0001005286-23-000056 | 10-Q/A | XBRL Viewer | Lifecore Biomedical INC DE

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Investment in Non-public Company (Details) - USD ($)				3 Months Ended
Investment in Non-public Company (Details) - USD ($)	Jun. 01, 2021	Jul. 15, 2014	Feb. 15, 2011	Aug. 28, 2022	Aug. 29, 2021
Schedule of Investments [Line Items]
Sale of investment in non-public company				$ 0	$ 45,100,000
Senior A Preferred Stock
Schedule of Investments [Line Items]
Dividend percentage rate		7.50%
Windset
Schedule of Investments [Line Items]
Investment ownership percentage		26.90%
Curation Foods \| Windset
Schedule of Investments [Line Items]
Payments to acquire investments		$ 11,000,000
Time frame to be paid after anniversary		90 days
Curation Foods \| Windset \| Junior Preferred Shares
Schedule of Investments [Line Items]
Preferred stock investment, dividends declared				$ 0
Curation Foods \| Windset \| Senior A Preferred Stock
Schedule of Investments [Line Items]
Investment in non-public company shares (in shares)			150,000
Payments to acquire investments			$ 15,000,000
Curation Foods \| Windset \| Common Stock
Schedule of Investments [Line Items]
Investment in non-public company shares (in shares)		68	201
Payments to acquire investments			$ 201,000
Curation Foods \| Windset \| Junior Preferred Shares
Schedule of Investments [Line Items]
Investment in non-public company shares (in shares)		51,211
Curation Foods \| Newell Capital
Schedule of Investments [Line Items]
Sale of investment in non-public company	$ 45,100,000

Stock-based Compensation and Stockholders' Equity

3 Months Ended

Aug. 28, 2022

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation and Stockholders' Equity

Stock-Based Compensation Activity

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

During the three months ended August 28, 2022, the Company granted 725,000 options to purchase shares of common stock and awarded 255,000 RSUs.

As of August 28, 2022, the Company has reserved 3.6 million shares of common stock for future issuance under its current and former equity plans.

Stock-Based Compensation Expense

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

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


	Three Months Ended
(In thousands)	August 28, 2022		August 29, 2021
Continuing operations:
Cost of product sales	$	101	$	81
Research and development	90		49
Selling, general and administrative	594		534
Discontinued Operations:
Cost of product sales	—		(44)
Total stock-based compensation	$	785	$	620

As of August 28, 2022, there was $6.9 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 2.43 years for stock options and 2.24 years for RSUs.

Stock Repurchase Plan

On July 14, 2010, the Board of Directors of the Company approved the establishment of a stock repurchase plan which allows for the repurchase of up to $10.0 million of the Company’s common stock. The Company may still repurchase up to $3.8 million of the Company’s common stock under the Company’s stock repurchase plan. The Company may repurchase its

common stock from time to time in open market purchases or in privately negotiated transactions. The timing and actual number of shares repurchased is at the discretion of management of the Company and will depend on a variety of factors, including stock price, corporate and regulatory requirements, market conditions, the relative attractiveness of other capital deployment opportunities and other corporate priorities. The stock repurchase program does not obligate Landec to acquire any amount of its common stock and the program may be modified, suspended or terminated at any time at the Company's discretion without prior notice. During the three months ended August 28, 2022 and August 29, 2021, the Company did not purchase any shares on the open market.

Cover Page - shares	3 Months Ended
Cover Page - shares	Aug. 28, 2022	Mar. 15, 2023
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Period End Date	Aug. 28, 2022
Document Transition Report	false
Entity File Number	000-27446
Entity Registrant Name	LIFECORE BIOMEDICAL, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3025618
Entity Address, Address Line One	3515 Lyman Boulevard
Entity Address, City or Town	Chaska
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55318
City Area Code	952
Local Phone Number	368-4300
Entity Information, Former Legal or Registered Name	LANDEC CORPORATION
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	LFCR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		30,319,208
Entity Central Index Key	0001005286
Current Fiscal Year End Date	--08-28
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	true
Amendment Description	his Amendment No. 1 on Form 10-Q/A (the “Amendment”) is being filed by Lifecore Biomedical, Inc. (f/k/a Landec Corporation) (the “Company”) to amend and restate its Quarterly Report on Form 10-Q for the quarter ended August 28, 2022 originally filed with the Securities and Exchange Commission (the “SEC”) on October 7, 2022 (the “Original 10-Q”, and, as amended by this Amendment, the “Quarterly Report”) to reflect the restatement of the Company’s unaudited consolidated financial statements as of and for the three months ended August 28, 2022 contained in the Original 10-Q (the “Restatement”).
Former Address
Document Information [Line Items]
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

Debt

3 Months Ended

Aug. 28, 2022

Debt Disclosure [Abstract]

Debt

Long-term debt, net consists of the following:


(In thousands)	August 28, 2022		May 29, 2022
Term loan	$	103,712	$	103,712
Total principal amount of long-term debt	103,712		103,712
Less: unamortized debt issuance costs	(5,143)		(5,534)
Total long-term debt, net of unamortized debt issuance costs	98,569		98,178
Less: current portion of long-term debt, net	(98,569)		(98,178)
Long-term debt, net	$	—	$	—

On December 31, 2020, the Company refinanced its existing term loan and revolving credit facility 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 serves 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 Refinance Term Loan Credit Agreement also provides that in the event of a prepayment of any amount other than the scheduled installments within twelve months after the closing date, a penalty will be assessed equal to the aggregate amount of interest that would have otherwise been payable from date of prepayment event until twelve months after the closing date plus 3% of the amount prepaid.

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 contain 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 $10.3 million.

Concurrent with the close of the New Credit Agreements, the Company repaid all outstanding borrowings under the previous Credit Agreement, and terminated such previous Credit Agreement. In connection with the repayment of borrowings under such previous Credit Agreement, the Company recognized a loss in 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.

In April 2022 the Company amended the New Credit Agreements to make available again $20.0 million of term debt that had been previously repaid. In connection with this amendment, the Company incurred debt issuance costs from the lender of $0.7 million.

As of August 28, 2022, $44.0 million was outstanding on the Refinance Revolver, at an interest rate of 4.1%. As of August 28, 2022, the Refinance Term Loan had an interest rate of 10.1%. As of August 28, 2022, the Company was in

compliance with all financial covenants and had no events of default under the New Credit Agreements. However, as of the Amended Filing Date, the Company was not in compliance with the covenants under the New Credit Agreements and therefore all outstanding amounts under these agreements, as amended (See Note. 10 Subsequent Events), have been reclassified as current.

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%. The 2016 Swap matured in September 2021.

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 the Company’s 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%. The 2018 Swap matured in September 2021.

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 1.53%. The 2019 Swap will mature in November 2022.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Business Segment Reporting - Narrative (Details)	3 Months Ended
Business Segment Reporting - Narrative (Details)	Aug. 28, 2022 segment brand	Aug. 29, 2021
Revenue, Major Customer [Line Items]
Number of operating segments \| segment	3
Number of natural food brands \| brand	3
Sales Revenue, Net \| Customer Concentration Risk \| Customer One
Revenue, Major Customer [Line Items]
Concentration risk percentage	16.00%	15.00%
Sales Revenue, Net \| Customer Concentration Risk \| Customer Two
Revenue, Major Customer [Line Items]
Concentration risk percentage	10.00%	11.00%
Accounts Receivable \| Customer Concentration Risk \| Customer One
Revenue, Major Customer [Line Items]
Concentration risk percentage	21.00%	12.00%
Accounts Receivable \| Customer Concentration Risk \| Customer Two
Revenue, Major Customer [Line Items]
Concentration risk percentage	16.00%	10.00%
Accounts Receivable \| Customer Concentration Risk \| Customer Three
Revenue, Major Customer [Line Items]
Concentration risk percentage	13.00%

Restructuring Costs

3 Months Ended

Aug. 28, 2022

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.

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


(in thousands)	Curation Foods		Other		Total
Three Months Ended August 28, 2022

Employee severance and benefit costs	$	208	$	—	$	208
Lease costs	20		—		20
Other restructuring costs	194		625		819
Total restructuring costs	$	422	$	625	$	1,047

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 reduction-in-force related to our Curation Foods segment.

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. The Company approved a plan to explore opportunities to sub lease its Santa Maria office and expects to complete the sublease plan within the next 12 months.

Other restructuring costs

Other restructuring costs are primarily related to consulting costs incurred in connection with the execution 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.

The following table summarizes the restructuring costs recognized in the Company’s Consolidated Statements of (Loss) Income, by Business Segment, since inception of the restructuring plan in fiscal year 2020 through the three months ended August 28, 2022, excluding discontinued operations:


	Curation Foods		Other		Total
(in thousands)
Asset write-off costs, net	$	7,552	$	418	$	7,970
Employee severance and benefit costs	767		784		1,551
Lease costs	2,238		26		2,264
Other restructuring costs	517		5,523		6,040
Total restructuring costs	$	11,074	$	6,751	$	17,825

The total expected cost related to the restructuring plan is approximately $23.0 million.

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Cash Flow (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Cash flows from operating activities:
Net loss	$ (11,351)	$ (9,477)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation, amortization of intangibles, debt costs and right-of-use assets	4,356	5,054
Deferred taxes	(17)	(2,138)
Net cash (used in) provided by operating activities	(1,533)	$ 831
As reported
Cash flows from operating activities:
Net loss	(12,064)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation, amortization of intangibles, debt costs and right-of-use assets	5,009
Deferred taxes	43
Net cash (used in) provided by operating activities	(1,533)
Adjustment
Cash flows from operating activities:
Net loss	713
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation, amortization of intangibles, debt costs and right-of-use assets	(653)
Deferred taxes	(60)
Net cash (used in) provided by operating activities	$ 0

- 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

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

3 Months Ended

Aug. 28, 2022

Accounting Policies [Abstract]

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

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

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.

On November 14, 2022, the Company changed its name from “Landec Corporation” to “Lifecore Biomedical, Inc.” (the “Name Change”) Currently therewith, the Company also changed the name of its wholly owned subsidiary from “Lifecore Biomedical, Inc.” to “Lifecore Biomedical Operating Company, Inc.” Unless context otherwise requires, all references to “Landec Corporation” or “Landec” contained in the Quarterly Report refer to the Company, and all references to “Lifecore Biomedical, Inc.,” “Lifecore Biomedical,” or “Lifecore” refer to Lifecore Biomedical Operating Company, Inc. In connection with the Name Change, the Company’s common stock began trading under its new Nasdaq ticker symbol “LFCR” on November 15, 2022.

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-grade pharmaceutical products in syringes and vials. As a leading manufacturer of premium, injectable grade Hyaluronic Acid, Lifecore brings 37 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. 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: avocado products, olive oil and wine vinegars and technology, which reports revenues for BreatheWay patented supply chain solutions.

Eat Smart Sale and Discontinued Operations

On December 13, 2021 (the “Closing Date”), Landec and Curation Foods (together, the “Sellers”), and Taylor Farms Retail, Inc. (“Taylor Farms” and together with the Sellers, the “Parties”) completed the sale (the “Eat Smart Disposition”) of Curation Foods’ Eat Smart business, including its salad and cut vegetable businesses (the “Business”), pursuant to the terms of an asset purchase agreement executed by the Parties on December 13, 2021 (the “Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, Taylor Farms acquired the Business for a purchase price of $73.5 million, subject to post-closing adjustments based upon negotiation of the net working capital balances at the Closing Date. As part of the Eat Smart Disposition, Taylor Farms acquired, among other assets and liabilities related to the Business, the manufacturing facility and warehouses (and corresponding equipment) located in Bowling Green, Ohio and Guadalupe, California, as well as inventory, accounts receivable, accounts payable, intellectual property and information related to the Business, and assumed certain liabilities and executory obligations under the Company’s and Curation Foods’ outstanding contracts related to the Business, in each case, subject to the terms of the Asset Purchase Agreement.

The accounting requirements for reporting the Eat Smart business as a discontinued operation were met when the Eat Smart Disposition was completed on the Closing Date. Accordingly, the consolidated financial statements and notes to the consolidated financial statements reflect the results of the Eat Smart business as a discontinued operation for the periods presented. Refer to Note 9 - Discontinued Operations for additional information.

Basis of Presentation

The accompanying unaudited consolidated financial statements of Landec have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) have been made which are necessary to present fairly the financial position of the Company at August 28, 2022, 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/A for the fiscal year ended May 29, 2022 (the “Annual Report”).

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

The results of operations for the three months ended August 28, 2022 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, Lifecore and Curation Foods. All material inter-company transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates that require management’s most significant and subjective judgments include revenue recognition; loss contingencies; sales returns and credit losses; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived and indefinite lived assets (including intangible assets and goodwill), and inventory; 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.

Going Concern

As of May 29, 2022, the Company had cash and cash equivalents of $1.6 million and outstanding borrowings of $138.2 million, net of issuance costs, and as of November 27, 2022, the Company had cash and cash equivalents of $6.8 million and outstanding borrowings of $147.0 million, net of issuance costs. The Company continues to experience unfavorable market conditions leading to lower than projected sales proceeds from the disposition of its Curation Foods businesses.

The Company performed an assessment, which occurred on the date of the filing of this Form 10-Q/A, to determine whether there were conditions or events that, considered in the aggregate, raised substantial doubt about the Company’s ability to continue as a going concern within one year following the date the accompanying consolidated financial statements are being re-issued (the “Amended Filing Date”).

The Company’s ability to meet its liquidity needs for one year following the Amended Filing Date will largely depend on its ability to generate cash in the future. As of November 27, 2022, the Company incurred net losses of $23.8 million, and the Company’s ability to generate cash in the future is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond the Company’s control. Based on the Company’s financial projections as of the Amended Filing Date, the Company does not believe that it will have adequate liquidity to meet its obligations for at least one year following the Amended Filing Date.

The Company further considered how these factors and uncertainties have and could impact its ability to meet the obligations specified in the New Credit Agreements with the Lenders (each as defined in Note 6 - Debt) for at least one year following the Amended Filing Date. As of the Amended Filing Date, the Company determined that it was not in compliance with the covenant under the New Credit Agreements requiring the timely filing of financial statements. In addition, the inclusion of a going concern explanatory paragraph in the auditor’s report issued by Ernst and Young LLP in connection with the restated audited financial statements for the year ended May 29, 2022 included in the Company’s Annual Report on Form 10-K/A also violates the covenants under the New Credit Agreements.

In addition, based on the Company’s current financial projections for the one-year period following the Amended Filing Date, the Company anticipates that it will not be in compliance with certain financial covenants under the New Credit

Agreements during the one-year period following the Amended Filing Date, including the minimum fixed charge coverage ratio covenant for the fiscal quarters ending May 30, 2023 through November 30, 2023; the maximum leverage ratio covenant as of the fiscal quarters ending May 30, 2023 through November 30, 2023; the minimum liquidity covenant for each of the fiscal quarters ended as of February 26, 2023 through May 30, 2024; and the minimum Lifecore gross profit covenant for the fiscal quarters ending February 26, 2023 through August 30, 2023. Pursuant to the terms of the New Credit Agreements, as a result of the Company’s failure to comply with the covenants described above, the agents and the lenders under the New Credit Agreements are entitled to immediately cancel all unfunded commitments and to accelerate the maturity of all of the outstanding debt thereunder, at which time all such outstanding borrowings would become immediately due and payable by the Company. In addition, as a result of such defaults, under the New Credit Agreements, the Company will be subject to increased interest rates for any outstanding borrowings thereunder prior to repayment and, even if the agent and the lenders under the Refinance Revolver (as defined in Note 6 - Debt) do not exercise their rights to immediately accelerate all outstanding obligations, such lenders may refuse to fund additional borrowings thereunder, which the Company relies upon for short-term liquidity needs.

Although the Company is currently in default, as of the Amended Filing Date, the agents and the Lenders have not taken any action to accelerate the maturity of the debt under the New Credit Agreements, nor have the Lenders under the Refinance Revolver indicated that they intend to prevent the Company from incurring additional borrowings thereunder. In such an event, however, the Company does not currently have sufficient liquidity to fund payment of the amounts that would be due under the New Credit Agreements nor does management have projected future cash flows to repay these outstanding borrowings under the New Credit Agreements if such amounts were to become payable. The Company’s inability to raise additional capital on acceptable terms in the near future, whether for purposes of funding payments required under the New Credit Agreements or providing additional liquidity needed for its operations, could have a material adverse effect on its business, results of operations, liquidity and financial condition.

In response to these conditions, the Company is currently in negotiations with the Lenders to seek a forbearance and amendment agreement to remedy the Company’s current and anticipated noncompliance with its covenants under the New Credit Agreements. The Company also intends to conduct a review of its strategic alternatives, which may involve seeking additional or alternative financing or the sale of all or a portion the Company. These processes are ongoing, however, and there can be no assurances that they will result in the completion of any such amendment, transaction or other alternative that would alleviate such conditions under the New Credit Agreements or the circumstances that give rise to substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period following the Amended Filing Date.

Accordingly, the Company determined that it cannot be certain that the Company’s plans and initiatives would be effectively implemented within one year after the Amended Filing Date. Without giving effect to the Company’s plans and initiatives, it is unlikely that the Company will be able to generate sufficient cash flows to meet its required financial obligations, including its debt service and other obligations due to third parties within one year after the Amended Filing Date. The existence of these conditions and events raise substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period following the Amended Filing Date.

The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business for one year following the Amended Filing Date. As such, the accompanying unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.

As a result, all outstanding borrowings under the New Credit Agreements are classified as short term on the Consolidated Balance Sheets as of August 28, 2022 and May 29, 2022.

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 and cash equivalents and cash and cash equivalents, discontinued operations within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows:


(In thousands)	August 28, 2022		May 29, 2022		August 29, 2021		May 30, 2021
Cash and cash equivalents	$	4,222	$	1,643	$	1,406	$	1,159
Cash and cash equivalents, discontinued operations	—		—		41		136


Cash and cash equivalents	$	4,222	$	1,643	$	1,447	$	1,295

Inventories

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


(In thousands)	August 28, 2022		May 29, 2022
Finished goods	$	25,266	$	33,029
Raw materials	27,402		24,221
Work in progress	11,617		9,595
Total	$	64,285	$	66,845

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 no current economic conditions or forecasts that may affect future credit losses, the Company has determined that recent historical experience provides the best basis for estimating credit losses.

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

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

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


	Balance at beginning of period		Provision (benefit) for expected credit losses		Write offs, net of recoveries		Balance at end of period
Three months ended August 29, 2021	$	85	$	—	$	—	$	85
Three months ended August 28, 2022	$	65	$	—	$	—	$	65

Debt Issuance Costs

The Company records its line of credit debt issuance costs as an asset, and as such, $0.7 million and $1.7 million were recorded as Prepaid expenses and other current assets, and Other assets in the accompanying Consolidated Balance Sheets, respectively, as of August 28, 2022, and $0.7 million and $1.9 million, respectively, as of May 29, 2022. The Company records its term debt issuance costs as a contra-liability, and as such, $1.5 million and $3.6 million was recorded as Current portion of long-term debt, net, and Long-term debt, net in the accompanying Consolidated Balance Sheets, respectively, as of August 28, 2022 and $1.5 million and $4.0 million, respectively, as of May 29, 2022.

Financial Instruments

The Company’s financial instruments are primarily composed of commercial-term trade payables, 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 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 its 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), net 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 instruments. The components of AOCL, net of tax, are as follows:


(In thousands)	AOCL
Balance as of May 29, 2022	$	(586)

Amounts reclassified from OCI	300
Other comprehensive income, net	$	300
Balance as of August 28, 2022	$	(286)

The Company expects to reclassify approximately $0.3 million into earnings in the next 12 months.

Assets Held for Sale

In May 2021 the Board of Directors approved a plan to sell Curation Foods’ Rock Hill, South Carolina distribution facility. There was no impairment recorded in fiscal year 2021. The asset was sold on June 9, 2021 for gross proceeds of $1.1 million. A gain of $0.6 million was recorded upon the sale, which is included in loss from discontinued operations within the Consolidated Statements of Comprehensive (Loss) Income.

In May 2022 the Board of Directors approved a plan to sell the assets of Curation Foods’ BreatheWay packaging technology business. The $1.0 million carrying value of these assets ($0.9 million of inventory and $0.1 million net book value of property and equipment) are included in Prepaid expenses and other current assets on the Consolidated Balance Sheets as of May 29, 2022, and were classified as assets held for sale. There was no impairment recorded in fiscal year 2022. These assets were sold during the first quarter of fiscal year 2023 for net proceeds of $3.1 million. A gain of $2.1 million was recorded upon the sale, which is included in Selling, general and administrative within the Consolidated Statements of Comprehensive (Loss) Income.

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 of 12 years, and trademarks/tradenames and goodwill with indefinite useful lives.

Fair Value Measurements

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

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

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

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

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

As of August 28, 2022 and May 29, 2022, 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.

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 Prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets.

As of May 29, 2022, related to the assets of Curation Foods’ BreatheWay packaging technology business, the Company had $1.0 million in Prepaid expenses and other current assets within the Consolidated Balance Sheet meeting the criteria of held for sale. These assets are recognized at the lower of cost or fair value less cost to sell using market approach. The fair value of these assets are classified as level 3 in the fair value hierarchy due to a mix of unobservable inputs utilized such as independent research in the market as well as actual quotes from market participants.

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

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


	Fair Value at August 28, 2022						Fair Value at May 29, 2022
Assets:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets held for sale - nonrecurring	$	—	$	—	$	—	$	—	$	—	$	1,027
Current assets, discontinued operations
Assets held for sale - nonrecurring	—		86		—		—		—		—
Property & equipment, as restated	$	—	$	—	$	—	$	—	$	3,500	$	1,400
Customer relationships, as restated	$	—	$	—	$	—	$	—	$	—	$	4,000
Total assets	$	—	$	86	$	—	$	—	$	3,500	$	6,427

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.

Lifecore

Lifecore generates revenue from two integrated activities: 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.

Curation Foods

Curation Foods’ standard terms of sale, both prior to and following the Eat Smart Disposition, 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.

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)	Three Months Ended
Lifecore:	August 28, 2022		August 29, 2021
Contract development and manufacturing organization	$	18,247	$	17,789
Fermentation	5,456		4,163

Total	$	23,703	$	21,952


(In thousands)	Three Months Ended
Curation Foods:	August 28, 2022		August 29, 2021
Avocado products	$	17,093	$	16,962
Olive oil and wine vinegars	2,559		2,340
Technology	—		378
Total	$	19,652	$	19,680

Contract Assets and Liabilities

Contract assets primarily relate to the Company’s conditional right to consideration for work completed but not billed at the reporting date. The Company’s contract assets as of August 28, 2022 and May 29, 2022, were $12.8 million and $10.2 million, respectively.

Contract liabilities primarily relate to payments received from customers in advance of performance under the contract. The Company’s contract liabilities as of August 28, 2022 and May 29, 2022, were $0.8 million and $0.9 million, respectively.

Revenue recognized during the three months ended August 28, 2022, that was included in the contract liability balance at the beginning of fiscal year 2023, was $0.3 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.

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 U.S. Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”) the conduct under investigation, and these agencies have commenced an investigation. The Company has also disclosed the conduct under investigation to the Mexican Attorney General’s Office, which has commenced an investigation, and to Mexican regulatory agencies. The Company is cooperating in the government investigations and requests for information. The conduct at issue began prior to the Yucatan Acquisition, and the agreement for the Yucatan Acquisition provides the Company with certain indemnification rights that may allow the Company to recover the cost of a portion of the liabilities that have been and may be incurred by the Company in connection with these compliance matters. 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. Because recovery of amounts are contingent upon a legal settlement, no amounts have been recorded as recoverable costs for the three months ended August 28, 2022.

During the third quarter of fiscal year 2021 the Company reached a resolution with its insurance carrier that resulted in a recovery of $1.6 million which is recorded as a reduction of Selling, general and administrative in the Consolidated Statements of Operations for the fiscal year ended May 30, 2021. Absent further material developments in the investigation, the Company does not expect additional material recovery from the insurance carrier.

Correction of Error in Previously Reported Interim Financial Statements (Unaudited)

The Company is restating its previously issued unaudited consolidated financial statements as of and for the three months ended August 28, 2022 (“Prior Financial Statements”) as previously reported in our Quarterly Report on Form 10-Q and filed with the Securities and Exchange Commission on October 7, 2022 (the “Original Quarterly Report”).

The Company has assessed the materiality of these errors in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 99 (“SAB”), Materiality and SAB No. 108, Quantifying Financial Statement Misstatements, and has concluded that the errors are material to the financial statements and therefore the Prior Financial Statements should be

restated. The Restatement did not impact or require corrections to the financial information related to the Lifecore segment in the Prior Financial Statements.

This restatement reflected in the tables below results from corrections by us related to:

(i) adjustments to the amounts of depreciation of property and equipment and amortization of long-lived assets related to Yucatan Foods, including its related tax effect; and

(ii) adjustments to the amounts of property and equipment, customer relationships and tradename resulting from the impairment of long-lived and indefinite-lived assets related to Yucatan Foods.

The effects of these errors on our previously reported unaudited consolidated balance sheet as presented in the Original Quarterly Report are as follows:


	As reported				As restated
(in thousands)	August 28, 2022		Adjustment		August 28, 2022
ASSETS
Property and equipment, net	$	129,024	$	(11,473)	$	117,551
Trademarks/tradenames, net	$	8,400	$	300	$	8,700
Customer relationships, net	$	6,875	$	(5,529)	$	1,346
Total Assets	$	285,800	$	(16,702)	$	269,098

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deferred tax liability, net	$	291	$	(167)	$	124
Total Liabilities	$	188,901	$	(167)	$	188,734
Accumulated deficit	$	(70,915)	$	(16,535)	$	(87,450)
Total Stockholders’ Equity	$	96,899	$	(16,535)	$	80,364
Total Liabilities and Stockholders’ Equity	$	285,800	$	(16,702)	$	269,098

The effects of this error on our previously reported interim consolidated statement of comprehensive (loss) income for the three-month period ended August 28, 2022 as presented in the Original Prior Quarterly Report are as follows:


	Three Months Ended
	As reported				As restated
	August 28, 2022		Adjustment		August 28, 2022
Product sales	$	43,355	$	—	$	43,355
Cost of product sales	37,534		(431)		37,103
Gross profit	5,821		431		6,252
Operating costs and expenses:
Research and development	2,048		—		2,048
Selling, general and administrative	10,883		(222)		10,661



Restructuring costs	1,047		—		1,047
Total operating costs and expenses	13,978		(222)		13,756
Operating loss	(8,157)		653		(7,504)

Interest income	15		—		15
Interest expense	(3,678)		—		(3,678)

Other income (expense), net	(180)		—		(180)
Net loss before tax	(12,000)		653		(11,347)
Income tax (expense) benefit	(64)		60		(4)
Net loss from continuing operations	(12,064)		713		(11,351)




Loss from discontinued operations, net of tax	—		—		—
Net loss	$	(12,064)	$	713	$	(11,351)

Basic net loss per share:
Loss from continuing operations	$	(0.41)	$	0.03	$	(0.38)
Loss from discontinued operations	—		—		—
Total basic net loss per share	$	(0.41)	$	0.03	$	(0.38)

Diluted net loss per share:
Loss from continuing operations	$	(0.41)	$	0.03	$	(0.38)
Loss from discontinued operations	—		—		—
Total diluted net loss per share	$	(0.41)	$	0.03	$	(0.38)








Total comprehensive loss	$	(11,764)	$	713	$	(11,051)

The effects of this error on our previously reported consolidated statement of changes in stockholders' equity for the year ended August 28, 2022 as presented in the Prior Quarterly Report are as follows:


	As reported		As reported		Adjustment		As restated		As restated
	Retained Earnings (Accumulated Deficit)		Total Stockholders’ Equity				Retained Earnings (Accumulated Deficit)		Total Stockholders’ Equity
(In thousands)
Balance at May 29, 2022	$	(58,851)	$	107,945	$	(17,248)	$	(76,099)	$	90,697
Issuance of stock under stock plans, net of shares withheld	—		—		—		—		—
Taxes paid by Company for employee stock plans	—		(67)		—		—		(67)
Stock-based compensation	—		785		—		—		785
Net loss	(12,064)		(12,064)		713		(11,351)		(11,351)
Other comprehensive income, net of tax	—		300		—		—		300
Balance at August 28, 2022	$	(70,915)	$	96,899	$	(16,535)	$	(87,450)	$	80,364

The effects of this error on our previously reported consolidated statement of cash flows for the three-month period ended August 28, 2022 as presented in the Original Prior Quarterly Report are as follows:


	Three Months Ended
	As reported				As restated
(in thousands)	August 28, 2022		Adjustment		August 28, 2022
Cash flows from operating activities:
Net loss	$	(12,064)	$	713	$	(11,351)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, amortization of intangibles, debt costs and right-of-use assets	$	5,009	$	(653)	$	4,356
Deferred taxes	$	43	$	(60)	$	(17)









Net cash (used in) provided by operating activities	$	(1,533)	$	—	$	(1,533)

The effects of this error on our previously reported diluted earnings per share for the three-month period ended August 28, 2022 as presented in Note 4 - Diluted Earnings of the unaudited consolidated financial statements reported in the Original Prior Quarterly Report are as follows:


	Three Months Ended
	As reported				As restated
(in thousands, except per share amounts)	August 28, 2022		Adjustment		August 28, 2022
Numerator:
Net loss	$	(12,064)	$	713	$	(11,351)

Denominator:
Weighted average shares for basic and diluted net loss per share	29,577		—		29,577

Basic Diluted net loss per share	$	(0.41)	$	0.03	$	(0.38)

The effects of this error on our previously reported income taxes per share for the three-month period ended August 28, 2022 as presented in Note 5 - Income Taxes of the unaudited consolidated financial statements reported in the Original Prior Quarterly Report are as follows:


	Three Months Ended
	As reported						As restated
(in thousands, except effective tax rate)	August 28, 2022			Adjustment			August 28, 2022

Income tax (expense) benefit	$	0.1	million	$	(0.1)	million	$	4.0	thousand
Effective Tax Rate	0.5		%	(0.5)		%	—		%

The effects of this error on our previously reported operations by business segment for the three-month period ended August 28, 2022 as presented in Note 7 - Business Segment Reporting of the unaudited consolidated financial statements reported in the Original Prior Quarterly Report are as follows:


(In Thousands)	Lifecore		Curation Foods		Other		Total
Three Months Ended August 28, 2022
Depreciation and amortization, as reported	$	1,771	$	2,820	$	11	$	4,602
Adjustment	—		(653)		—		(653)
Depreciation and amortization, as restated	$	1,771	$	2,167	$	11	$	3,949

Net income (loss) from continuing operations, as reported	$	502	$	(3,374)	$	(9,192)	$	(12,064)
Adjustment	—		653		60		713
Net income (loss) from continuing operations, as restated	$	502	$	(2,721)	$	(9,132)	$	(11,351)

Gross Profit, as reported	$	6,101	$	(280)	$	—	$	5,821
Adjustment	—		431		—		431
Gross Profit, as restated	$	6,101	$	151	$	—	$	6,252

Income tax (benefit) expense, as reported	$	158	$	(1,065)	$	971	$	64
Adjustment	—		—		(60)		(60)
Income tax (benefit) expense, as restated	$	158	$	(1,065)	$	911	$	4

Stock-based Compensation and Stockholders' Equity (Tables)

3 Months Ended

Aug. 28, 2022

Share-Based Payment Arrangement [Abstract]

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

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


	Three Months Ended
(In thousands)	August 28, 2022		August 29, 2021
Continuing operations:
Cost of product sales	$	101	$	81
Research and development	90		49
Selling, general and administrative	594		534
Discontinued Operations:
Cost of product sales	—		(44)
Total stock-based compensation	$	785	$	620

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Aug. 28, 2022	May 29, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	29,593,000	29,513,000
Common stock, shares outstanding (in shares)	29,593,000	29,513,000

Restructuring Costs - Schedule of Restructuring Related Activities (Details) - USD ($) $ in Thousands	3 Months Ended	39 Months Ended
	Aug. 28, 2022	Aug. 28, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 1,047	$ 17,825
Asset write-off costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		7,970
Employee severance and benefit costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	208	1,551
Lease costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	20	2,264
Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	819	6,040
Curation Foods
Restructuring Cost and Reserve [Line Items]
Restructuring costs	422	11,074
Curation Foods \| Asset write-off costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		7,552
Curation Foods \| Employee severance and benefit costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	208	767
Curation Foods \| Lease costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	20	2,238
Curation Foods \| Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	194	517
Other
Restructuring Cost and Reserve [Line Items]
Restructuring costs	625	6,751
Other \| Asset write-off costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		418
Other \| Employee severance and benefit costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0	784
Other \| Lease costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0	26
Other \| Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 625	$ 5,523

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Equity Statement (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ 90,697	$ 202,784
Taxes paid by Company for employee stock plans	(67)	(428)
Stock-based compensation	785
Net loss	(11,351)	(9,477)
Other comprehensive income, net of tax	300	366
Ending balance	80,364	193,865
Retained Earnings (Accumulated Deficit)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(76,099)	38,580
Net loss	(11,351)	(9,477)
Ending balance	(87,450)	$ 29,103
As reported
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	107,945
Taxes paid by Company for employee stock plans	(67)
Stock-based compensation	785
Net loss	(12,064)
Other comprehensive income, net of tax	300
Ending balance	96,899
As reported \| Retained Earnings (Accumulated Deficit)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(58,851)
Net loss	(12,064)
Ending balance	(70,915)
Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	713
Ending balance	(16,535)
Adjustment \| Retained Earnings (Accumulated Deficit)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(17,248)
Net loss	713
Ending balance	$ (16,535)

- Definition

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

+ References

+ 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

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: 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(31))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: 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(29))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: 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(30))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents (Details) - USD ($) $ in Thousands	Aug. 28, 2022	May 29, 2022	Aug. 29, 2021	May 30, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 4,222	$ 1,643	$ 1,406	$ 1,159
Cash and cash equivalents, discontinued operations	0	0	41	136
Cash and cash equivalents	$ 4,222	$ 1,643	$ 1,447	$ 1,295

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at May. 30, 2021		29,333
Beginning balance at May. 30, 2021	$ 202,784	$ 29	$ 165,533	$ 38,580	$ (1,358)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under stock plans, net of shares withheld (in shares)		129
Issuance of stock under stock plans, net of shares withheld	0
Taxes paid by Company for employee stock plans	(428)		(428)
Stock-based compensation	620		620
Net loss	(9,477)			(9,477)
Other comprehensive income, net of tax	366				366
Ending balance (in shares) at Aug. 29, 2021		29,462
Ending balance at Aug. 29, 2021	$ 193,865	$ 29	165,725	29,103	(992)
Beginning balance (in shares) at May. 29, 2022	29,513	29,513
Beginning balance at May. 29, 2022	$ 90,697	$ 30	167,352	(76,099)	(586)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under stock plans, net of shares withheld (in shares)		80
Issuance of stock under stock plans, net of shares withheld	0
Taxes paid by Company for employee stock plans	(67)		(67)
Stock-based compensation	785		785
Net loss	(11,351)			(11,351)
Other comprehensive income, net of tax	$ 300				300
Ending balance (in shares) at Aug. 28, 2022	29,593	29,593
Ending balance at Aug. 28, 2022	$ 80,364	$ 30	$ 168,070	$ (87,450)	$ (286)

- Definition

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

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Aug. 28, 2022	May 29, 2022
Debt Disclosure [Abstract]
Long-term debt	$ 103,712	$ 103,712
Less: unamortized debt issuance costs	(5,143)	(5,534)
Total long-term debt, net of unamortized debt issuance costs	98,569	98,178
Less: current portion of long-term debt, net	(98,569)	(98,178)
Long-term debt, net	$ 0	$ 0

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

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

3 Months Ended

Aug. 28, 2022

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents


(In thousands)	August 28, 2022		May 29, 2022		August 29, 2021		May 30, 2021
Cash and cash equivalents	$	4,222	$	1,643	$	1,406	$	1,159
Cash and cash equivalents, discontinued operations	—		—		41		136


Cash and cash equivalents	$	4,222	$	1,643	$	1,447	$	1,295

Schedule of Inventories

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


(In thousands)	August 28, 2022		May 29, 2022
Finished goods	$	25,266	$	33,029
Raw materials	27,402		24,221
Work in progress	11,617		9,595
Total	$	64,285	$	66,845

Schedule of Financing Receivable, Allowance for Credit Loss

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


	Balance at beginning of period		Provision (benefit) for expected credit losses		Write offs, net of recoveries		Balance at end of period
Three months ended August 29, 2021	$	85	$	—	$	—	$	85
Three months ended August 28, 2022	$	65	$	—	$	—	$	65

Schedule of Accumulated Other Comprehensive Loss

The Company’s OCI consists of net deferred gains and losses on its interest rate swap derivative instruments. The components of AOCL, net of tax, are as follows:


(In thousands)	AOCL
Balance as of May 29, 2022	$	(586)

Amounts reclassified from OCI	300
Other comprehensive income, net	$	300
Balance as of August 28, 2022	$	(286)

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

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


	Fair Value at August 28, 2022						Fair Value at May 29, 2022
Assets:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets held for sale - nonrecurring	$	—	$	—	$	—	$	—	$	—	$	1,027
Current assets, discontinued operations
Assets held for sale - nonrecurring	—		86		—		—		—		—
Property & equipment, as restated	$	—	$	—	$	—	$	—	$	3,500	$	1,400
Customer relationships, as restated	$	—	$	—	$	—	$	—	$	—	$	4,000
Total assets	$	—	$	86	$	—	$	—	$	3,500	$	6,427

Schedule of Disaggregation of Revenue


(In thousands)	Three Months Ended
Lifecore:	August 28, 2022		August 29, 2021
Contract development and manufacturing organization	$	18,247	$	17,789
Fermentation	5,456		4,163

Total	$	23,703	$	21,952


(In thousands)	Three Months Ended
Curation Foods:	August 28, 2022		August 29, 2021
Avocado products	$	17,093	$	16,962
Olive oil and wine vinegars	2,559		2,340
Technology	—		378
Total	$	19,652	$	19,680

Schedule of Error Corrections and Prior Period Adjustments


	As reported				As restated
(in thousands)	August 28, 2022		Adjustment		August 28, 2022
ASSETS
Property and equipment, net	$	129,024	$	(11,473)	$	117,551
Trademarks/tradenames, net	$	8,400	$	300	$	8,700
Customer relationships, net	$	6,875	$	(5,529)	$	1,346
Total Assets	$	285,800	$	(16,702)	$	269,098

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deferred tax liability, net	$	291	$	(167)	$	124
Total Liabilities	$	188,901	$	(167)	$	188,734
Accumulated deficit	$	(70,915)	$	(16,535)	$	(87,450)
Total Stockholders’ Equity	$	96,899	$	(16,535)	$	80,364
Total Liabilities and Stockholders’ Equity	$	285,800	$	(16,702)	$	269,098


	Three Months Ended
	As reported				As restated
	August 28, 2022		Adjustment		August 28, 2022
Product sales	$	43,355	$	—	$	43,355
Cost of product sales	37,534		(431)		37,103
Gross profit	5,821		431		6,252
Operating costs and expenses:
Research and development	2,048		—		2,048
Selling, general and administrative	10,883		(222)		10,661



Restructuring costs	1,047		—		1,047
Total operating costs and expenses	13,978		(222)		13,756
Operating loss	(8,157)		653		(7,504)

Interest income	15		—		15
Interest expense	(3,678)		—		(3,678)

Other income (expense), net	(180)		—		(180)
Net loss before tax	(12,000)		653		(11,347)
Income tax (expense) benefit	(64)		60		(4)
Net loss from continuing operations	(12,064)		713		(11,351)




Loss from discontinued operations, net of tax	—		—		—
Net loss	$	(12,064)	$	713	$	(11,351)

Basic net loss per share:
Loss from continuing operations	$	(0.41)	$	0.03	$	(0.38)
Loss from discontinued operations	—		—		—
Total basic net loss per share	$	(0.41)	$	0.03	$	(0.38)

Diluted net loss per share:
Loss from continuing operations	$	(0.41)	$	0.03	$	(0.38)
Loss from discontinued operations	—		—		—
Total diluted net loss per share	$	(0.41)	$	0.03	$	(0.38)








Total comprehensive loss	$	(11,764)	$	713	$	(11,051)


	As reported		As reported		Adjustment		As restated		As restated
	Retained Earnings (Accumulated Deficit)		Total Stockholders’ Equity				Retained Earnings (Accumulated Deficit)		Total Stockholders’ Equity
(In thousands)
Balance at May 29, 2022	$	(58,851)	$	107,945	$	(17,248)	$	(76,099)	$	90,697
Issuance of stock under stock plans, net of shares withheld	—		—		—		—		—
Taxes paid by Company for employee stock plans	—		(67)		—		—		(67)
Stock-based compensation	—		785		—		—		785
Net loss	(12,064)		(12,064)		713		(11,351)		(11,351)
Other comprehensive income, net of tax	—		300		—		—		300
Balance at August 28, 2022	$	(70,915)	$	96,899	$	(16,535)	$	(87,450)	$	80,364


	Three Months Ended
	As reported				As restated
(in thousands)	August 28, 2022		Adjustment		August 28, 2022
Cash flows from operating activities:
Net loss	$	(12,064)	$	713	$	(11,351)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, amortization of intangibles, debt costs and right-of-use assets	$	5,009	$	(653)	$	4,356
Deferred taxes	$	43	$	(60)	$	(17)









Net cash (used in) provided by operating activities	$	(1,533)	$	—	$	(1,533)


	Three Months Ended
	As reported				As restated
(in thousands, except per share amounts)	August 28, 2022		Adjustment		August 28, 2022
Numerator:
Net loss	$	(12,064)	$	713	$	(11,351)

Denominator:
Weighted average shares for basic and diluted net loss per share	29,577		—		29,577

Basic Diluted net loss per share	$	(0.41)	$	0.03	$	(0.38)


	Three Months Ended
	As reported						As restated
(in thousands, except effective tax rate)	August 28, 2022			Adjustment			August 28, 2022

Income tax (expense) benefit	$	0.1	million	$	(0.1)	million	$	4.0	thousand
Effective Tax Rate	0.5		%	(0.5)		%	—		%


(In Thousands)	Lifecore		Curation Foods		Other		Total
Three Months Ended August 28, 2022
Depreciation and amortization, as reported	$	1,771	$	2,820	$	11	$	4,602
Adjustment	—		(653)		—		(653)
Depreciation and amortization, as restated	$	1,771	$	2,167	$	11	$	3,949

Net income (loss) from continuing operations, as reported	$	502	$	(3,374)	$	(9,192)	$	(12,064)
Adjustment	—		653		60		713
Net income (loss) from continuing operations, as restated	$	502	$	(2,721)	$	(9,132)	$	(11,351)

Gross Profit, as reported	$	6,101	$	(280)	$	—	$	5,821
Adjustment	—		431		—		431
Gross Profit, as restated	$	6,101	$	151	$	—	$	6,252

Income tax (benefit) expense, as reported	$	158	$	(1,065)	$	971	$	64
Adjustment	—		—		(60)		(60)
Income tax (benefit) expense, as restated	$	158	$	(1,065)	$	911	$	4

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Numerator:
Net loss	$ (11,351)	$ (9,477)
Denominator:
Weighted average shares for basic net loss per share (in shares)	29,577	29,424
Weighted average shares for diluted net loss per share (in shares)	29,577	29,424
Basic net loss per share (in dollars per share)	$ (0.38)	$ (0.32)
Diluted net loss per share (in dollars per share)	$ (0.38)	$ (0.32)
As reported
Numerator:
Net loss	$ (12,064)
Denominator:
Weighted average shares for basic net loss per share (in shares)	29,577
Weighted average shares for diluted net loss per share (in shares)	29,577
Basic net loss per share (in dollars per share)	$ (0.41)
Diluted net loss per share (in dollars per share)	$ (0.41)
Adjustment
Numerator:
Net loss	$ 713
Denominator:
Weighted average shares for basic net loss per share (in shares)	0
Weighted average shares for diluted net loss per share (in shares)	0
Basic net loss per share (in dollars per share)	$ 0.03
Diluted net loss per share (in dollars per share)	$ 0.03

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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

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

+ References

+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Cash flows from operating activities:
Net loss	$ (11,351)	$ (9,477)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation, amortization of intangibles, debt costs and right-of-use assets	4,356	5,054
Gain on sale of BreatheWay	(2,108)	0
Stock-based compensation expense	785	620
Deferred taxes	(17)	(2,138)
Gain on disposal of property and equipment related to restructuring, net	0	(92)
Provision for expected credit losses	0	60
Net loss on disposal of property and equipment held and used	0	16
Other, net	(18)	(70)
Changes in current assets and current liabilities:
Accounts receivable, net	7,238	7,997
Inventory	2,560	248
Prepaid expenses and other current assets	(761)	(2,697)
Accounts payable	581	1,517
Accrued compensation	(2,865)	(3,131)
Other accrued liabilities	183	2,838
Deferred revenue	(116)	86
Net cash (used in) provided by operating activities	(1,533)	831
Cash flows from investing activities:
Proceeds from sale of BreatheWay, net	3,135	0
Purchases of property and equipment	(2,929)	(7,913)
Sale of Investment in non-public company	0	45,100
Proceeds from sales of property and equipment	0	1,082
Net cash provided by investing activities	206	38,269
Cash flows from financing activities:
Payments on long-term debt	(27)	(41,388)
Proceeds from lines of credit	4,000	8,000
Payments on lines of credit	0	(5,000)
Taxes paid by Company for employee stock plans	(67)	(428)
Payments for debt issuance costs	0	(132)
Net cash provided by (used in) financing activities	3,906	(38,948)
Net increase in cash and cash equivalents	2,579	152
Cash and cash equivalents, beginning of period	1,643	1,295
Cash and cash equivalents, end of period	4,222	1,447
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment on trade vendor credit	$ 2,243	$ 1,994

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) shares in Thousands	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Income Statement [Abstract]
Product sales	$ 43,355,000	$ 41,632,000
Cost of product sales	37,103,000	31,197,000
Gross profit	6,252,000	10,435,000
Operating costs and expenses:
Research and development	2,048,000	1,873,000
Selling, general and administrative	10,661,000	9,470,000
Restructuring costs	1,047,000	1,834,000
Total operating costs and expenses	13,756,000	13,177,000
Operating loss	(7,504,000)	(2,742,000)
Interest income	15,000	27,000
Interest expense	(3,678,000)	(6,678,000)
Other income (expense), net	(180,000)	109,000
Net loss before tax	(11,347,000)	(9,284,000)
Income tax (expense) benefit	(4,000.0)	1,651,000
Net loss from continuing operations	(11,351,000)	(7,633,000)
Loss from discontinued operations, net of tax	0	(1,844,000)
Net loss	$ (11,351,000)	$ (9,477,000)
Basic net loss per share:
Loss from continuing operations - basic (in dollars per share)	$ (0.38)	$ (0.26)
Loss from discontinued operations- basic (in dollars per share)	0	(0.06)
Total basic net loss per share (in dollars per share)	(0.38)	(0.32)
Diluted net loss per share:
Loss from continuing operations - diluted (in dollars per share)	(0.38)	(0.26)
Loss from discontinued operations- diluted (in dollars per share)	0	(0.06)
Total diluted net loss per share (in dollars per share)	$ (0.38)	$ (0.32)
Shares used in per share computation:
Basic (in shares)	29,577	29,424
Diluted (in shares)	29,577	29,424
Other comprehensive income (loss), net of tax:
Net unrealized gain (losses) on interest rate swaps (net of tax effect of $(16) and $(90))	$ 300,000	$ 366,000
Other comprehensive income, net	300,000	366,000
Total comprehensive loss	$ (11,051,000)	$ (9,111,000)
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Product [Member]	Product [Member]
Cost, Product and Service [Extensible Enumeration]	Product [Member]	Product [Member]

Investment in Non-public Company	3 Months Ended
Investment in Non-public Company	Aug. 28, 2022
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 represented a 26.9% ownership interest in Windset. The Senior A preferred shares yielded a cash dividend of 7.5% annually. The dividend was payable within 90 days of each anniversary of the execution of the Windset Purchase Agreement. The non-voting junior preferred stock did not yield a dividend unless declared by the Board of Directors of Windset and no such dividend has been declared. On June 1, 2021, the Company and Curation Foods entered into and closed a Share Purchase Agreement (the “Purchase Agreement”) with Newell Capital Corporation and Newell Brothers Investment 2 Corp., as Purchasers (the “Purchasers”) and Windset, pursuant to which Curation Foods sold all of its equity interests of Windset to the Purchasers in exchange for an aggregate purchase price of $45.1 million.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Aug. 28, 2022	May 29, 2022
Current Assets:
Cash and cash equivalents	$ 4,222	$ 1,643
Accounts receivable, less allowance for credit losses	40,934	48,172
Inventories	64,285	66,845
Prepaid expenses and other current assets	7,157	7,052
Total Current Assets	116,598	123,712
Property and equipment, net	117,551	118,531
Operating lease right-of-use assets	8,229	8,580
Goodwill	13,881	13,881
Trademarks/tradenames, net	8,700	8,700
Customer relationships, net	1,346	1,400
Other assets	2,793	3,002
Total Assets	269,098	277,806
Current Liabilities:
Accounts payable	16,366	15,802
Accrued compensation	6,373	9,238
Other accrued liabilities	7,832	7,647
Current portion of lease liabilities	5,021	5,026
Deferred revenue	803	919
Line of credit	44,000	40,000
Current portion of long-term debt, net	98,569	98,178
Total Current Liabilities	178,964	176,810
Long-term debt, net	0	0
Long-term lease liabilities	9,447	9,983
Deferred tax liability, net	124	126
Other non-current liabilities	199	190
Total Liabilities	188,734	187,109
Stockholders’ Equity:
Common stock, $0.001 par value; 50,000 shares authorized; 29,593 and 29,513 shares issued and outstanding at August 28, 2022 and May 29, 2022, respectively	30	30
Additional paid-in capital	168,070	167,352
Retained earnings (accumulated deficit)	(87,450)	(76,099)
Accumulated other comprehensive loss	(286)	(586)
Total Stockholders’ Equity	80,364	90,697
Total Liabilities and Stockholders’ Equity	$ 269,098	$ 277,806

Business Segment Reporting (Tables)

3 Months Ended

Aug. 28, 2022

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, excluding discontinued operations:


	Three Months Ended
(In millions)	August 28, 2022		August 29, 2021
Switzerland	$	4.0	$	3.4
Canada	3.7		3.5




All Other Countries	1.9		1.7

Schedule of Segment Reporting Information, by Segment

Operations by business segment consisted of the following:


(In thousands)	Lifecore		Curation Foods		Other		Total
			As restated				As restated
Three Months Ended August 28, 2022
Net sales	$	23,703	$	19,652	$	—	$	43,355
Gross profit	6,101		151		—		6,252
Net (loss) income from continuing operations	502		(2,721)		(9,132)		(11,351)
Loss from discontinued operations, net of tax	—		—		—		—
Depreciation and amortization	1,771		2,167		11		3,949

Interest income	15		—		—		15
Interest expense	—		—		3,678		3,678
Income tax (benefit) expense	158		(1,065)		911		4
Corporate overhead allocation	1,038		334		(1,372)		—













Three Months Ended August 29, 2021
Net sales	$	21,952	$	19,680	$	—	$	41,632
Gross profit	5,764		4,671		—		10,435
Net (loss) income from continuing operations	580		(284)		(7,929)		(7,633)
Loss from discontinued operations, net of tax	—		(1,844)		—		(1,844)
Depreciation and amortization	1,547		881		26		2,454

Interest income	20		—		7		27
Interest expense	—		137		6,541		6,678
Income tax (benefit) expense	183		(218)		(1,616)		(1,651)
Corporate overhead allocation	1,137		1,471		(2,608)		—

Restructuring Costs (Tables)

3 Months Ended

Aug. 28, 2022

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

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


(in thousands)	Curation Foods		Other		Total
Three Months Ended August 28, 2022

Employee severance and benefit costs	$	208	$	—	$	208
Lease costs	20		—		20
Other restructuring costs	194		625		819
Total restructuring costs	$	422	$	625	$	1,047


	Curation Foods		Other		Total
(in thousands)
Asset write-off costs, net	$	7,552	$	418	$	7,970
Employee severance and benefit costs	767		784		1,551
Lease costs	2,238		26		2,264
Other restructuring costs	517		5,523		6,040
Total restructuring costs	$	11,074	$	6,751	$	17,825

Subsequent Events	3 Months Ended
Subsequent Events	Aug. 28, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Securities Purchase Agreement On November 25, 2022, the Company simultaneously signed and closed a Securities Purchase Agreement (the “Agreement”) with entities affiliated with an existing shareholder for the sale and issuance of 627,746 shares of its Common Stock (par value $0.001 per share) at a price per share equal to $7.97, for an aggregate purchase price of $5.0 million. Pursuant to the Agreement, the Company granted the purchasers certain piggyback registration rights and agreed, among other things, to indemnify such parties under any registration statement filed that includes the shares from certain losses, claims, damages and liabilities. The proceeds will be used for capital expenditures associated with equipment manufacturing milestones based on demand from the Company’s development pipeline. Limited waiver and Fourth Amendment to Term Loan and Revolver Credit Agreements On January 9, 2023, the Company entered into a Limited Waiver and Fourth Amendment to its existing term loan agreement with Goldman Sachs Specialty Lending Group, L.P. and Guggenheim Credit Services, LLC (“Amended Term Loan”) and its revolver credit agreement with BMO Harris Bank, N.A. (“Amended Revolver Credit Agreement” together with the Amended Term Loan, the “Credit Agreements”). Among other things, the limited waiver provided relief from events of default under the Credit Agreements related to certain financial covenant requirements as of November 27, 2022. There were no changes to the respective lending parties to the Credit Agreements. The Credit Agreements also provided for certain updates to the existing terms and covenants, including waiving the Fixed Charge Coverage and Leverage Ratios for the quarters ending November 27, 2022 and February 26, 2023 and were revised for all subsequent quarters; and the Minimum Consolidated Liquidity was reduced from $7.5 million to $1.0 million for the period from the effective date of the Amended Term Loan until May 28, 2023, then increasing to $7.5 million for subsequent periods. The Credit Agreements do not provide for any waiver of current or forecasted covenant violations as of the date of issuance of the consolidated financial statements. Amended Term Loan Pursuant to the Amended Term Loan, the term loan facility will remain at $170.0 million (comprised of the Initial Term Loan and Multi-Draw Term Loan, collectively, the “Term Loan”). The Amended Term Loan provides for principal payments by the Company of 5% per annum, payable quarterly in arrears in equal installments, commencing on February 28, 2025 (formerly March 30, 2023) with the remainder due at its original maturity date of December 25, 2025. Interest on the amounts outstanding under the Term Loan will include payment-in-kind interest (“PIK interest”) at the annual rate of 2%. The PIK interest expense charges will be added to the outstanding principal of the Term Loan. There were no changes to the spreads used in the determination of interest. Interest on the Term Loan is at a per annum rate based on either (i) the base rate plus a spread of 7.50% for the Initial Term Lean; or (ii) the SOFR rate plus a spread of 8.50% % for the Multi-Draw Loan. The Company paid a one-time amendment fee to the Term Loan lenders in an amount equal to 3% of the principal amount as of January 9, 2023. Amended Revolver Credit Agreement Pursuant to the Amended Revolver Credit, the revolving line of credit commitment was reduced from $75.0 million to $60.0 million. This commitment was further reduced to $50.0 million upon the sale of Yucatan. The Amended Revolver Credit maintained the original maturity date of December 25, 2025. There were no changes to the spreads used in the determination of the interest rate. Interest on Revolver is based upon the Company’s average availability, at a per annum rate of either (i) secured overnight finance rate or SOFR rate (formerly used LIBOR) 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%; and plus (iii) for the period from December 1, 2022 until January 31, 2023, additional 2% per annum. Series A Preferred Share Purchase Agreement On January 9, 2023, the Company simultaneously signed and closed a Securities Purchase Agreement (the “Purchase Agreement”) with a group of qualified investors. Pursuant to the Purchase Agreement, the Company issued and sold an aggregate of 38,750 shares of a new series of convertible preferred stock of the Company designated as Series A Preferred Shares, par value $0.001 per share (the “Preferred Shares") for an aggregate of $38.75 million. The Preferred Shares rank senior to the Company’s Common Stock with respect to dividends, distributions and payments on liquidation, winding up and dissolution. Each holder of Preferred Shares has the right, at its option, to convert its Preferred Share, in whole or in part, into fully paid and non-assessable shares of our Common Stock at an initial conversion price equal to $7.00 per share. The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events, and is also subject to adjustment in the event of subsequent offerings of Common Stock or convertible securities by the Company for less than the conversion price. Immediately following the Closing, two Series A Preferred Share Directors were appointed to the Company’s Board of Directors. Sale of Curation Foods’ Avocado Business On February 7, 2023, the Company simultaneously signed and closed a Securities Purchase Agreement for the sale of all its outstanding equity interests in its Curation Foods’ avocado products business (the "SPA") for an aggregate purchase price of $17.5 million in cash, subject to customary net working capital adjustments (the “Sale”). The SPA included a working capital adjustment period, various representations, warranties, and covenants of the parties generally customary for a transaction of this nature. The Company has entered into a Transition Services Agreement with the buyer to provide for a customary and orderly transition of the business, and such fees earned, and costs incurred for such transition services shall be included in continuing operations in subsequent periods. The Company expects to recognize a loss on the Sale in the third quarter ended February 26, 2023 of approximately $15 million to $17 million.

Income Taxes (Details) - USD ($)	3 Months Ended
Income Taxes (Details) - USD ($)	Aug. 28, 2022	Aug. 29, 2021	May 29, 2022
Income Tax Disclosure [Abstract]
Income tax benefit	$ 4,000.0	$ (1,651,000)
Effective tax rate	0.00%	(18.00%)
Unrecognized tax benefits	$ 1,100,000		$ 1,000,000
Unrecognized tax benefits that would result in an adjustment to effective tax rate	$ 1,000,000		$ 900,000

- Definition

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

+ References + Details

Discontinued Operations (Details) - Discontinued Operations - Eat Smart Business $ in Thousands	3 Months Ended
	Aug. 29, 2021 USD ($)
Disposal Group, Including Discontinued Operation, Income Statement
Product sales	$ 87,156
Cost of product sales	80,072
Gross profit	7,084
Operating costs and expenses:
Research and development	953
Selling, general and administrative	6,469
Restructuring costs	728
Total operating costs and expenses	8,150
Operating loss	(1,066)
Dividend income	0
Interest expense	(1,239)
Loss from discontinued operations before taxes	(2,305)
Income tax benefit	461
Loss from discontinued operations, net of tax	$ (1,844)

Subsequent Events (Details) - USD ($)				3 Months Ended
Subsequent Events (Details) - USD ($)	Jan. 09, 2023	Nov. 25, 2022	Dec. 31, 2020	Nov. 27, 2022	Jun. 01, 2023	Jan. 08, 2023	Aug. 28, 2022	May 29, 2022
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)							$ 0.001	$ 0.001
Term Loan
Subsequent Event [Line Items]
Debt instrument, face amount			$ 170,000,000
Quarterly payment, percent of principal			5.00%
Percent of prepayment penalty			3.00%
Term Loan \| LIBOR
Subsequent Event [Line Items]
Basis spread on variable rate			2.00%
Term Loan \| Base Rate
Subsequent Event [Line Items]
Basis spread on variable rate			7.50%
Term Loan \| SOFR
Subsequent Event [Line Items]
Basis spread on variable rate			8.50%
Revolving Credit Facility \| Refinanced Revolver
Subsequent Event [Line Items]
Revolving line of credit			$ 75,000,000
Revolving Credit Facility \| Forecast \| Credit Agreements
Subsequent Event [Line Items]
Revolving line of credit					$ 7,500,000
Subsequent Event \| Series A Preferred Stock
Subsequent Event [Line Items]
Number of shares issued in transaction (in shares)	38,750
Price per share sold (usd per share)	$ 0.001
Consideration received on transaction	$ 38,750,000
Preferred stock conversion price (usd per share)	$ 7.00
Subsequent Event \| Common Stock
Subsequent Event [Line Items]
Number of shares issued in transaction (in shares)		627,746
Common stock, par value (in dollars per share)		$ 0.001
Price per share sold (usd per share)		$ 7.97
Consideration received on transaction		$ 5,000,000
Subsequent Event \| Curation Foods’ Avocado Business \| Discontinued Operations, Disposed of by Sale
Subsequent Event [Line Items]
Consideration for disposition	$ 17,500,000
Subsequent Event \| Minimum \| Curation Foods’ Avocado Business \| Discontinued Operations, Disposed of by Sale
Subsequent Event [Line Items]
Expected loss from sale of business				$ 15,000,000
Subsequent Event \| Maximum \| Curation Foods’ Avocado Business \| Discontinued Operations, Disposed of by Sale
Subsequent Event [Line Items]
Expected loss from sale of business				$ 17,000,000
Subsequent Event \| Revolving Credit Facility \| Credit Agreements
Subsequent Event [Line Items]
Revolving line of credit	1,000,000					$ 7,500,000
Subsequent Event \| Revolving Credit Facility \| Refinanced Revolver
Subsequent Event [Line Items]
Revolving line of credit	$ 60,000,000
Commitment fee percentage	0.375%
Revolver interest rate	2.00%
Subsequent Event \| Revolving Credit Facility \| Refinanced Revolver \| Upon Sale of Yucatan
Subsequent Event [Line Items]
Revolving line of credit	$ 50,000,000
Subsequent Event \| Revolving Credit Facility \| Refinanced Revolver \| Minimum \| Base Rate
Subsequent Event [Line Items]
Basis spread on variable rate	1.00%
Subsequent Event \| Revolving Credit Facility \| Refinanced Revolver \| Minimum \| SOFR
Subsequent Event [Line Items]
Basis spread on variable rate	2.00%
Subsequent Event \| Revolving Credit Facility \| Refinanced Revolver \| Maximum \| Base Rate
Subsequent Event [Line Items]
Basis spread on variable rate	1.50%
Subsequent Event \| Revolving Credit Facility \| Refinanced Revolver \| Maximum \| SOFR
Subsequent Event [Line Items]
Basis spread on variable rate	2.50%

Diluted Earnings Per Share (Tables)

3 Months Ended

Aug. 28, 2022

Earnings Per Share [Abstract]

Schedule of Computation of Diluted Net Income Per Share

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


	Three Months Ended
	As restated
(In thousands, except per share amounts)	August 28, 2022		August 29, 2021
Numerator:
Net loss	$	(11,351)	$	(9,477)
Denominator:
Weighted average shares for basic net loss per share	29,577		29,424
Effect of dilutive securities:
Stock options and restricted stock units	—		—
Weighted average shares for diluted net loss per share	29,577		29,424

Diluted net loss per share	$	(0.38)	$	(0.32)

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($)	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Income tax (benefit) expense	$ 4,000.0	$ (1,651,000)
Effective tax rate	0.00%	(18.00%)
As reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Income tax (benefit) expense	$ 64,000
Effective tax rate	0.50%
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Income tax (benefit) expense	$ (60,000)
Effective tax rate	(0.50%)

- Definition

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

+ References + Details

Restructuring Costs - Narrative (Details) $ in Millions	Aug. 28, 2022 USD ($)
Restructuring and Related Activities [Abstract]
Expected restructuring costs	$ 23.0

Discontinued Operations

3 Months Ended

Aug. 28, 2022

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

As discussed in Note 1 – Organization, Basis of Presentation, and Summary of Significant Accounting Policies – Eat Smart Sale and Discontinued Operations, on December 13, 2021, we completed the Eat Smart Disposition. Eat Smart represented a component of the business within the Curation Foods segment and its sale represents a strategic shift in the Company going forward. Accordingly, concurrent with the execution of the Asset Purchase Agreement, Eat Smart meets the accounting requirements for reporting as discontinued operations for all periods presented.

The key components of income from discontinued operations for the three months ended August 28, 2022 and August 29, 2021 were as follows (in thousands):


	Three Months Ended
	August 29, 2021
Product sales	$	87,156
Cost of product sales	80,072
Gross profit	7,084
Operating costs and expenses:
Research and development	953
Selling, general and administrative	6,469


Restructuring costs	728
Total operating costs and expenses	8,150
Operating loss	(1,066)
Dividend income	—
Interest expense	(1,239)

Loss from discontinued operations before taxes	(2,305)
Income tax benefit	461
Loss from discontinued operations, net of tax	$	(1,844)

Cash used in operating activities by the Eat Smart business totaled $0.0 million and $0.2 million for the three months ended August 28, 2022 and August 29, 2021, respectively. Cash provided by investing activities from the Eat Smart business totaled $0.0 million and $45.1 million for the three months ended August 28, 2022 and August 29, 2021, respectively. Depreciation and amortization expense of the Eat Smart business totaled $0.0 million and $2.3 million for the three months ended August 28, 2022 and August 29, 2021, respectively. Capital expenditures of the Eat Smart business totaled $0.0 million and $1.1 million for the three months ended August 28, 2022 and August 29, 2021, respectively.

Interest expense was allocated to discontinued operations based on the interest expense related to the amount of debt required to be paid down under the New Credit Agreements as a result of the Eat Smart Disposition.

There were no assets or liabilities of Eat Smart as of August 28, 2022 or May 29, 2022.

Business Segment Reporting

3 Months Ended

Aug. 28, 2022

Segment Reporting [Abstract]

Business Segment Reporting

Business Segment Reporting, As Restated

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 Lifecore segment, the Curation Foods segment, and the Other segment.

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 Curation Foods business includes (i) three natural food brands, including O Olive Oil & Vinegar, Yucatan Foods, and Cabo Fresh, and (ii) BreatheWay® activities. The Curation Foods segment includes sales of BreatheWay packaging to partners for fruit and vegetable products, sales of olive oils and wine vinegars under the O brand, and sales of avocado products under the brands Yucatan Foods and Cabo Fresh. In December 2021, the Company completed the Eat Smart Disposition. As a result, the Company met the requirements of ASC 205-20 to report the results of the Eat Smart business as discontinued operations. The operating results for the Eat Smart business, in all periods presented, have been reclassified to discontinued operations and are no longer reported in the Curation Foods business segment. See Note 1 – Organization, Basis of Presentation, and Summary of Significant Accounting Policies – Eat Smart Sale and Discontinued Operations for further discussion.

The Other segment includes corporate general and administrative expenses, non-Lifecore and non-Curation Foods interest expense, interest income, and income tax expenses. Corporate overhead is allocated between segments based on actual utilization and relative size.

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

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


	Three Months Ended
(In millions)	August 28, 2022		August 29, 2021
Switzerland	$	4.0	$	3.4
Canada	3.7		3.5




All Other Countries	1.9		1.7

Operations by business segment consisted of the following:


(In thousands)	Lifecore		Curation Foods		Other		Total
			As restated				As restated
Three Months Ended August 28, 2022
Net sales	$	23,703	$	19,652	$	—	$	43,355
Gross profit	6,101		151		—		6,252
Net (loss) income from continuing operations	502		(2,721)		(9,132)		(11,351)
Loss from discontinued operations, net of tax	—		—		—		—
Depreciation and amortization	1,771		2,167		11		3,949

Interest income	15		—		—		15
Interest expense	—		—		3,678		3,678
Income tax (benefit) expense	158		(1,065)		911		4
Corporate overhead allocation	1,038		334		(1,372)		—













Three Months Ended August 29, 2021
Net sales	$	21,952	$	19,680	$	—	$	41,632
Gross profit	5,764		4,671		—		10,435
Net (loss) income from continuing operations	580		(284)		(7,929)		(7,633)
Loss from discontinued operations, net of tax	—		(1,844)		—		(1,844)
Depreciation and amortization	1,547		881		26		2,454

Interest income	20		—		7		27
Interest expense	—		137		6,541		6,678
Income tax (benefit) expense	183		(218)		(1,616)		(1,651)
Corporate overhead allocation	1,137		1,471		(2,608)		—

During the three months ended August 28, 2022 and August 29, 2021, the Company had sales concentrations of 10% or greater from two customers. The Company’s top two customers accounted for 16% and 10% of revenues for the three months ended August 28, 2022, and 15% and 11% for the three months ended August 29, 2021. The Company had accounts receivable concentrations of 10% or greater from three customers accounting for 21%, 16%, and 13% of accounts receivable as of August 28, 2022, and two customers as of August 29, 2021 accounting for 12% and 10%.

- 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
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 32
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

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-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Narrative (Details)					3 Months Ended			12 Months Ended
	Nov. 27, 2022 USD ($)	Jun. 09, 2021 USD ($)	Nov. 03, 2020 USD ($)	Sep. 02, 2020 USD ($) claimant	Aug. 28, 2022 USD ($) product revenue	Aug. 29, 2021 USD ($)	Feb. 28, 2021 USD ($)	May 29, 2022 USD ($)	May 30, 2021 USD ($)	Jan. 09, 2023 USD ($)	Jan. 08, 2023 USD ($)	Dec. 13, 2021 USD ($)
Accounting Policies [Line Items]
Number of product category \| product					2
Number of revenue category \| revenue					3
Cash and cash equivalents					$ 4,222,000	$ 1,406,000		$ 1,643,000	$ 1,159,000
Debt, net					98,569,000			98,178,000
Net loss					11,351,000	9,477,000
Debt issuance cost, current portion					1,500,000			1,500,000
Debt issuance cost, noncurrent portion					3,600,000			4,000,000.0
Cash flow hedge expected to be reclassified within twelve months					300,000
Proceeds from sales of property and equipment					0	1,082,000
Gain on sale of property					0	(16,000)
Inventories					64,285,000			66,845,000
Property and equipment, net					117,551,000			118,531,000
Proceeds from sale of BreatheWay, net					3,135,000	0
Gain on sale					2,108,000	$ 0
Deferred revenue					803,000			919,000
Revenue recognized included in the contract liability					300,000
Insurance recoveries							$ 1,600,000
Term Loan and Revolver
Accounting Policies [Line Items]
Debt, net								138,200,000
Subsequent Event
Accounting Policies [Line Items]
Cash and cash equivalents	$ 6,800,000
Debt, net	147,000,000
Net loss	$ 23,800,000
Subsequent Event \| Revolving Credit Facility \| Credit Agreements
Accounting Policies [Line Items]
Revolving line of credit										$ 1,000,000	$ 7,500,000
Compliance Matters
Accounting Policies [Line Items]
Number of claimants \| claimant				1
Damages sought				$ 10,000,000
Recoverable amount					0
Compliance Matters \| Minimum
Accounting Policies [Line Items]
Damages sought			$ 80,000,000
BreatheWay
Accounting Policies [Line Items]
Impairment of assets held for sale								0
Proceeds from sale of BreatheWay, net					3,100,000
Gain on sale					2,100,000
Eat Smart \| Disposal Group, Disposed of by Sale, Not Discontinued Operations
Accounting Policies [Line Items]
Consideration for disposition												$ 73,500,000
Curation Foods’ Avocado Business \| Discontinued Operations, Disposed of by Sale \| Subsequent Event
Accounting Policies [Line Items]
Consideration for disposition										$ 17,500,000
Unbilled Revenues
Accounting Policies [Line Items]
Contract with customer, assets					12,800,000			10,200,000
Deferred revenue					$ 800,000			900,000
Customer Relationships
Accounting Policies [Line Items]
Useful life (in years)					12 years
Rock Hill South Carolina Distribution Facility
Accounting Policies [Line Items]
Impairment of assets held for sale									$ 0
Proceeds from sales of property and equipment		$ 1,100,000
Gain on sale of property		$ 600,000
Prepaid Expenses and Other Current Assets
Accounting Policies [Line Items]
Debt issuance costs					$ 700,000			700,000
Prepaid Expenses and Other Current Assets \| BreatheWay
Accounting Policies [Line Items]
Assets held for sale								1,000,000
Inventories								900,000
Property and equipment, net								100,000
Other Assets
Accounting Policies [Line Items]
Debt issuance costs					$ 1,700,000			$ 1,900,000

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands	Aug. 28, 2022	May 29, 2022	May 30, 2021
Level 1
Assets:
Assets held for sale - nonrecurring	$ 0	$ 0
Assets held for sale - nonrecurring	0	0
Total assets	0	0
Level 1 \| Fair Value, Measurements, Recurring
Assets:
Property & equipment, as restated	0	0
Customer relationships, as restated		0	$ 0
Level 2
Assets:
Assets held for sale - nonrecurring	0	0
Assets held for sale - nonrecurring	86	0
Total assets	86	3,500
Level 2 \| Fair Value, Measurements, Recurring
Assets:
Property & equipment, as restated	0	3,500
Customer relationships, as restated		0	0
Level 3
Assets:
Assets held for sale - nonrecurring	0	1,027
Assets held for sale - nonrecurring	0	0
Total assets	0	6,427
Level 3 \| Fair Value, Measurements, Recurring
Assets:
Property & equipment, as restated	$ 0	1,400
Customer relationships, as restated		$ 0	$ 4,000

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Income Statement (Details) - USD ($)	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Product sales	$ 43,355,000	$ 41,632,000
Cost of product sales	37,103,000	31,197,000
Gross profit	6,252,000	10,435,000
Operating costs and expenses:
Research and development	2,048,000	1,873,000
Selling, general and administrative	10,661,000	9,470,000
Restructuring costs	1,047,000	1,834,000
Total operating costs and expenses	13,756,000	13,177,000
Operating loss	(7,504,000)	(2,742,000)
Interest income	15,000	27,000
Interest expense	(3,678,000)	(6,678,000)
Other income (expense), net	(180,000)	109,000
Net loss before tax	(11,347,000)	(9,284,000)
Income tax (expense) benefit	(4,000.0)	1,651,000
Net loss from continuing operations	(11,351,000)	(7,633,000)
Loss from discontinued operations, net of tax	0	(1,844,000)
Net loss	$ (11,351,000)	$ (9,477,000)
Basic net loss per share:
Loss from continuing operations - basic (in dollars per share)	$ (0.38)	$ (0.26)
Loss from discontinued operations- basic (in dollars per share)	0	(0.06)
Total basic net loss per share (in dollars per share)	(0.38)	(0.32)
Diluted net loss per share:
Loss from continuing operations - diluted (in dollars per share)	(0.38)	(0.26)
Loss from discontinued operations- diluted (in dollars per share)	0	(0.06)
Total diluted net loss per share (in dollars per share)	$ (0.38)	$ (0.32)
Total comprehensive loss	$ (11,051,000)	$ (9,111,000)
As reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Product sales	43,355,000
Cost of product sales	37,534,000
Gross profit	5,821,000
Operating costs and expenses:
Research and development	2,048,000
Selling, general and administrative	10,883,000
Restructuring costs	1,047,000
Total operating costs and expenses	13,978,000
Operating loss	(8,157,000)
Interest income	15,000
Interest expense	(3,678,000)
Other income (expense), net	(180,000)
Net loss before tax	(12,000,000)
Income tax (expense) benefit	(64,000)
Net loss from continuing operations	(12,064,000)
Loss from discontinued operations, net of tax	0
Net loss	$ (12,064,000)
Basic net loss per share:
Loss from continuing operations - basic (in dollars per share)	$ (0.41)
Loss from discontinued operations- basic (in dollars per share)	0
Total basic net loss per share (in dollars per share)	(0.41)
Diluted net loss per share:
Loss from continuing operations - diluted (in dollars per share)	(0.41)
Loss from discontinued operations- diluted (in dollars per share)	0
Total diluted net loss per share (in dollars per share)	$ (0.41)
Total comprehensive loss	$ (11,764,000)
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Product sales	0
Cost of product sales	(431,000)
Gross profit	431,000
Operating costs and expenses:
Research and development	0
Selling, general and administrative	(222,000)
Restructuring costs	0
Total operating costs and expenses	(222,000)
Operating loss	653,000
Interest income	0
Interest expense	0
Other income (expense), net	0
Net loss before tax	653,000
Income tax (expense) benefit	60,000
Net loss from continuing operations	713,000
Loss from discontinued operations, net of tax	0
Net loss	$ 713,000
Basic net loss per share:
Loss from continuing operations - basic (in dollars per share)	$ 0.03
Loss from discontinued operations- basic (in dollars per share)	0
Total basic net loss per share (in dollars per share)	0.03
Diluted net loss per share:
Loss from continuing operations - diluted (in dollars per share)	0.03
Loss from discontinued operations- diluted (in dollars per share)	0
Total diluted net loss per share (in dollars per share)	$ 0.03
Total comprehensive loss	$ 713,000

Income Taxes	3 Months Ended
Income Taxes	Aug. 28, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes, As Restated The provision for income taxes from continuing operations for the three months ended August 28, 2022 and August 29, 2021, was a benefit of $0.0 million, as restated, and a benefit of $1.7 million, respectively. The effective tax rate for the three months ended August 28, 2022 and August 29, 2021 was 0% and 18%, respectively. The effective tax rate for the three months ended August 28, 2022, was lower than the statutory federal income tax rate of 21% primarily due to the movement of the valuation allowance recorded against certain deferred tax assets, partially offset by the impact of federal and state research and development tax credits. As of August 28, 2022 and May 29, 2022, the Company had unrecognized tax benefits of $1.1 million and $1.0 million, respectively. Included in the balance of unrecognized tax benefits as of August 28, 2022 and May 29, 2022, is $1.0 million and $0.9 million, respectively, of tax benefits that, if recognized, would result in an adjustment to the Company’s effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly within the next twelve months. The Company has elected to classify interest and penalties related to uncertain tax positions as a component of its provision for income taxes. The Company has accrued an insignificant amount of interest and penalties relating to the income tax on the unrecognized tax benefits as of August 28, 2022 and May 29, 2022. Due to tax attribute carryforwards, the Company is subject to examination for tax years 2013 forward for U.S. tax purposes. The Company is also subject to examination in various state jurisdictions for tax years 2012 forward, none of which were 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

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

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Business Segment (Details) - USD ($)	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Depreciation, amortization of intangibles, debt costs and right-of-use assets	$ 3,949,000
Net income (loss) from continuing operations	(11,351,000)	$ (7,633,000)
Gross Profit	6,252,000	10,435,000
Income tax (expense) benefit	4,000.0	(1,651,000)
As reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Depreciation, amortization of intangibles, debt costs and right-of-use assets	4,602,000
Net income (loss) from continuing operations	(12,064,000)
Gross Profit	5,821,000
Income tax (expense) benefit	64,000
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Depreciation, amortization of intangibles, debt costs and right-of-use assets	(653,000)
Net income (loss) from continuing operations	713,000
Gross Profit	431,000
Income tax (expense) benefit	(60,000)
Lifecore
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Depreciation, amortization of intangibles, debt costs and right-of-use assets	1,771,000
Net income (loss) from continuing operations	502,000	580,000
Gross Profit	6,101,000	5,764,000
Income tax (expense) benefit	158,000	183,000
Lifecore \| As reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Depreciation, amortization of intangibles, debt costs and right-of-use assets	1,771,000
Net income (loss) from continuing operations	502,000
Gross Profit	6,101,000
Income tax (expense) benefit	158,000
Lifecore \| Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Depreciation, amortization of intangibles, debt costs and right-of-use assets	0
Net income (loss) from continuing operations	0
Gross Profit	0
Income tax (expense) benefit	0
Curation Foods
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Depreciation, amortization of intangibles, debt costs and right-of-use assets	2,167,000
Net income (loss) from continuing operations	(2,721,000)	(284,000)
Gross Profit	151,000	4,671,000
Income tax (expense) benefit	(1,065,000)	(218,000)
Curation Foods \| As reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Depreciation, amortization of intangibles, debt costs and right-of-use assets	2,820,000
Net income (loss) from continuing operations	(3,374,000)
Gross Profit	(280,000)
Income tax (expense) benefit	(1,065,000)
Curation Foods \| Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Depreciation, amortization of intangibles, debt costs and right-of-use assets	(653,000)
Net income (loss) from continuing operations	653,000
Gross Profit	431,000
Income tax (expense) benefit	0
Other
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Depreciation, amortization of intangibles, debt costs and right-of-use assets	11,000
Net income (loss) from continuing operations	(9,132,000)	(7,929,000)
Gross Profit	0	0
Income tax (expense) benefit	911,000	$ (1,616,000)
Other \| As reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Depreciation, amortization of intangibles, debt costs and right-of-use assets	11,000
Net income (loss) from continuing operations	(9,192,000)
Gross Profit	0
Income tax (expense) benefit	971,000
Other \| Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Depreciation, amortization of intangibles, debt costs and right-of-use assets	0
Net income (loss) from continuing operations	60,000
Gross Profit	0
Income tax (expense) benefit	$ (60,000)

Debt (Tables)

3 Months Ended

Aug. 28, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt, net consists of the following:


(In thousands)	August 28, 2022		May 29, 2022
Term loan	$	103,712	$	103,712
Total principal amount of long-term debt	103,712		103,712
Less: unamortized debt issuance costs	(5,143)		(5,534)
Total long-term debt, net of unamortized debt issuance costs	98,569		98,178
Less: current portion of long-term debt, net	(98,569)		(98,178)
Long-term debt, net	$	—	$	—

- Definition

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

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+ Details

Debt - Narrative (Details)		6 Months Ended
Debt - Narrative (Details)	Dec. 31, 2020 USD ($) creditAgreement	Nov. 28, 2021 USD ($)	Aug. 28, 2022 USD ($)	May 29, 2022 USD ($)	Apr. 30, 2022 USD ($)	Dec. 02, 2019 USD ($)	Jun. 25, 2018 USD ($)	Nov. 01, 2016 USD ($)
Debt Instrument [Line Items]
Number of credit agreements \| creditAgreement	2
Debt issuance costs			$ 5,143,000	$ 5,534,000
BMO \| Interest Rate Swap
Debt Instrument [Line Items]
Interest rate swap contract notional amount						$ 110,000,000	$ 30,000,000	$ 50,000,000
LIBOR \| BMO \| Interest Rate Swap
Debt Instrument [Line Items]
Interest rate						1.53%	2.74%	1.22%
Refinance Revolver
Debt Instrument [Line Items]
Debt instrument, face amount	$ 170,000,000
Line of credit facility, quarterly payment, percent of principal	5.00%
Percent of prepayment penalty	3.00%
Debt issuance costs	$ 10,300,000
Refinance Revolver \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	8.50%
Refinance Revolver \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	7.50%
Refinance Term Loan
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage			10.10%
Revolving Credit Facility \| Refinance Revolver
Debt Instrument [Line Items]
Revolving line of credit	$ 75,000,000				$ 20,000,000
Commitment fee percentage	0.375%
Line of credit facility, accordion feature, increase limit	$ 15,000,000
Debt issuance costs					$ 700,000
Write off of deferred debt issuance costs		$ 1,100,000
Revolving Credit Facility \| Refinance Revolver \| Eurodollar
Debt Instrument [Line Items]
Long-term line of credit			$ 44,000,000
Revolver interest rate			4.10%
Revolving Credit Facility \| Refinance Revolver \| Minimum \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
Revolving Credit Facility \| Refinance Revolver \| Minimum \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Revolving Credit Facility \| Refinance Revolver \| Maximum \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%
Revolving Credit Facility \| Refinance Revolver \| Maximum \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Segment Reporting Information [Line Items]
Net sales	$ 43,355	$ 41,632
Lifecore
Segment Reporting Information [Line Items]
Net sales	23,703	21,952
Lifecore \| Contract development and manufacturing organization
Segment Reporting Information [Line Items]
Net sales	18,247	17,789
Lifecore \| Fermentation
Segment Reporting Information [Line Items]
Net sales	5,456	4,163
Curation Foods
Segment Reporting Information [Line Items]
Net sales	19,652	19,680
Curation Foods \| Avocado products
Segment Reporting Information [Line Items]
Net sales	17,093	16,962
Curation Foods \| Olive oil and wine vinegars
Segment Reporting Information [Line Items]
Net sales	2,559	2,340
Curation Foods \| Technology
Segment Reporting Information [Line Items]
Net sales	$ 0	$ 378

- 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

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+ Details

Diluted Earnings Per Share

3 Months Ended

Aug. 28, 2022

Earnings Per Share [Abstract]

Diluted Earnings Per Share

Diluted Earnings Per Share, As Restated

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


	Three Months Ended
	As restated
(In thousands, except per share amounts)	August 28, 2022		August 29, 2021
Numerator:
Net loss	$	(11,351)	$	(9,477)
Denominator:
Weighted average shares for basic net loss per share	29,577		29,424
Effect of dilutive securities:
Stock options and restricted stock units	—		—
Weighted average shares for diluted net loss per share	29,577		29,424

Diluted net loss per share	$	(0.38)	$	(0.32)

Due to the Company’s net loss for the three months ended August 28, 2022 and August 29, 2021, the net loss per share includes only the weighted average shares outstanding and thus excludes RSUs and stock options, as such impact would be antidilutive. See Note 3 - Stock Based Compensation and Stockholders' Equity for more information on outstanding RSUs and stock options.

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Components of Inventories (Details) - USD ($) $ in Thousands	Aug. 28, 2022	May 29, 2022
Accounting Policies [Abstract]
Finished goods	$ 25,266	$ 33,029
Raw materials	27,402	24,221
Work in progress	11,617	9,595
Total	$ 64,285	$ 66,845

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Components of Other Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Other comprehensive income, net of tax	$ 300	$ 366
AOCL
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(586)
Amounts reclassified from OCI	300
Other comprehensive income, net of tax	300
Ending balance	$ (286)

- Definition

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

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+ Details

Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Aug. 28, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements of Landec have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) have been made which are necessary to present fairly the financial position of the Company at August 28, 2022, 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/A for the fiscal year ended May 29, 2022 (the “Annual Report”).
Fiscal Period	The Company’s fiscal year is the 52- or 53-week period that ends on the last Sunday of May with quarters within each year ending on the last Sunday of August, November, and February; however, in instances where the last Sunday would result in a quarter being 12-weeks in length, the Company’s policy is to extend that quarter to the following Sunday. A 14th week is included in the fiscal year every five or six years to realign the Company’s fiscal quarters with calendar quarters. The results of operations for the three months ended August 28, 2022 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	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, Lifecore and Curation Foods. All material inter-company transactions and balances have been eliminated.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates that require management’s most significant and subjective judgments include revenue recognition; loss contingencies; sales returns and credit losses; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived and indefinite lived assets (including intangible assets and goodwill), and inventory; 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	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.
Inventories	InventoriesIf 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	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 no current economic conditions or forecasts that may affect future credit losses, the Company has determined that recent historical experience provides 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.
Debt Issuance Costs	Debt Issuance CostsThe Company records its line of credit debt issuance costs as an asset
Financial Instruments	Financial Instruments The Company’s financial instruments are primarily composed of commercial-term trade payables, 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 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 its 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), net 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.
Leases	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	Intangible Assets The Company’s intangible assets are comprised of customer relationships with a finite estimated useful life of 12 years, and trademarks/tradenames and goodwill with indefinite useful lives.
Fair Value Measurements	Fair Value Measurements The Company uses fair value measurement accounting for financial assets and liabilities and for financial instruments and certain other items measured at fair value. The Company has elected the fair value option for its investment in a non-public company. The Company has not elected the fair value option for any of its other eligible financial assets or liabilities. The accounting guidance established a three-tier hierarchy for fair value measurements, which prioritizes the inputs used in measuring fair value as follows: Level 1 – observable inputs such as quoted prices for identical instruments in active markets. Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data. Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions. As of August 28, 2022 and May 29, 2022, 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. 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 Prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets. As of May 29, 2022, related to the assets of Curation Foods’ BreatheWay packaging technology business, the Company had $1.0 million in Prepaid expenses and other current assets within the Consolidated Balance Sheet meeting the criteria of held for sale. These assets are recognized at the lower of cost or fair value less cost to sell using market approach. The fair value of these assets are classified as level 3 in the fair value hierarchy due to a mix of unobservable inputs utilized such as independent research in the market as well as actual quotes from market participants.
Revenue Recognition	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. Lifecore Lifecore generates revenue from two integrated activities: 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. Curation Foods Curation Foods’ standard terms of sale, both prior to and following the Eat Smart Disposition, 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.
Shipping and Handling Costs	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	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.

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Allowance for Credit Loss Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 65	$ 85
Provision (benefit) for expected credit losses	0	0
Write offs, net of recoveries	0	0
Balance at end of period	$ 65	$ 85

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Income Statement [Abstract]
Change in net unrealized gains (losses) on interest rate swap, tax	$ (16)	$ (90)

Business Segment Reporting - Operations by Business Segment (Details) - USD ($)	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Segment Reporting Information [Line Items]
Net sales	$ 43,355,000	$ 41,632,000
Gross profit	6,252,000	10,435,000
Net (loss) income from continuing operations	(11,351,000)	(7,633,000)
Loss from discontinued operations, net of tax	0	(1,844,000)
Depreciation and amortization	3,949,000	2,454,000
Interest income	15,000	27,000
Interest expense	3,678,000	6,678,000
Income tax (benefit) expense	4,000.0	(1,651,000)
Corporate overhead allocation	0	0
Lifecore
Segment Reporting Information [Line Items]
Net sales	23,703,000	21,952,000
Gross profit	6,101,000	5,764,000
Net (loss) income from continuing operations	502,000	580,000
Loss from discontinued operations, net of tax	0	0
Depreciation and amortization	1,771,000	1,547,000
Interest income	15,000	20,000
Interest expense	0	0
Income tax (benefit) expense	158,000	183,000
Corporate overhead allocation	1,038,000	1,137,000
Curation Foods
Segment Reporting Information [Line Items]
Net sales	19,652,000	19,680,000
Gross profit	151,000	4,671,000
Net (loss) income from continuing operations	(2,721,000)	(284,000)
Loss from discontinued operations, net of tax	0	(1,844,000)
Depreciation and amortization	2,167,000	881,000
Interest income	0	0
Interest expense	0	137,000
Income tax (benefit) expense	(1,065,000)	(218,000)
Corporate overhead allocation	334,000	1,471,000
Other
Segment Reporting Information [Line Items]
Net sales	0	0
Gross profit	0	0
Net (loss) income from continuing operations	(9,132,000)	(7,929,000)
Loss from discontinued operations, net of tax	0	0
Depreciation and amortization	11,000	26,000
Interest income	0	7,000
Interest expense	3,678,000	6,541,000
Income tax (benefit) expense	911,000	(1,616,000)
Corporate overhead allocation	$ (1,372,000)	$ (2,608,000)

Stock-based Compensation and Stockholders' Equity - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021	Jul. 14, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted options (in shares)	725,000
Shares for future issuance (in shares)	3,600,000
Unrecognized compensation expense	$ 6.9
Repurchase plan authorized amount (up to)	$ 3.8		$ 10.0
Stock repurchased during period (in shares)	0	0
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awarded (in shares)	255,000
Weighted-average period (in years)	2 years 2 months 26 days
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average period (in years)	2 years 5 months 4 days

Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Balance Sheet (Details) - USD ($) $ in Thousands	Aug. 28, 2022	May 29, 2022	Aug. 29, 2021	May 30, 2021
ASSETS
Property and equipment, net	$ 117,551	$ 118,531
Trademarks/tradenames, net	8,700	8,700
Customer relationships, net	1,346	1,400
Assets	269,098	277,806
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deferred tax liability, net	124	126
Total Liabilities	188,734	187,109
Accumulated deficit	(87,450)	(76,099)
Total Stockholders’ Equity	80,364	90,697	$ 193,865	$ 202,784
Total Liabilities and Stockholders’ Equity	269,098	277,806
As reported
ASSETS
Property and equipment, net	129,024
Trademarks/tradenames, net	8,400
Customer relationships, net	6,875
Assets	285,800
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deferred tax liability, net	291
Total Liabilities	188,901
Accumulated deficit	(70,915)
Total Stockholders’ Equity	96,899	$ 107,945
Total Liabilities and Stockholders’ Equity	285,800
Adjustment
ASSETS
Property and equipment, net	(11,473)
Trademarks/tradenames, net	300
Customer relationships, net	(5,529)
Assets	(16,702)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deferred tax liability, net	(167)
Total Liabilities	(167)
Accumulated deficit	(16,535)
Total Stockholders’ Equity	(16,535)
Total Liabilities and Stockholders’ Equity	$ (16,702)

Discontinued Operations (Tables)

3 Months Ended

Aug. 28, 2022

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations

The key components of income from discontinued operations for the three months ended August 28, 2022 and August 29, 2021 were as follows (in thousands):


	Three Months Ended
	August 29, 2021
Product sales	$	87,156
Cost of product sales	80,072
Gross profit	7,084
Operating costs and expenses:
Research and development	953
Selling, general and administrative	6,469


Restructuring costs	728
Total operating costs and expenses	8,150
Operating loss	(1,066)
Dividend income	—
Interest expense	(1,239)

Loss from discontinued operations before taxes	(2,305)
Income tax benefit	461
Loss from discontinued operations, net of tax	$	(1,844)

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3A
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 205
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-URI https://asc.fasb.org/extlink&oid=109222650&loc=d3e1474-107760

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
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-URI https://asc.fasb.org/extlink&oid=109222160&loc=SL51721533-107759

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Business Segment Reporting - Sales by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Segment Reporting Information [Line Items]
Product sales	$ 43,355	$ 41,632
Switzerland
Segment Reporting Information [Line Items]
Product sales	4,000	3,400
Canada
Segment Reporting Information [Line Items]
Product sales	3,700	3,500
All Other Countries
Segment Reporting Information [Line Items]
Product sales	$ 1,900	$ 1,700

- Definition

+ References

+ Details

Discontinued Operations - Narrative (Details) - Eat Smart Business - Discontinued Operations: - USD ($)	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021	May 29, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash used in operating activities	$ 0	$ 200,000
Cash provided by investing activities	0	45,100,000
Depreciation and amortization expense	0	2,300,000
Capital expenditures	0	$ 1,100,000
Assets	0		$ 0
Liabilities	$ 0		$ 0

Diluted Earnings Per Share - Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Numerator:
Net loss	$ (11,351)	$ (9,477)
Denominator:
Weighted average shares for basic net loss per share (in shares)	29,577	29,424
Effect of dilutive securities:
Stock options and restricted stock units (in shares)	0	0
Weighted average shares for diluted net loss per share (in shares)	29,577	29,424
Diluted net loss per share (in dollars per share)	$ (0.38)	$ (0.32)

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

+ References

+ Details

Stock-based Compensation and Stockholders' Equity - Summary of Stock-based Compensation by Income Statement Line Item (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 28, 2022	Aug. 29, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 785	$ 620
Cost of product sales \| Continuing operations:
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	101	81
Cost of product sales \| Discontinued Operations:
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	0	(44)
Research and development \| Continuing operations:
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	90	49
Selling, general and administrative \| Continuing operations:
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 594	$ 534