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United States securities and exchange commission logo
February 10, 2021
John Morberg
Chief Financial Officer
Landec Corporation
2811 Airpark Drive
Santa Maria, California 93455
Re: Landec Corporation
Form 10-K for the
Fiscal Year Ended May 31, 2020
Filed August 14,
2020
Form 8-K filed on
January 6, 2021
File No. 000-27446
Dear Mr. Morberg:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K filed on January 6, 2021
Exhibit 99.1
1. We note that you
exclude the fair market value change of your Windset investment to
arrive at EBITDA.
Please revise future filings to ensure that your EBITDA calculation is
consistent with the
definition of EBITDA provided in Question 103.01 of the Non-GAAP
Financial Measures
Compliance and Disclosure Interpretations.
John Morberg
FirstName LastNameJohn Morberg
Landec Corporation
Comapany10,
February NameLandec
2021 Corporation
February
Page 2 10, 2021 Page 2
FirstName LastName
Form 10-K for the Fiscal Year Ended May 31, 2020
Notes to Consolidated Financial Statements
Revenue Recognition, page 47
2. You disclose that substantially all revenue is recognized upon
shipment or delivery and
that revenue for development service contracts are accounted for as a
single performance
obligation and are generally recognized over time. Please address the
following items
related to your Lifecore revenues:
Identify for us each of the promised goods and/or services in
your contracts and
explain how you determined you only have a single performance
obligation under
ASC 606-10-25-14 through 25-22.
Tell us and revise your disclosures in future filings to
clarify the extent to which
Lifecore revenues are recognized at a point in time or over time.
With reference to
ASC 606-10-25-23 to 25-30, explain to us how you determined the
contracts that
qualify for point in time recognition and those that qualify for
over time recognition.
In addressing these items, ensure that your disaggregated revenue
disclosures
provided under ASC 606-10-50-5 adequately depict for investors
the nature and
timing of your revenues.
We note that your development service contract revenues are
generally recognized
over time based upon labor hours expended relative to the total
expected hours.
Pursuant to ASC 606-10-50-18, disclose why this method provides a
faithful
depiction of the transfer of your goods or services.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or
Andrew
Blume, Accounting Branch Chief, at 202-551-3254 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing