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Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Nov. 27, 2011	Dec. 23, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	LANDEC CORP \CA\
Document Type	10-Q
Current Fiscal Year End Date	--05-27
Entity Common Stock, Shares Outstanding		25,528,195
Amendment Flag	false
Entity Central Index Key	0001005286
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Nov. 27, 2011
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

Consolidated Balance Sheets - USD ($) $ in Thousands	Nov. 27, 2011	May 29, 2011
Current Assets:
Cash and cash equivalents	$ 4,235	$ 8,135
Marketable securities	24,236	28,124
Accounts receivable, less allowance for doubtful accounts of $348 and $342 at November 27, 2011 and May 29, 2011, respectively	29,055	21,648
Accounts receivable, related party	314	453
Income taxes receivable	395	571
Inventories, net	20,175	20,161
Notes and advances receivable	1,351	5
Deferred taxes	1,681	542
Prepaid expenses and other current assets	5,735	5,987
Total Current Assets	87,177	85,626
Investment in non-public company, non-fair value	793	793
Investment in non-public company, fair value	16,836	15,662
Property and equipment, net	52,247	51,779
Goodwill, net	36,462	36,462
Trademarks/tradenames, net	12,428	12,428
Customer relationships, net	3,212	3,366
Other assets	253	196
Total Assets	209,408	206,312
Current Liabilities:
Accounts payable	18,887	16,747
Related party accounts payable	332	300
Accrued compensation	3,385	3,080
Other accrued liabilities	13,301	3,581
Deferred revenue	355	2,657
Current portion of long-term debt	4,330	4,330
Total Current Liabilities	40,590	30,695
Long-term debt, less current portion	13,170	15,500
Deferred taxes	12,014	11,338
Other non-current liabilities	1,217	11,053
Total Liabilities	66,991	68,586
Stockholders’ Equity:
Common stock, $0.001 par value; 50,000,000 shares authorized; 25,565,379 and 26,405,799 shares issued and outstanding at November 27, 2011 and May 29, 2011, respectively	26	27
Additional paid-in capital	118,695	119,169
Accumulated other comprehensive loss	(235)	(267)
Retained earnings	22,278	17,126
Total Stockholders’ Equity	140,764	136,055
Non controlling interest	1,653	1,671
Total Equity	142,417	137,726
Total Liabilities and Stockholders’ Equity	$ 209,408	$ 206,312

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Nov. 27, 2011	May 29, 2011
Allowance for doubtful accounts (in Dollars)	$ 348	$ 342
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	25,565,379	26,405,799
Common stock, shares outstanding	25,565,379	26,405,799

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 27, 2011	Nov. 28, 2010	Nov. 27, 2011	Nov. 28, 2010
Revenues:
Product sales	$ 79,352	$ 67,720	$ 150,211	$ 129,980
Services revenue, related party	805	986	1,785	2,051
License fees	1,413	1,462	2,875	3,089
Total revenues	81,570	70,168	154,871	135,120
Cost of revenue:
Cost of product sales	66,292	56,478	126,291	107,202
Cost of product sales, related party	1,602	960	2,872	2,522
Cost of services revenue	666	875	1,448	1,725
Total cost of revenue	68,560	58,313	130,611	111,449
Gross profit	13,010	11,855	24,260	23,671
Operating costs and expenses:
Research and development	2,337	2,255	4,670	4,487
Selling, general and administrative	6,464	6,072	12,508	11,725
Total operating costs and expenses	8,801	8,327	17,178	16,212
Operating income	4,209	3,528	7,082	7,459
Dividend income	281		563
Interest income	81	117	157	224
Interest expense	(163)	(209)	(340)	(435)
Other income (expense)	1,079	(44)	1,088	(102)
Net income before taxes	5,487	3,392	8,550	7,146
Income tax expense	(2,049)	(1,209)	(3,159)	(2,561)
Consolidated net income	3,438	2,183	5,391	4,585
Non controlling interest	(98)	(128)	(239)	(226)
Net income applicable to Common Stockholders	$ 3,340	$ 2,055	$ 5,152	$ 4,359
Basic net income per share (in Dollars per share)	$ 0.13	$ 0.08	$ 0.20	$ 0.17
Diluted net income per share (in Dollars per share)	$ 0.13	$ 0.08	$ 0.20	$ 0.16
Shares used in per share computation
Basic (in Shares)	25,885	26,324	26,147	26,412
Diluted (in Shares)	26,135	26,560	26,399	26,639

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Nov. 27, 2011	Nov. 28, 2010
Cash flows from operating activities:
Consolidated net income	$ 5,391	$ 4,585
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	2,729	2,602
Stock-based compensation expense	885	962
Tax benefit from stock-based compensation expense	(3,378)	(1,585)
Increase in receivable from Monsanto for guaranteed termination fee	(400)	(400)
Deferred taxes	(463)	737
Change in investment in non-public company (fair market value)	(1,174)
Changes in current assets and current liabilities:
Accounts receivable, net	(7,407)	(6,033)
Accounts receivable, related party	139	268
Income taxes receivable	3,554	1,682
Inventories, net	(14)	(3,637)
Issuance of notes and advances receivable	(1,586)	(1,565)
Collection of notes and advances receivable	240	637
Prepaid expenses and other current assets	652	1,530
Accounts payable	2,140	4,574
Related party accounts payable	32	(227)
Accrued compensation	304	104
Other accrued liabilities	(84)	(16)
Deferred revenue	(2,302)	(2,150)
Net cash (used in) provided by operating activities	(742)	2,068
Cash flows from investing activities:
Purchases of property and equipment	(3,042)	(3,450)
Purchase of marketable securities	(19,066)	(41,784)
Proceeds from maturities and sales of marketable securities	22,954	22,612
Net cash provided by (used in) investing activities	846	(22,622)
Cash flows from financing activities:
Repurchase of outstanding common stock	(4,805)	(1,184)
Taxes paid by Company for stock swaps and RSUs	(24)	(49)
Proceeds from sale of common stock	91	109
Tax benefit from stock-based compensation expense	3,378	1,585
Principal payments on long-term debt	(2,330)	(1,940)
(Increase) decrease in other assets	(57)	24
Payments to minority interest holders	(257)	(361)
Net cash used in financing activities	(4,004)	(1,816)
Net decrease in cash and cash equivalents	(3,900)	(22,370)
Cash and cash equivalents at beginning of period	8,135	27,817
Cash and cash equivalents at end of period	4,235	5,447
Supplemental schedule of noncash operating activities:
Income tax expense not payable	3,378	1,585
Long-term receivable from Monsanto for guaranteed termination fee	400	400
Unrealized gain (loss) from interest rate swap	$ 32	$ (152)

Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Nov. 27, 2011

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

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

Organization

Landec Corporation and its subsidiaries (“Landec” or the “Company”) design, develop, manufacture and sell polymer products for food and agricultural products, medical devices and licensed partner applications that incorporate Landec’s patented polymer technologies. The Company has two proprietary polymer technology platforms: 1) Intelimer® polymers, and 2) hyaluronan (“HA”) biopolymers. The Company’s HA biopolymers are proprietary in that they are specially formulated for specific customers to meet strict regulatory requirements. The Company’s polymer technologies, along with its customer relationships and trade names, are the foundation, and a key differentiating advantage upon which Landec has built its business. The Company sells specialty packaged fresh-cut vegetables and whole produce to retailers and club stores, primarily in the United States and Asia through its Apio, Inc. (“Apio”) subsidiary, HA-based biomaterials through its Lifecore Biomedical, Inc. (“Lifecore”) subsidiary, and Intellicoat® coated seed products through its Landec Ag LLC (“Landec Ag”) subsidiary.

Basis of Presentation

The accompanying unaudited consolidated financial statements of Landec have been prepared in accordance with accounting principles generally accepted in the United States 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 at November 27, 2011 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 accounting principles generally accepted in the United States have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission. The accompanying financial data should be reviewed in conjunction with the audited financial statements and accompanying notes included in Landec's Annual Report on Form 10-K for the fiscal year ended May 29, 2011.

The results of operations for the six months ended November 27, 2011 are not necessarily indicative of the results that may be expected for an entire fiscal year because there is some seasonality in Apio’s food business, particularly, Apio’s Food Export business and the order patterns of Lifecore’s customers can lead to significant fluctuations in Lifecore’s quarterly results of operations.

Basis of Consolidation

The consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles and include the accounts of Landec and its subsidiaries, Apio, Lifecore and Landec Ag. All material inter-company transactions and balances have been eliminated.

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

In June 2009, the FASB changed the consolidation analysis for VIEs to require a qualitative analysis to determine the primary beneficiary of the VIE.

Under the new guidance, an entity is a VIE and subject to consolidation, if by design: a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders or b) as a group the holders of the equity investment at risk lack any one of the following three characteristics: (i) the power, through voting rights or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity. The Company reviewed the consolidation guidance and concluded that the non-public companies in which the Company holds equity investments are not VIEs. As a result, the Company has concluded that there is no impact on the financial statements as a result of the adoption of the new guidance.

Under applicable accounting guidance, a Company also considered the requirements to consolidate an entity in which it holds voting control and concluded that due to the lack of voting control, the Company is not required to consolidate the investments in non-public companies.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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; sales returns and allowances; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived assets; the valuation of intangible assets and inventory; the valuation and nature of impairments of investments; and the valuation and recognition of stock-based compensation.

Cash, Cash Equivalents and Marketable Securities

The Company records all highly liquid securities with three months or less from date of purchase to maturity as cash equivalents. These securities consist mainly of certificate of deposits (CDs), money market funds and U.S. Treasuries.

Short-term marketable securities consist of CDs that are FDIC insured and single A or better rated municipal bonds with original maturities of more than three months at the date of purchase. The aggregate amount of CDs included in marketable securities at November 27, 2011 and May 29, 2011 was $2.3 million and zero, respectively. The Company classifies all marketable securities with readily determined market values as “available for sale”. At November 27, 2011, $18.1 million of marketable securities had contractual maturities of less than one year and $3.8 million had maturities of one to two years. Investments in marketable securities are carried at fair market value. Unrealized gains and losses are reported as a component of stockholders’ equity. The cost of marketable securities is adjusted for amortization of premiums and discounts to maturity. This amortization is recorded to interest income. Realized gains and losses on the sale of available-for-sale securities are also recorded to interest income and were not significant for the three and six months ended November 27, 2011 and November 28, 2010. The cost of securities sold is based on the specific identification method.

Financial Instruments

The Company’s financial instruments are primarily composed of marketable securities, commercial-term trade payables, grower advances, and notes receivable, as well as long-term notes receivables and debt instruments. For short-term instruments, the historical carrying amount approximates the fair value of the instrument. Fair values for long-term financial instruments not readily marketable are estimated based upon discounted future cash flows at prevailing market interest rates. Based on these assumptions, management believes the fair market values of the Company’s financial instruments are not materially different from their recorded amounts as of November 27, 2011 or November 28, 2010.

Investments in Non-Public Companies

The Company’s investment in Aesthetic Sciences Corporation (“Aesthetic Sciences”), a medical device company, is carried at cost after adjustment for impairment losses. Since there is no readily available market value information, the Company periodically reviews this investment to determine if any other than temporary declines in value have occurred based on the financial stability and viability of Aesthetic Sciences.

The Company’s investment in Windset Holdings 2010 Ltd., a Canadian corporation (“Windset”), is reported as an investment in non-public company, fair value, in the accompanying Consolidated Balance Sheets. The Company accounts for its investment in Windset under the fair value option (see Note 3).

Intangible Assets

The Company’s intangible assets are comprised of customer relationships with a finite estimated useful life of twelve years and trade names and goodwill with indefinite lives.

Finite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not be recoverable. Indefinite lived intangible assets are reviewed for impairment at least annually by comparing the fair value of the asset to its carrying value to determine if there has been an impairment. Goodwill is reviewed for impairment at least annually by comparing the fair value of the related reporting unit to its carrying value to determine if there has been an impairment.

Fair Value Measurements

The Company accounts for financial assets and liabilities, financial instruments and certain other items at fair value. The Company has also elected the fair value option for its investment in a non-public company (see Note 3).

US Generally Accepted Accounting Principals has 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 November 27, 2011, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis, including cash equivalents, marketable securities, interest rate swap, liability for contingent consideration in connection with the acquisition of Lifecore and its minority interest investment in Windset.

The fair value of the Company’s cash equivalents and marketable securities is determined based on observable inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, the Company has categorized its cash equivalents and marketable securities as Level 1.

The fair value of the Company’s interest rate swap is determined based on model inputs that can be observed in a liquid market and key inputs include yield curves and are categorized as Level 2 inputs. As of November 27, 2011, the Company recorded to other comprehensive loss on the consolidated balance sheets an unrealized loss of $235,000, net of taxes of $144,000, representing the cumulative change in the interest rate swap since inception. If the interest rate swap is terminated or the debt borrowed is paid off prior to April 30, 2015, the amount of unrealized loss or gain included in other comprehensive income (loss) would be reclassified to earnings. The Company has no intentions of terminating the interest rate swap or prepaying the debt in the next twelve months. The interest rate swap liability is included in other non-current liabilities as of November 27, 2011 and May 29, 2011.

The fair value of the Company’s liability for contingent consideration is based on significant inputs not observed in the market and thus represents a Level 3 measurement. The Company determined the fair value of the liability for the contingent consideration based on a probability-weighted discounted cash flow analysis, as further discussed in Note 2.

The Company has elected the fair value option of accounting for its investment in Windset. The fair value of the Company’s investment in Windset utilizes significant unobservable inputs in the discounted cash flow models, including projected cash flows, growth rates and the discount rate, and is therefore considered Level 3, as further discussed in Note 3.

The Company believes its valuation methods are appropriate and consistent with those of other market participants. However, imprecision in estimating unobservable market inputs can affect the amount of gain or loss recorded for a particular asset or liability. As a result, 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 Company has no other financial assets or liabilities for which fair value measurement has been adopted.

New Accounting Pronouncements

Recently Adopted Pronouncements

Intangibles-Goodwill and Other

In September 2011, the FASB issued ASU No. 2011-08, "Intangibles-Goodwill and Other" that will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under this amendment, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendment includes a number of events and circumstances for an entity to consider in conducting the qualitativeassessment. The guidance is effective for fiscal years beginning after December 15, 2011 with early adoption permitted. The Company does not expect that the adoption of this update will have a material impact on its consolidated financial statements at this time.

Presentation of Comprehensive Income

In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income" that improves the comparability, consistency, and transparency of financial reporting and increases the prominence of items reported in other comprehensive income by eliminating the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this standard require that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Under either method, adjustments must be displayed for items that are reclassified from other comprehensive income ("OCI") to net income, in both net income and OCI. The standard does not change the current option for presenting components of OCI gross or net of the effect of income taxes, provided that such tax effects are presented in the statement in which OCI is presented or disclosed in the notes to the financial statements. Additionally, the standard does not affect the calculation or reporting of earnings per share. For public entities, the amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and are to be applied retrospectively, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 2-6
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Note 2 - Acquisition of Lifecore Biomedical, Inc.

6 Months Ended

Nov. 27, 2011

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

2. Acquisition of Lifecore Biomedical, Inc.

On April 30, 2010 (the “Acquisition Date”), the Company acquired all of the common stock of Lifecore Biomedical, Inc. (“Lifecore”) under a Stock Purchase Agreement (“Purchase Agreement”) in order to expand its product offerings and enter into new markets. Lifecore was a privately-held hyaluronan-based biomaterials company located in Chaska, Minnesota. Lifecore is principally involved in the development and manufacture of products utilizing hyaluronan, a naturally occurring polysaccharide that is widely distributed in the extracellular matrix of connective tissues in both animals and humans.

Under the Purchase Agreement, the aggregate consideration payable by the Company to the former Lifecore stockholder at closing consisted of $40.0 million in cash, which included $6.6 million that is held in an escrow account to secure the Company’s rights with regards to indemnification, representations, warranties and covenants included in the Purchase Agreement. The escrow account is in the name of the seller and Landec’s rights under the escrow agreement consist solely of its ability to file a claim against the escrow. Half of the escrow, or $3.3 million, was released and paid to the former Lifecore shareholder in May 2011. In addition, the Company may be required to pay up to an additional $10.0 million in earn out payments in the event that Lifecore achieves certain revenue targets in calendar years 2011 and 2012.

The acquisition date fair value of the total consideration transferred was $49.65 million, which consisted of the following (in thousands):

Cash	$	40,000
Contingent consideration		9,650
Total	$	49,650

The assets and liabilities of Lifecore were recorded at their respective estimated fair values as of the date of the acquisition using generally accepted accounting principles for business combinations. The excess of the purchase price over the fair value of the net identifiable assets acquired has been allocated to goodwill. Goodwill represents a substantial portion of the acquisition proceeds because of the workforce in-place at acquisition and because of Lifecore's long history and future prospects. Management believes that there is further growth potential by extending Lifecore's product lines into new channels.

The following table summarizes the estimated fair values of Lifecore’s assets acquired and liabilities assumed and related deferred income taxes, effective April 30, 2010, the date the Company obtained control of Lifecore (in thousands).


Cash and cash equivalents	$	318
Accounts receivable, net		1,860
Inventories, net		9,009
Property and equipment		25,529
Other tangible assets		1,455
Intangible assets		7,900
Total identifiable assets acquired		46,071
Accounts payable and other liabilities		(2,983	)
Long-term debt		(4,157	)
Deferred taxes		(3,162	)
Total liabilities assumed		(10,302	)
Net identifiable assets acquired		35,769
Goodwill		13,881
Net assets acquired	$	49,650

The Company used a combination of the market and cost approaches to estimate the fair values of the Lifecore assets acquired and liabilities assumed. During the measurement period (which is not to exceed one year from the acquisition date), the Company is required to retrospectively adjust the provisional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The Company has finalized the fair values of the acquired assets and assumed liabilities and completed the purchase price allocation as of April 30, 2011.

Inventory

A step-up in the value of inventory of $523,000 was recorded in the allocation of the purchase price based on valuation estimates. During the three and six months ended November 28, 2010, $132,000 and $294,000, respectively, of this step-up was charged to cost of products sold as the inventory was sold. The entire step up was charged to cost of product sold during fiscal years 2010 and 2011 and no step up remained in inventory as of May 29, 2011.

Intangible Assets

The Company identified two intangible assets in connection with the Lifecore acquisition: trade names valued at $4.2 million, which is considered to be an indefinite life asset and therefore will not be amortized; and customer base valued at $3.7 million with a twelve year useful life. The trade name intangible asset was valued using the relief from royalty valuation method and the customer relationship intangible asset was valued using the multi-period excess earnings method.

Goodwill

The excess of the consideration transferred over the fair values assigned to the assets acquired and liabilities assumed was $13.9 million. The goodwill can be attributable to the work force in place at the time of the acquisition and to Lifecore’s long history and future prospects. None of the goodwill is expected to be deductible for income tax purposes. The Company will test goodwill for impairment on an annual basis or more frequently, if deemed necessary.

Liability for Contingent Consideration

In addition to the cash consideration paid to the former shareholder of Lifecore, the Company may be required to pay up to an additional $10.0 million in earn out payments based on Lifecore achieving certain revenue targets in calendar years 2011 and 2012. The fair value of the liability for the contingent consideration recognized on the acquisition date was $9.93 million and $9.84 million, as of November 27, 2011 and May 29, 2011, respectively, and is classified in other accrued liabilities in the Consolidated Balance Sheets. The Company projects that it will pay the entire $10 million earn out in late fiscal year 2012 or early fiscal year 2013.

Note 3 - Investments in non-public companies

6 Months Ended

Nov. 27, 2011

Investment Holdings [Text Block]

3. Investments in non-public companies

In December 2005, Landec entered into a licensing agreement with Aesthetic Sciences for the exclusive rights to use Landec's IntelimerÒ materials technology for the development of dermal fillers worldwide. The Company received shares of preferred stock in exchange for the license with a valuation of $1.8 million. Aesthetic Sciences sold the rights to its Smartfil™ Injector System on July 16, 2010. Landec evaluated its investment in Aesthetic Sciences for impairment, utilizing a discounted cash flow analysis. Based on the terms of the sale, the Company determined that its investment was other than temporarily impaired and therefore recorded an impairment charge of $1.0 million during fiscal year 2010. The Company’s carrying value of its investment in Aesthetic Sciences is $793,000 as of November 27, 2011.

On February 15, 2011, Apio entered into a share purchase agreement (the “Purchase Agreement”) with Windset. Pursuant to the Purchase Agreement, Apio purchased 150,000 non-voting senior preferred shares for $15 million and 201 common shares for $201 issued by Windset (the “Purchased Shares”). The common shares purchased represent a 20.1% interest in Windset. The non-voting senior preferred shares yield a cash dividend of 7.5% annually. The dividend is payable within 90 days of each anniversary of the execution of the Purchase Agreement. The Purchase Agreement includes a put and call option, which can be exercised on the sixth anniversary of the Purchase Agreement whereby Apio can exercise the put to sell its Purchased Shares to Windset, or Windset can exercise the call to purchase the Purchased Shares from Apio, in either case, at a price equal to 20.1% of the appreciation in the fair market value of Windset from the date of the Company’s investment through the put and call date, plus the original purchase price of the Purchased Shares. Under the terms of the arrangement with Windset, the Company is entitled to designate one of five members on the Board of Directors of Windset.

In accordance with accounting guidance, the investment in Windset does not qualify for equity method accounting as the investment does not meet the criteria of in-substance common stock due to returns through the annual dividend on the non-voting senior preferred shares that are not available to the common stock holders. As the put and call options require the Purchased Shares to be put or called in equal proportions, the Company has deemed that the investment, in substance, should be treated as a single security for purposes of accounting. The Company has adopted fair value option in the accounting for its investment in Windset effective on the acquisition date. The Company believes that reporting its investment at fair value provides its investors with useful information on the performance of the Company’s investment and the anticipated appreciation in value as Windset expands its business.

The Company also entered into an exclusive license agreement with Windset, which was executed in June 2010, prior to contemplation of Apio’s investment in Windset (see Note 4).

The fair value of the Company’s investment in Windset was determined utilizing a discounted cash flow model based on projections developed by Windset, and considers the put and call conversion options. These features impact the duration of the cash flow utilized to derive the estimated fair value of the investment. The Company has concluded that the estimated fair value of its investment in Windset approximates the cash consideration paid for the Purchased Shares at the date of acquisition. Assumptions included in the discounted cash flow model will be evaluated quarterly based on Windset’s actual and projected operating results to determine the change in fair value.

For the three and six months ended November 27, 2011, the Company recorded $281,000 and $563,000 in dividend income, respectively. The change in the fair market value of the Company’s investment in Windset for the three and six months ended November 27, 2011 was determined to be $1.1 million and $1.2 million, respectively, which is recorded as other income.

Note 4 - License Agreements

6 Months Ended

Nov. 27, 2011

License Agreements [Text Block]

4. License Agreements

Monsanto

On December 1, 2006, Landec entered into a five-year co-exclusive technology license and polymer supply agreement (“the Monsanto Agreement”) with Monsanto Company (“Monsanto”) for the use of Landec’s Intellicoat polymer seed coating technology. Under the terms of the Monsanto Agreement, Monsanto agreed to pay Landec Ag $2.6 million per year. The Monsanto Agreement was amended in November 2009. Under the terms of the amended Monsanto Agreement, Monsanto continued to have an exclusive license to use Landec’s Intellicoat polymer technology for specific seed treatment applications. Along with regaining the use of the Intellicoat technology outside of the specific applications licensed to Monsanto under the amended Monsanto Agreement, Landec also assumed responsibility for Landec Ag’s operating expenses and realizes all the revenues and profits from the sales of existing and new Intellicoat seed coating products.

On September 9, 2011, Monsanto informed the Company that it intended to allow the Monsanto Agreement to expire in accordance with its terms on December 1, 2011 and therefore, Monsanto did not exercise its purchase option. Upon termination, Monsanto was obligated to pay Landec Ag a $4.0 million termination fee and all rights to the Intellicoat seed coating technology reverted to Landec. Landec received the termination payment of $4.0 million on November 30, 2011.

For each of the three and six months ended November 27, 2011 and November 28, 2010, Landec recognized $1.35 million and $2.7 million, respectively, in license revenues from the Monsanto Agreement.

Air Products

In March 2006, Landec entered into an exclusive license and research and development agreement with Air Products and Chemicals, Inc. (“Air Products”). In accordance with the agreement, Landec receives 40% of the gross profit generated from the sale of products by Air Products occurring after April 1, 2007, that incorporate Landec’s Intelimer materials.

Chiquita

In September 2007, the Company amended its licensing and supply agreement with Chiquita Brands International, Inc. (“Chiquita”). Under the terms of the amendment, the license for bananas was expanded to include additional exclusive fields using Landec’s BreatheWay® packaging technology, and a new exclusive license was added for the sale and marketing of avocados and mangos using Landec’s BreatheWay packaging technology. The agreement with Chiquita, which Chiquita has elected to renew for another five years through December 2016, requires Chiquita to pay annual gross profit minimums to Landec in order for Chiquita to maintain its exclusive license for bananas, avocados and mangos. Under the terms of the agreement, Chiquita must notify Landec before December 1st of each year whether it is going to maintain its exclusive license for the following calendar year and thus agree to pay the minimums for that year. Landec was notified by Chiquita in November 2011 that Chiquita had chosen to maintain its exclusive license for calendar year 2012 and thus agreed at that time to pay the minimum gross profit for calendar year 2012.

Windset

In June 2010, Apio entered into an exclusive license agreement with Windset for Windset to utilize Landec’s proprietary breathable packaging to extend the shelf life of greenhouse grown cucumbers, peppers and tomatoes (“Exclusive Products”). In accordance with the agreement, Apio received and recorded a one-time upfront research and development fee of $100,000 and will receive license fees equal to 3% of net revenue of the Exclusive Products utilizing the proprietary breathable packaging technology, with or without the BreatheWay® trademark. The ongoing license fees are subject to annual minimums of $150,000 for each of the three types of exclusive product as each is added to the agreement. As of November 27, 2011, one product has been added to the agreement. In addition, the first year minimum payment period had an original payment date of June 2011, which has been deferred until April 2012 due to delays in obtaining required packaging materials.

Note 5 - Stock-Based Compensation

6 Months Ended

Nov. 27, 2011

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

5. Stock-Based Compensation

In the three and six months ended November 27, 2011, the Company recognized stock-based compensation expense of $444,000 and $885,000, respectively, which included $193,000 and $395,000 for restricted stock unit awards and $251,000 and $490,000 for stock option grants, respectively. In the three and six months ended November 28, 2010, the Company recognized stock-based compensation expense of $457,000 and $962,000, respectively, which included $210,000 and $454,000 for restricted stock unit awards and $247,000 and $508,000 for stock option grants, respectively.

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

	Three Months Ended November 27, 2011		Three Months Ended November 28, 2010		Six Months Ended November 27, 2011		Six Months Ended November 28, 2010
Research and development	$	130,000	$	108,000	$	254,000	$	228,000
Sales, general and administrative	$	314,000	$	349,000	$	631,000	$	734,000
Total stock-based compensation	$	444,000	$	457,000	$	885,000	$	962,000

As of November 27, 2011, there was $2.2 million of total unrecognized compensation expense related to unvested equity compensation awards granted under the Landec equity plans. Total expense is expected to be recognized over the weighted-average period of 1.4 years for stock options and 1.4 years for restricted stock unit awards.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

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-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901

Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 718
-SubTopic 40
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

+ Details

Note 6 - Diluted Net Income Per Share

6 Months Ended

Nov. 27, 2011

Earnings Per Share [Text Block]

6. Diluted Net Income Per Share

The following table sets forth the computation of diluted net income per share (in thousands, except per share amounts):

	Three Months Ended November 27, 2011		Three Months Ended November 28, 2010		Six Months Ended November 27, 2011		Six Months Ended November 28, 2010
Numerator:
Net income applicable to Common Stockholders	$	3,340	$	2,055	$	5,152	$	4,359

Denominator:
Weighted average shares for basic net income per share		25,885		26,324		26,147		26,412
Effect of dilutive securities:
Stock options and restricted stock units		250		236		252		227
Weighted average shares for diluted net income per share		26,135		26,560		26,399		26,639

Diluted net income per share	$	0.13	$	0.08	$	0.20	$	0.16

For the three months ended November 27, 2011 and November 28, 2010, the computation of the diluted net income per share excludes the impact of options to purchase 2.1 million shares and 1.1 million shares of Common Stock, respectively, as such impacts would be antidilutive for these periods.

For the six months ended November 27, 2011 and November 28, 2010, the computation of the diluted net income per share excludes the impact of options to purchase 2.1 million shares and 2.0 million shares of Common Stock, respectively, as such impacts would be antidilutive for these periods.

Note 7 - Income Taxes

6 Months Ended

Nov. 27, 2011

Income Tax Disclosure [Text Block]

7. Income Taxes

The provision for income taxes for the three and six months ended November 27, 2011 was $2.0 million and $3.2 million, respectively. The effective tax rate for both the three and six months ended November 27, 2011 was 38% compared to 37% for the same periods in fiscal year 2011. The effective tax rate for the three and six months ended November 27, 2011 differs from the statutory federal income tax rate of 35% as a result of several factors, including state taxes, non-deductible stock-based compensation expense, tax exempt interest and the benefit of federal and state research and development credits.

As of May 29, 2011, the Company had unrecognized tax benefits of approximately $760,000. Included in the balance of unrecognized tax benefits as of May 29, 2011 is approximately $601,000 of tax benefits that, if recognized, would result in an adjustment to the Company’s effective tax rate. The Company expects its unrecognized tax benefits to change by $240,000 within the next twelve months related to the expiration of tax attributes.

In accordance with accounting guidance, the Company has decided 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 November 27, 2011 and May 29, 2011.

Due to tax attribute carry forwards, the Company is subject to examination for tax years 1996 forward for U.S. tax purposes. The Company is also subject to examination in various state jurisdictions for tax years 1998 forward, none of which are individually significant.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Subparagraph (SX 210.4-08.(h))
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+ Details

Note 8 - Inventories

6 Months Ended

Nov. 27, 2011

Inventory Disclosure [Text Block]

8. Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market and consisted of the following (in thousands):

	November 27, 2011		May 29, 2011
Finished goods	$	9,369	$	10,261
Raw materials		8,119		7,999
Work in progress		2,687		1,901
Total	$	20,175	$	20,161

Note 9 - Debt

6 Months Ended

Nov. 27, 2011

Debt Disclosure [Text Block]

9. Debt

On April 30, 2010, Lifecore entered into a $20 million Credit Agreement with Wells Fargo Bank N.A. (“Wells Fargo”) with a five-year term that provides for equal monthly principal payments plus interest. All of Lifecore’s assets have been pledged to secure the debt incurred pursuant to the Credit Agreement. Landec is the guarantor of the debt.

On August 19, 2004, Lifecore issued variable rate industrial revenue bonds (“IRB”). These bonds were assumed by Landec in the acquisition of Lifecore (see Note 2). The bonds are collateralized by a bank letter of credit secured by a first mortgage on the Company’s facility in Chaska, Minnesota. In addition, the Company pays an annual remarketing fee equal to 0.125% and an annual letter of credit fee of 0.50% on the outstanding principal balance.

The Credit Agreement and the IRB contain certain restrictive covenants, which require Lifecore to meet certain financial tests, including minimum levels of net income, minimum quick ratio, minimum fixed coverage ratio and maximum capital expenditures.

Long-term debt consists of the following (in thousands):

	November 27, 2011			May 29, 2011
Credit agreement with Wells Fargo; due in monthly payments of $333,333 through April 30, 2015 with interest payable monthly at Libor plus 2% per annum (2.25% and 2.375% at November 27, 2011 and May 29, 2011, respectively)	$	14,000		$	16,000
Industrial revenue bond issued by Lifecore; due in annual payments through 2020 with interest at a variable rate set weekly by the bond remarketing agent (0.34% and 0.40% at November 27, 2011 and May 29, 2011, respectively)		3,500			3,830
Total		17,500			19,830
Less current portion		(4,330	)		(4,330	)
Long-term portion	$	13,170		$	15,500

The maturities on the IRB are held in a sinking fund account, recorded in Prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets and are paid out each year on September 1.

- 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.

+ References + Details

Note 10 - Derivative Financial Instruments

6 Months Ended

Nov. 27, 2011

Derivative Instruments and Hedging Activities Disclosure [Text Block]

10. Derivative Financial Instruments

In May 2010, the Company entered into a five-year interest rate swap agreement under the Company's Credit Agreement, which expires on April 30, 2015. The interest rate swap was designated as a cash flow hedge of future interest payments and has a notional amount of $20 million. As a result of the interest rate swap transaction, the Company fixed for a five-year period the interest rate at 4.24%, subject to market based interest rate risk on $20 million of borrowings under its Credit Agreement. The Company's obligations under the interest rate swap transaction are guaranteed and secured on the same basis as is its obligations under the Credit Agreement. As of November 27, 2011, the Company recorded to Other Comprehensive Loss on the Consolidated Balance Sheets an unrealized loss of $235,000, net of taxes of $144,000, as a result of the interest rate swap. If the interest rate swap is terminated or the debt borrowed is paid off prior to April 30, 2015, the amount of unrealized loss or gain included in Other Comprehensive Income (Loss) would be reclassified to earnings. The Company has no intentions of terminating the interest rate swap or prepaying the debt in the next twelve months. The interest rate swap liability is included in other non-current liabilities in the accompanying Consolidated Balance Sheets as of November 27, 2011 and May 29, 2011.

- Definition

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 45
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993

+ Details

Note 11 - Related Party

6 Months Ended

Nov. 27, 2011

11. Related Party

The Company provides cooling and distribution services to both a farm and Beachside Produce LLC ("Beachside"), a commodity produce distributor, in which the Chairman of Apio has a farming and ownership interest, respectively. During the three and six months ended November 27, 2011, the Company recognized revenues of $0.9 million and $2.0 million, respectively, which have been included in product sales and in service revenues in the accompanying Consolidated Statements of Income, from the sale of products and providing cooling services to these parties. During the three and six months ended November 28, 2010, the Company recognized revenues of $1.2 million and $2.4 million, respectively, which have been included in product sales and in service revenues in the accompanying Consolidated Statements of Income, from the sale of products and providing cooling services to these parties. The related receivable balances of $314,000 and $453,000 are included in accounts receivable in the accompanying Consolidated Balance Sheets as of November 27, 2011 and May 29, 2011, respectively.

Additionally, unrelated to the revenue transactions above, the Company purchases produce from the farm in which the Chairman of Apio has an ownership interest, Beachside, and Windset (see Note 3) for sale to third parties. During the three and six months ended November 27, 2011, the Company recognized cost of product sales of $1.6 million and $2.9 million, respectively, which have been included in product sales and in service revenues in the accompanying Consolidated Statements of Income, from the sale of products purchased from these parties. During the three and six months ended November 28, 2010, the Company recognized cost of product sales of $1.0 million and $2.5 million, respectively, which have been included in product sales and in service revenues in the accompanying Consolidated Statements of Income, from the sale of products purchased from these parties. The related accounts payable of $338,000 and $346,000 are included in accounts payable and other accrued liabilities in the accompanying Consolidated Balance Sheets as of November 27, 2011 and May 29, 2011, respectively.

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

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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-Number 210
-Article 4
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-Paragraph k

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-Number 210
-Article 3A
-Section 04
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+ Details

Note 12 - Comprehensive Income (Loss)

6 Months Ended

Nov. 27, 2011

Comprehensive Income (Loss) Note [Text Block]

12. Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income and other comprehensive income including unrealized gains and losses on the interest rate swap with Wells Fargo Bank, N.A. Accumulated other comprehensive loss is reported as a component of stockholders’ equity. At November 27, 2011, the net comprehensive loss from the unrealized loss on the interest rate swap, net of income taxes, was $235,000. At November 28, 2010, the net comprehensive loss from the unrealized loss on the interest rate swap, net of income taxes, was $331,000.

- Definition

The entire disclosure for comprehensive income. Includes, but is not limited to, the following: 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income. Components of comprehensive income include: (1) foreign currency translation adjustments; (2) gains (losses) on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (3) gains (losses) on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (4) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (5) unrealized holding gains (losses) on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (6) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (7) the net gain (loss) and net prior service cost or credit for pension plans and other postretirement benefit plans.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
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-Paragraph 14-26
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+ Details

Note 13 - Stockholders’ Equity

6 Months Ended

Nov. 27, 2011

Stockholders' Equity Note Disclosure [Text Block]

13. Stockholders’ Equity

During the three months ended November 27, 2011, the Company granted no options to purchase shares of common stock and no restricted stock unit awards. During the six months ended November 27, 2011, the Company granted options to purchase 7,500 shares of common stock and 2,500 of restricted stock unit awards.

As of November 27, 2011 the Company has reserved 3.3 million shares of Common Stock for future issuance under its current and former equity plans.

On July 14, 2010, the Company announced that the Board of Directors of the Company had approved the establishment of a stock repurchase plan which allows for the repurchase of up to $10 million of the Company’s Common Stock. The Company may repurchase its common stock from time to time in open market purchases or in privately negotiated transactions. The timing and actual number of shares repurchased is at the discretion of management of the Company and will depend on a variety of factors, including stock price, corporate and regulatory requirements, market conditions, the relative attractiveness of other capital deployment opportunities and other corporate priorities. The stock repurchase program does not obligate Landec to acquire any amount of its common stock and the program may be modified, suspended or terminated at any time at the Company's discretion without prior notice. During both the three and six months ended November 27, 2011, the Company purchased on the open market 880,060 shares of its Common Stock for $4,805,000.

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share amounts)

	November 27, 2011
Common Stock Shares
Balance at May 29, 2011		26,405,799
Stock options exercised, net of shares tendered		39,640
Vested restricted stock units, net of shares tendered		—
Common stock repurchased on the open market		(880,060	)
Balance at November 27, 2011		25,565,379

Common Stock
Balance at May 29, 2011	$	27
Common stock repurchased on the open market		(1	)
Balance at November 27, 2011	$	26

Additional Paid-in Capital
Balance at May 29, 2011	$	119,169
Stock options exercised, net of shares tendered		91
Vested restricted stock units, net of shares tendered		—
Taxes paid by Company for RSUs vested		(24	)
Stock-based compensation expense		885
Tax-benefit from stock based compensation expense		3,378
Common stock repurchased on the open market		(4,804	)
Balance at November 27, 2011	$	118,695

Accumulated Other Comprehensive Loss Balance at May 29, 2011	$	(267	)
Change in other comprehensive loss		32
Balance at November 27, 2011	$	(235	)

Retained Earnings
Balance at May 29, 2011	$	17,126
Net income		5,152
Balance at November 27, 2011	$	22,278

Non controlling Interest
Balance at May 29, 2011	$	1,671
Non controlling interest in net income		239
Distributions to non controlling interest		(257	)
Balance at November 27, 2011	$	1,653

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph d

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Chapter 1
-Section B
-Paragraph 7, 11A
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 129
-Paragraph 2, 3, 4, 5, 6, 7, 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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-Paragraph 29, 30, 31
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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-Name Staff Accounting Bulletin (SAB)
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
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-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
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+ Details

Note 14 - Business Segment Reporting

6 Months Ended

Nov. 27, 2011

Segment Reporting Disclosure [Text Block]

14. Business Segment Reporting

The Company manages its business operations through four strategic business units. Based upon the information reported to the chief operating decision maker, who is the Chief Executive Officer, the Company has the following reportable segments: the Food Products Technology segment, the Food Export segment, the Hyaluronan-based Biomaterials segment and the Technology Licensing segment.

The Food Products Technology segment markets and packs specialty packaged whole and fresh-cut vegetables that incorporate the BreatheWay specialty packaging for the retail grocery, club store and food services industry. In addition, the Food Products Technology segment sells BreatheWay packaging to partners for non-vegetable products. The Food Export segment consists of revenues generated from the purchase and sale of primarily whole commodity fruit and vegetable products to Asia and domestically. The HA-based Biomaterials 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 for medical use primarily in the Ophthalmic, Orthopedic and Veterinary markets. The Technology Licensing segment licenses Landec’s patented Intellicoat seed coatings to the farming industry and licenses the Company’s Intelimer polymers for personal care products and other industrial products. Corporate includes corporate general and administrative expenses, non Food Products Technology and non HA-based Biomaterials interest income and Company-wide income tax expenses. All of the assets of the Company are located within the United States of America. The Company’s international sales were as follows (in millions):

	Three Months Ended				Six Months Ended
	November 27,		November 28,		November 27,		November 28,
	2011		2010		2011		2010
Taiwan	$	9.6	$	8.3	$	19.0	$	16.8
Indonesia	$	6.4	$	5.0	$	13.9	$	8.7
Canada	$	4.9	$	4.5	$	9.9	$	9.2
Belgium	$	6.3	$	4.7	$	8.1	$	7.7
Japan	$	3.8	$	2.6	$	6.2	$	5.0
All Other Countries	$	5.8	$	0.4	$	9.7	$	8.1

Operations by segment consisted of the following (in thousands):

Three Months Ended November 27, 2011	Food Products Technology		Food Export		HA-based Biomaterials		Technology Licensing		Corporate			TOTAL

Net sales	$	46,693	$	24,229	$	9,235	$	1,413	$	—		$	81,570
International sales	$	4,640	$	24,150	$	7,884	$	—	$	—		$	36,674
Gross profit	$	4,531	$	1,802	$	5,264	$	1,413	$	—		$	13,010
Net income (loss)	$	2,637	$	1,093	$	2,838	$	364	$	(3,592	)	$	3,340
Depreciation and amortization	$	771	$	2	$	555	$	46	$	—		$	1,374
Dividend income	$	281	$	—	$	—	$	—	$	—		$	281
Interest income	$	22	$	—	$	58	$	—	$	1		$	81
Interest expense	$	—	$	—	$	163	$	—	$	—		$	163
Income tax expense	$	—	$	—	$	—	$	—	$	2,049		$	2,049

Three Months Ended November 28, 2010
Net sales	$	40,649	$	19,635	$	8,422	$	1,462	$	—		$	70,168
International sales	$	4,166	$	19,571	$	6,325	$	—	$	—		$	30,062
Gross profit	$	3,752	$	1,230	$	5,411	$	1,462	$	—		$	11,855
Net income (loss)	$	853	$	607	$	2,841	$	544	$	(2,790	)	$	2,055
Depreciation and amortization	$	777	$	2	$	478	$	38	$	—		$	1,295
Interest income	$	45	$	—	$	36	$	—	$	36		$	117
Interest expense	$	—	$	—	$	209	$	—	$	—		$	209
Income tax expense	$	—	$	—	$	—	$	—	$	1,209		$	1,209

Six Months Ended November 27, 2011
Net sales	$	90,056	$	45,584	$	16,356	$	2,875	$	—		$	154,871
International sales	$	9,711	$	45,460	$	11,650	$	—	$	—		$	66,821
Gross profit	$	10,590	$	2,816	$	7,979	$	2,875	$	—		$	24,260
Net income (loss)	$	5,995	$	1,390	$	3,300	$	738	$	(6,271	)	$	5,152
Depreciation and amortization	$	1,551	$	4	$	1,083	$	91	$	—		$	2,729
Dividend income	$	563	$	—	$	—	$	—	$	—		$	563
Interest income	$	30	$	—	$	105	$	—	$	22		$	157
Interest expense	$	—	$	—	$	340	$	—	$	—		$	340
Income tax expense	$	—	$	—	$	―	$	—	$	3,159		$	3,159

Six Months Ended November 28, 2010	Food Products Technology		Food Export		HA-based Biomaterials		Technology Licensing		Corporate			TOTAL
Net sales	$	81,207	$	36,118	$	14,806	$	2,989	$	—		$	135,120
International sales	$	8,771	$	36,017	$	10,758	$	—	$	—		$	55,546
Gross profit	$	10,115	$	2,161	$	8,406	$	2,989	$	—		$	23,671
Net income (loss)	$	4,456	$	984	$	3,535	$	1,116	$	(5,732	)	$	4,359
Depreciation and amortization	$	1,561	$	4	$	962	$	75	$	—		$	2,602
Interest income	$	74	$	—	$	62	$	—	$	88		$	224
Interest expense	$	2	$	—	$	433	$	—	$	—		$	435
Income tax expense	$	—	$	—	$	―	$	—	$	2,561		$	2,561

During the six months ended November 27, 2011 and November 28, 2010, sales to the Company’s top five customers accounted for 42% and 43%, respectively, of revenues. The Company’s top customer from the Food Products Technology segment accounting for 16% and 15% for the six months ended November 27, 2011 and November 28, 2010, respectively. The Company expects that, for the foreseeable future, a limited number of customers may continue to account for a significant portion of its net revenues.

- 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

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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

Note 15 - Subsequent Events	6 Months Ended
Note 15 - Subsequent Events	Nov. 27, 2011
Subsequent Events [Text Block]	15. Subsequent Events The Company received the $4.0 million termination fee from Monsanto on November 30, 2011 (see Note 4). Based on Lifecore revenues for the twelve months ended December 31, 2011, the Company has determined that the earn out (see Note 2) has been fully earned and therefore the Company is obligated to pay the former owner of Lifecore $10 million before June 1, 2012.