporting (Tables)

9 Months Ended

Feb. 28, 2021

Segment Reporting [Abstract]

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

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


	Three Months Ended				Nine Months Ended
(In millions)	February 28, 2021		February 23, 2020		February 28, 2021		February 23, 2020
Canada	$	14.8	$	19.6	$	45.6	$	58.8
Belgium	6.0		9.3		12.6		12.4
Czech Republic	0.8		2.1		2.5		2.1
Switzerland	1.6		0.3		2.4		1.6
United Kingdom	1.2		0.2		2.4		0.7
Ireland	0.3		—		1.5		1.9
All Other Countries	1.8		0.1		2.7		1.0

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 February 28, 2021
Net sales	$	110,557	$	27,225	$	—	$	137,782
Gross profit	8,128		11,561		—		19,689
Net (loss) income	(5,615)		5,104		(4,987)		(5,498)
Depreciation and amortization	2,994		1,385		22		4,401
Dividend income	281		—		—		281
Interest income	—		—		13		13
Interest expense	1,375		—		2,803		4,178
Income tax (benefit) expense	(1,773)		1,612		(56)		(217)
Corporate overhead allocation	1,275		1,102		(2,377)		—

Nine Months Ended February 28, 2021
Net sales	$	332,080	$	72,248	$	—	$	404,328
Gross profit	29,635		27,036		—		56,671
Net (loss) income	(26,268)		9,708		(13,239)		(29,799)
Depreciation and amortization	9,310		4,055		76		13,441
Dividend income	844		—		—		844
Interest income	—		—		31		31
Interest expense	4,127		—		6,199		10,326
Income tax (benefit) expense	(8,296)		3,066		(1,996)		(7,226)
Corporate overhead allocation	4,533		3,668		(8,201)		—

Three Months Ended February 23, 2020
Net sales	$	127,482	$	25,446	$	—	$	152,928
Gross profit	9,162		10,885		—		20,047
Net (loss) income	(12,636)		4,910		(3,792)		(11,518)
Depreciation and amortization	3,356		1,272		22		4,650
Dividend income	281		—		—		281
Interest income	—		—		46		46
Interest expense	1,376		—		835		2,211
Income tax (benefit) expense	(4,901)		1,467		(1,876)		(5,310)
Corporate overhead allocation	1,401		1,043		(2,444)		—

Nine Months Ended February 23, 2020
Net sales	$	373,906	$	60,329	$	—	$	434,235
Gross profit	28,874		22,023		—		50,897
Net (loss) income	(23,154)		6,974		(6,862)		(23,042)
Depreciation and amortization	9,704		3,705		69		13,478
Dividend income	843		—		—		843
Interest income	31		—		65		96
Interest expense	4,128		—		2,327		6,455
Income tax (benefit) expense	(7,210)		1,920		(2,550)		(7,840)
Corporate overhead allocation	4,510		2,979		(7,489)		—

Restructuring Costs (Tables)

9 Months Ended

Feb. 28, 2021

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 February 28, 2021
Asset write-off costs	$	1,877	$	—	$	—	$	1,877
Employee severance and benefit costs	315		—		—		315
Lease costs	—		—		—		—
Other restructuring costs	393		—		115		508
Total restructuring costs	$	2,585	$	—	$	115	$	2,700


	Curation Foods		Lifecore		Other		Total
Nine Months Ended February 28, 2021
Asset write-off costs	$	7,882	$	—	$	—	$	7,882
Employee severance and benefit costs	1,430		—		—		1,430
Lease costs	—		—		—		—
Other restructuring costs	2,536		—		918		3,454
Total restructuring costs	$	11,848	$	—	$	918	$	12,766


	Curation Foods		Lifecore		Other		Total
(in thousands)
Asset write-off costs, net	$	20,544	$	—	$	418	$	20,962
Employee severance and benefit costs	2,899		—		784		3,683
Lease costs	392		—		26		418
Other restructuring costs	3,559		—		1,429		4,988
Total restructuring costs	$	27,394	$	—	$	2,657	$	30,051

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents (Details) - USD ($) $ in Thousands	Feb. 28, 2021	May 31, 2020	Feb. 23, 2020	May 26, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 2,248	$ 360	$ 2,607	$ 1,080
Restricted cash	0	193	193	385
Cash, cash equivalents and restricted cash	$ 2,248	$ 553	$ 2,800	$ 1,465

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands	Feb. 28, 2021	May 31, 2020	Feb. 23, 2020	May 26, 2019
Accounting Policies [Abstract]
Restricted cash	$ 0	$ 193	$ 193	$ 385

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Components of Inventories (Details) - USD ($) $ in Thousands	Feb. 28, 2021	May 31, 2020
Accounting Policies [Abstract]
Finished goods	$ 41,533	$ 35,177
Raw materials	26,855	25,856
Work in progress	8,391	5,278
Total	$ 76,779	$ 66,311

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Allowance for Credit Loss Rollforward (Details) $ in Thousands	9 Months Ended
	Feb. 28, 2021 USD ($)
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 438
Provisions for expected credit losses	451
Write offs, net of recoveries	(607)
Ending balance	$ 282

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 28, 2021	Feb. 23, 2020	Feb. 28, 2021	Feb. 23, 2020	May 31, 2020	Jul. 15, 2014
Windset
Related Party Transaction [Line Items]
Investment ownership percentage	26.90%		26.90%			26.90%
Windset
Related Party Transaction [Line Items]
Related accounts receivable	$ 0.2		$ 0.2		$ 0.5
Cost of sales \| Windset
Related Party Transaction [Line Items]
Revenue from related parties	$ 0.2	$ 0.2	$ 0.4	$ 0.4

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Debt Issuance Cost (Details) - USD ($) $ in Millions	Feb. 28, 2021	May 31, 2020
Debt Instrument [Line Items]
Current portion	$ 1.3	$ 0.4
Noncurrent portion	5.0	0.6
Prepaid Expenses and Other Current Assets
Debt Instrument [Line Items]
Debt issuance costs	0.6	0.3
Other Assets
Debt Instrument [Line Items]
Debt issuance costs	$ 2.3	$ 0.5

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Components of Other Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Feb. 28, 2021	Nov. 29, 2020	Aug. 30, 2020	Feb. 23, 2020	Nov. 24, 2019	Aug. 25, 2019	Feb. 28, 2021	Feb. 23, 2020
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning	$ 208,938	$ 221,158	$ 231,044	$ 259,076	$ 264,947	$ 270,144	$ 231,044	$ 270,144
Other comprehensive income (loss), net of tax	387	401	304	(411)	127	(612)	1,092	(896)
Balance at ending	204,624	$ 208,938	221,158	$ 247,668	$ 259,076	$ 264,947	204,624	$ 247,668
AOCL
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning			$ (2,808)				(2,808)
Other comprehensive loss before reclassifications, net of tax effect							(344)
Amounts reclassified from OCI							1,436
Other comprehensive income (loss), net of tax							1,092
Balance at ending	$ (1,716)						$ (1,716)

- Definition

+ References + Details

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Financial Instruments Additional Information (Details) $ in Millions	9 Months Ended
	Feb. 28, 2021 USD ($)
Accounting Policies [Abstract]
Cash flow hedge expected to be reclassified within twelve months	$ 1.4

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Assets Held For Sale (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Nov. 29, 2020	Aug. 30, 2020	Feb. 23, 2020	Feb. 28, 2021	Feb. 23, 2020	May 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, net				$ 168,693		$ 192,338
Proceeds from sales of property and equipment				12,885	$ 2,432
Gain on sale of property				$ (39)	$ (135)
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
Proceeds from sales of property and equipment		$ 4,900
Gain on sale of property		2,800
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
Proceeds from sale of property held for sale	$ 8,000

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Intangible Assets (Details) - Customer Relationships	9 Months Ended
	Feb. 28, 2021
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 - Fair Value Measurements Additional Information (Details) - USD ($) $ in Thousands	Feb. 28, 2021	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	$ 0	$ 0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held for sale - nonrecurring	$ 0	$ 2,607

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Significant Unobservable Inputs Used in Discounted Cash Flow Models for Investment (Details) - Windset	9 Months Ended	12 Months Ended
	Feb. 28, 2021	May 31, 2020
Revenue growth rates
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.07
Revenue growth rates \| Minimum
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input		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
Revenue growth rates \| Weighted Average
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.069	0.064
Expense growth rates \| Minimum
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0	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	0.055	0.066
Discount rates
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.10	0.12

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Assumptions for Investment Used in Discounted Cash Flow Models (Details) $ in Thousands	Feb. 28, 2021 USD ($)
Accounting Policies [Abstract]
10% increase in revenue growth rates	$ 6,000
10% increase in expense growth rates	(3,200)
10% increase in discount rates	$ (1,300)

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands	Feb. 28, 2021	May 31, 2020
Level 1
Assets:
Assets held for sale - nonrecurring	$ 0	$ 0
Investment in non-public company	0	0
Total assets	0	0
Liabilities:
Interest rate swap contracts	0	0
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	2,174	3,578
Total liabilities	2,174	3,578
Level 3
Assets:
Assets held for sale - nonrecurring	0	2,607
Investment in non-public company	45,100	56,900
Total assets	45,100	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	9 Months Ended
	Feb. 28, 2021 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 56,900
Ending balance	45,100
Windset Investment
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	56,900
Fair value change	(11,800)
Ending balance	$ 45,100

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2021	Feb. 23, 2020	Feb. 28, 2021	Feb. 23, 2020
Segment Reporting Information [Line Items]
Net sales	$ 137,782	$ 152,928	$ 404,328	$ 434,235
Curation Foods
Segment Reporting Information [Line Items]
Net sales	110,557	127,482	332,080	373,906
Curation Foods \| Fresh packaged salads and vegetables
Segment Reporting Information [Line Items]
Net sales	94,739	110,884	283,341	325,628
Curation Foods \| Avocado products
Segment Reporting Information [Line Items]
Net sales	15,378	14,517	47,107	44,738
Curation Foods \| Technology
Segment Reporting Information [Line Items]
Net sales	440	2,081	1,632	3,540
Lifecore
Segment Reporting Information [Line Items]
Net sales	27,225	25,446	72,248	60,329
Lifecore \| Contact development and manufacturing organization
Segment Reporting Information [Line Items]
Net sales	18,628	14,004	53,374	43,118
Lifecore \| Fermentation
Segment Reporting Information [Line Items]
Net sales	$ 8,597	$ 11,442	$ 18,874	$ 17,211

- 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
-Topic 280
-SubTopic 10
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-Paragraph 41
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-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Contract Assets and Liabilities (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Feb. 28, 2021	Feb. 28, 2021	May 31, 2020
Accounting Policies [Abstract]
Contract assets	$ 10.6	$ 10.6	$ 9.0
Contract liabilities	1.1	1.1	$ 0.0
Revenue recognized included in the contract liability	$ 0.0	$ 0.0

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Legal Contingencies Additional Information (Details) $ in Millions				3 Months Ended	9 Months Ended
	Mar. 15, 2021 USD ($)	Nov. 03, 2020 USD ($)	Sep. 02, 2020 USD ($)	Feb. 28, 2021 USD ($) attemptsToUnionize	Feb. 28, 2021 USD ($) attemptsToUnionize plaintiff	May 31, 2020 USD ($)
Loss Contingencies [Line Items]
Unsuccessful attempts to unionize \| attemptsToUnionize				3	3
Insurance recoveries				$ 1.6	$ 1.6
Legal Actions Against Curation Foods \| Curation Foods
Loss Contingencies [Line Items]
Number of individual arbitrations \| plaintiff					100
Regulatory permitting at Tanok facility in Mexico
Loss Contingencies [Line Items]
Damages sought		$ 80.0	$ 10.0
Pacific Harvest v. Curation Foods \| Subsequent Event
Loss Contingencies [Line Items]
Litigation settlement expense	$ 1.8
Pacific Harvest \| Discrimination and Wrongful Termination and Wage and Hour Claims
Loss Contingencies [Line Items]
Litigation repayment receivable						$ 1.2
Litigation repayment receivable, allowance for credit loss						$ 1.2
Indemnification receivable				$ 1.2	$ 1.2

Investment in Non-public Company (Details) - USD ($)			3 Months Ended		9 Months Ended
Investment in Non-public Company (Details) - USD ($)	Jul. 15, 2014	Feb. 15, 2011	Feb. 28, 2021	Feb. 23, 2020	Feb. 28, 2021	Feb. 23, 2020
Dividend income			$ 281,000	$ 281,000	$ 844,000	$ 843,000
Senior A Preferred Stock
Dividend percentage rate	7.50%
Windset
Investment ownership percentage	26.90%		26.90%		26.90%
Dividend income			$ 300,000	300,000	$ 800,000	800,000
Windset \| Other Income
Change in market value of company's investment			0.0	$ 0.0	(11,800,000)	$ 200,000
Curation Foods \| Windset
Payments to acquire investments	$ 11,000,000.0
Time frame to be paid after anniversary	90 days
Liquidation value of preferred shares			20,100,000		20,100,000
Curation Foods \| Windset \| Senior A Preferred Stock
Liquidation value of preferred shares			15,000,000.0		15,000,000.0
Curation Foods \| Windset \| Junior Preferred Shares
Preferred stock investment, dividends declared			0		0
Liquidation value of preferred shares			$ 5,100,000		$ 5,100,000
Curation Foods \| Windset \| Senior A Preferred Stock
Investment In non-public company shares (in shares)		150,000
Payments to acquire investments		$ 15,000,000.0
Curation Foods \| Windset \| Common Stock
Investment In non-public company shares (in shares)	68	201
Payments to acquire investments		$ 201,000
Curation Foods \| Windset \| Junior Preferred Shares
Investment In non-public company shares (in shares)	51,211

Stock-based Compensation and Stockholders' Equity - Narrative (Details) - USD ($)	3 Months Ended	9 Months Ended
	Feb. 28, 2021	Feb. 28, 2021	Jul. 14, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted options (in shares)	100,000,000	672,600,000
Shares for future issuance (in shares)	4,100,000	4,100,000
Unrecognized compensation expense	$ 4,100,000	$ 4,100,000
Repurchase plan authorized amount (up to)	$ 3,800,000	$ 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)	17,500,000	188,225,000
Weighted-average period (in years)		1 year 6 months 21 days
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average period (in years)		2 years 2 months 26 days

Stock-based Compensation and Stockholders' Equity - Compensation by Income Statement Location (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2021	Feb. 23, 2020	Feb. 28, 2021	Feb. 23, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 797	$ 566	$ 2,584	$ 1,881
Cost of sales
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	107	(14)	289	42
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	49	10	175	88
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 641	$ 570	$ 2,120	$ 1,751

Diluted Earnings Per Share - Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Feb. 28, 2021	Nov. 29, 2020	Aug. 30, 2020	Feb. 23, 2020	Nov. 24, 2019	Aug. 25, 2019	Feb. 28, 2021	Feb. 23, 2020
Numerator:
Net (loss) income	$ (5,498)	$ (13,301)	$ (11,000)	$ (11,518)	$ (6,740)	$ (4,784)	$ (29,799)	$ (23,042)
Denominator:
Weighted average shares for basic net loss per share (in shares)	29,323			29,170			29,282	29,155
Effect of dilutive securities:
Stock options and restricted stock units (in shares)	0			0			0	0
Weighted average shares for diluted net loss per share (in shares)	29,323			29,170			29,282	29,155
Diluted net loss per share (in dollars per share)	$ (0.19)			$ (0.39)			$ (1.02)	$ (0.79)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-SubTopic 10
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+ Details

- Definition

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

+ References

+ Details

Diluted Earnings Per Share - Narrative (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Feb. 28, 2021	Feb. 23, 2020	Feb. 28, 2021	Feb. 23, 2020
Employee Stock Option
Class of Stock [Line Items]
Amount of securities excluded from computation of earnings per share (in shares)	2.4	1.8	2.2	2.2

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Feb. 28, 2021	Feb. 23, 2020	Feb. 28, 2021	Feb. 23, 2020	May 31, 2020
Income Tax Disclosure [Abstract]
Income tax benefit	$ (217)	$ (5,310)	$ (7,226)	$ (7,840)
Effective tax rate			19.50%	25.00%
Unrecognized tax benefits	900		$ 900		$ 800
Unrecognized tax benefits that would result in an adjustment to effective tax rate	$ 900		$ 900		$ 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	Feb. 28, 2021	May 31, 2020
Debt Instrument [Line Items]
Long-term debt	$ 150,000	$ 114,000
Less: unamortized debt issuance costs	(4,949)	(1,083)
Total long-term debt, net of unamortized debt issuance costs	145,051	112,917
Current portion of long-term debt, net	0	(11,554)
Long-term debt, net	145,051	101,363
Term loan
Debt Instrument [Line Items]
Long-term debt	$ 150,000	$ 114,000

Debt - Narrative (Details) - USD ($)				3 Months Ended
Debt - Narrative (Details) - USD ($)	Dec. 31, 2020	Jul. 15, 2020	Sep. 23, 2016	Feb. 28, 2021	May 31, 2020	Dec. 02, 2019	Oct. 25, 2019	Jun. 25, 2018	Nov. 01, 2016
Debt Instrument [Line Items]
Term loan facility				$ 145,051,000	$ 112,917,000
Debt issuance costs				4,949,000	$ 1,083,000
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
Term loan, interest rate			9.50%
Sixth Amendment \| Term loan
Debt Instrument [Line Items]
Term loan facility							$ 120,000,000.0
Periodic payment			$ 3,000,000.0
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%
Credit Agreement With BMO Harris Bank, Goldman Sachs Specialty Lending Group, L.P., and Guggenheim Credit Services, LLC
Debt Instrument [Line Items]
Debt issuance costs	$ 9,300,000
Credit Agreement With BMO Harris Bank, Goldman Sachs Specialty Lending Group, L.P., and Guggenheim Credit Services, LLC \| Term loan
Debt Instrument [Line Items]
Debt instrument, face amount	$ 170,000,000.0
Line of credit, quarterly principal payments	5.00%
Credit Agreement With BMO Harris Bank, Goldman Sachs Specialty Lending Group, L.P., and Guggenheim Credit Services, LLC \| Term loan \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	8.50%
Credit Agreement With BMO Harris Bank, Goldman Sachs Specialty Lending Group, L.P., and Guggenheim Credit Services, LLC \| Term loan \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	7.50%
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 \| Sixth Amendment \| Eurodollar
Debt Instrument [Line Items]
Line of credit outstanding				$ 41,000,000.0
Line of credit facility, interest rate				2.75%
Revolving credit facility \| Credit Agreement With BMO Harris Bank, Goldman Sachs Specialty Lending Group, L.P., and Guggenheim Credit Services, LLC
Debt Instrument [Line Items]
Revolving line of credit	$ 75,000,000.0
Commitment fee percentage	0.375%
Line of credit facility, additional borrowing limit	$ 15,000,000.0
Write off of deferred debt issuance costs				$ 1,100,000
Revolving credit facility \| Credit Agreement With BMO Harris Bank, Goldman Sachs Specialty Lending Group, L.P., and Guggenheim Credit Services, LLC \| Minimum \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
Revolving credit facility \| Credit Agreement With BMO Harris Bank, Goldman Sachs Specialty Lending Group, L.P., and Guggenheim Credit Services, LLC \| Minimum \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Revolving credit facility \| Credit Agreement With BMO Harris Bank, Goldman Sachs Specialty Lending Group, L.P., and Guggenheim Credit Services, LLC \| Maximum \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%
Revolving credit facility \| Credit Agreement With BMO Harris Bank, Goldman Sachs Specialty Lending Group, L.P., and Guggenheim Credit Services, LLC \| Maximum \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%

Business Segment Reporting - Narrative (Details)	9 Months Ended
Business Segment Reporting - Narrative (Details)	Feb. 28, 2021 segment brand	Feb. 23, 2020	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	50.00%	44.00%
Sales Revenue, Net \| Customer Concentration Risk \| Curation Foods \| Wal-mart
Revenue, Major Customer [Line Items]
Concentration risk percentage	16.00%	18.00%
Sales Revenue, Net \| Customer Concentration Risk \| Curation Foods \| Costco
Revenue, Major Customer [Line Items]
Concentration risk percentage	15.00%	15.00%

Business Segment Reporting - Sales by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2021	Feb. 23, 2020	Feb. 28, 2021	Feb. 23, 2020
Segment Reporting Information [Line Items]
Product sales	$ 137,782	$ 152,928	$ 404,328	$ 434,235
Canada
Segment Reporting Information [Line Items]
Product sales	14,800	19,600	45,600	58,800
Belgium
Segment Reporting Information [Line Items]
Product sales	6,000	9,300	12,600	12,400
Czech Republic
Segment Reporting Information [Line Items]
Product sales	800	2,100	2,500	2,100
Switzerland
Segment Reporting Information [Line Items]
Product sales	1,600	300	2,400	1,600
United Kingdom
Segment Reporting Information [Line Items]
Product sales	1,200	200	2,400	700
Ireland
Segment Reporting Information [Line Items]
Product sales	300	0	1,500	1,900
All Other Countries
Segment Reporting Information [Line Items]
Product sales	$ 1,800	$ 100	$ 2,700	$ 1,000

- Definition

+ References

+ Details

Business Segment Reporting - Operations by Business Segment (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Feb. 28, 2021	Nov. 29, 2020	Aug. 30, 2020	Feb. 23, 2020	Nov. 24, 2019	Aug. 25, 2019	Feb. 28, 2021	Feb. 23, 2020
Segment Reporting Information [Line Items]
Net sales	$ 137,782			$ 152,928			$ 404,328	$ 434,235
Gross profit	19,689			20,047			56,671	50,897
Net (loss) income	(5,498)	$ (13,301)	$ (11,000)	(11,518)	$ (6,740)	$ (4,784)	(29,799)	(23,042)
Depreciation and amortization	4,401			4,650			13,441	13,478
Dividend income	281			281			844	843
Interest income	13			46			31	96
Interest expense	4,178			2,211			10,326	6,455
Income tax (benefit) expense	(217)			(5,310)			(7,226)	(7,840)
Corporate overhead allocation	0			0			0	0
Curation Foods
Segment Reporting Information [Line Items]
Net sales	110,557			127,482			332,080	373,906
Gross profit	8,128			9,162			29,635	28,874
Net (loss) income	(5,615)			(12,636)			(26,268)	(23,154)
Depreciation and amortization	2,994			3,356			9,310	9,704
Dividend income	281			281			844	843
Interest income	0			0			0	31
Interest expense	1,375			1,376			4,127	4,128
Income tax (benefit) expense	(1,773)			(4,901)			(8,296)	(7,210)
Corporate overhead allocation	1,275			1,401			4,533	4,510
Lifecore
Segment Reporting Information [Line Items]
Net sales	27,225			25,446			72,248	60,329
Gross profit	11,561			10,885			27,036	22,023
Net (loss) income	5,104			4,910			9,708	6,974
Depreciation and amortization	1,385			1,272			4,055	3,705
Dividend income	0			0			0	0
Interest income	0			0			0	0
Interest expense	0			0			0	0
Income tax (benefit) expense	1,612			1,467			3,066	1,920
Corporate overhead allocation	1,102			1,043			3,668	2,979
Other
Segment Reporting Information [Line Items]
Net sales	0			0			0	0
Gross profit	0			0			0	0
Net (loss) income	(4,987)			(3,792)			(13,239)	(6,862)
Depreciation and amortization	22			22			76	69
Dividend income	0			0			0	0
Interest income	13			46			31	65
Interest expense	2,803			835			6,199	2,327
Income tax (benefit) expense	(56)			(1,876)			(1,996)	(2,550)
Corporate overhead allocation	$ (2,377)			$ (2,444)			$ (8,201)	$ (7,489)

Restructuring Costs - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Feb. 28, 2021	Aug. 30, 2020	Feb. 23, 2020	Feb. 28, 2021	Feb. 23, 2020
Restructuring Cost and Reserve [Line Items]
Proceeds from sales of property and equipment				$ 12,885	$ 2,432
Gain on sale of property				(39)	$ (135)
Expected restructuring costs	$ 32,000			$ 32,000
Equipment
Restructuring Cost and Reserve [Line Items]
Impairment of assets held for sale	$ 1,900
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		9 Months Ended		21 Months Ended
	Feb. 28, 2021	Feb. 23, 2020	Feb. 28, 2021	Feb. 23, 2020	Feb. 23, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 2,700	$ 13,528	$ 12,766	$ 13,934	$ 30,051
Asset write-off costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	1,877		7,882		20,962
Employee severance and benefit costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	315		1,430		3,683
Lease costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		0		418
Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	508		3,454		4,988
Curation Foods
Restructuring Cost and Reserve [Line Items]
Restructuring costs	2,585		11,848		27,394
Curation Foods \| Asset write-off costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	1,877		7,882		20,544
Curation Foods \| Employee severance and benefit costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	315		1,430		2,899
Curation Foods \| Lease costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		0		392
Curation Foods \| Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	393		2,536		3,559
Lifecore
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		0		0
Lifecore \| Asset write-off costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		0		0
Lifecore \| Employee severance and benefit costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		0		0
Lifecore \| Lease costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		0		0
Lifecore \| Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		0		0
Other
Restructuring Cost and Reserve [Line Items]
Restructuring costs	115		918		2,657
Other \| Asset write-off costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		0		418
Other \| Employee severance and benefit costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		0		784
Other \| Lease costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0		0		26
Other \| Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 115		$ 918		$ 1,429

Label	Element	Value
Accounting Standards Update [Extensible List]	us-gaap_AccountingStandardsUpdateExtensibleList	us-gaap:AccountingStandardsUpdate201602Member

- Definition

Indicates amendment to accounting standards.

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+ Details