TableTable of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended May 26, 2019,29, 2022, or
[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period forfrom _________ to _________.
Commission file number: 0-27446000-27446
LANDEC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware94-3025618
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification Number)
5201 Great America Pkwy Suite 232
Santa Clara, California 95054
2811 Airpark Drive
Santa Maria,California93455
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:
(650) 306-1650

Securities registered pursuant to Section 12(b) of the Act:
 Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.001 per shareLNDCThe NASDAQ Global Select Stock Market

Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ___ No   X  
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No   X  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   X   No ___
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   X   No ___ 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ___
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated Filer
Non Accelerated FilerSmaller Reporting Company
Large Accelerated Filer ___
Accelerated Filer   X  
Emerging Growth Company ___
Non Accelerated Filer ___   Smaller Reporting Company ___
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ___
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No   X  
The aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $351,940,000$225,356,000 as of November 23, 2018,29, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sales price on Thethe NASDAQ Global Select Market reported for such date. Shares of Common Stock held by each officer and director and by each person who owns 10% or more of the outstanding Common Stock have been excluded from such calculation in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of July 26, 2019,September 13, 2022, there were 29,146,29329,595,554 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement relating to its October 20192022 Annual Meeting of Stockholders which statement will(the “Proxy Statement”) to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this report,Annual Report on Form 10-K, are incorporated herein by reference where indicated. Except with respect to information specifically incorporated by reference in Part IIIthis Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part hereof.
















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Table of Contents
LANDEC CORPORATION
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
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Explanatory Note
PART I
Restatement Background
In this Annual Report on Form 10-K for the year ended May 29, 2022, Landec Corporation (the “Company”) is restating (the “Restatement”) its previously issued (i) unaudited consolidated balance sheets as of February 27, 2022 and May 30, 2021, (ii) unaudited consolidated statement of comprehensive (loss) income for the three and nine months ended February 27, 2022, (iii) unaudited consolidated statement of cash flows for the nine months ended February 27, 2022, (iv) unaudited consolidated statement of changes in stockholders' equity, and unaudited notes related thereto, as previously reported in our Quarterly Report on Form 10-Q for the third quarter period ended February 27, 2022 (the “Prior Financial Statements”).
The Restatement results from corrections by the Company primarily related to:
(i) the classification of certain expenses and the recording of accruals related to the Company’s recent disposition activities and the Company’s corporate transition of Landec Corporation to Lifecore Biomedical, which were previously classified as restructuring expenses from continuing operations in our Prior Financial Statements, but which the Company intends to correct to classify as selling, general and administrative expenses, and cost of goods sold within continuing operations;
(ii) the treatment of the fees received and costs incurred by the Company pursuant to the transition services agreement related to the sale of the Curation Foods’ Eat Smart business (the “TSA”), for which the Company had previously recognized the net of the TSA fees received and costs incurred as loss on sale of Eat Smart within discontinued operations, but for which the Company intends to correct to classify the TSA fees received by the Company within transition services income and the TSA costs incurred by the Company as selling, general and administrative expenses within continuing operations; and
(iii) the classification of certain costs and expenses related to the Company’s recent disposition activities and the Company’s corporate transition of Landec Corporation to Lifecore Biomedical, which were previously classified as loss on sale of Eat Smart within discontinued operations, but which the Company intends to correct to classify as selling, general and administrative expenses within continuing operations.
The Company has assessed the materiality of these corrections in accordance with the U.S. Securities and Exchange Commission Staff Accounting Bulletin ("SAB") No. 99, Materiality and SAB No. 108, Quantifying Financial Statement Misstatements, and has concluded that the Prior Financial Statements should be restated. The corrections regarding the presentation of Prior Financial Statements are reflected in Note 1 Organization, Basis of Presentation, and Summary of Significant Accounting Policies, in Part IV, Item 15 of this Annual Report on Form 10-K.
Restatement Overview
In connection with the restatement of the Prior Financial Statements, the Company, in this Annual Report on Form 10-K:
1.restated the Prior Financial Statements, in Note 1 Organization, Basis of Presentation, and Summary of Significant Accounting Policies, in Part IV, Item 15 of this Annual Report on Form 10-K;
2.updated the risk factor relating to its material weakness in its internal controls over financial reporting in Item 1A. of Annual Report on Form 10-K; and
3.updated its disclosures regarding its controls and procedures in Part II, Item 9A. of Annual Report on Form 10-K.
The financial information that has been previously filed or otherwise reported for the Prior Financial Statements is superseded by the information in this Annual Report on Form 10-K. See Note 1 Organization, Basis of Presentation, and Summary of Significant Accounting Policies, in Part IV, Item 15 of this Annual Report on Form 10-K for additional information on the restatement and the related financial statement impact.

Internal Controls Considerations
In connection with the Restatement described above, management has determined that there was a material weakness in the Company's design and operation of effective internal control over completeness and accuracy for non-standard transactions, which included discontinued operations and restructuring costs as of May 29, 2022. For a discussion of management’s considerations of the Company’s disclosures controls and procedures, internal controls over financial reporting, and material weakness identified, refer to “Controls and Procedures” in Part II, Item 9A of this Annual Report on Form 10-K.
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Cautionary Note About Forward-Looking Statements
This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results that are subject to the safe harbor created under the Private Securities Litigation Reform Act of 1995 and other safe harbors under the Securities Act of 1933 and the Securities Exchange Act of 1934. Words such as “projected,” “expects,” “believes,” “intends,” “assumes”“anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “might”, “will”, “should”, “can have”, “likely” and similar expressions are used to identify forward-looking statements. TheseAll forward-looking statements are madesubject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Potential risks and uncertainties include, without limitation, the timing and expenses associated with operations, the ability to achieve acceptance of our new products in the market place, weather conditions that can affect the supply and price of produce, government regulations affecting our business, uncertainties related to COVID-19 and the impact of our responses to it, the timing of regulatory approvals, the ability to successfully integrate Yucatan Foods into the Curation Foods business, the mix between domestic and international sales, and those other risks mentioned in Item 1A. “Risk Factors” of this report.
We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon current expectationsdetailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and projections aboutit is impossible for us to anticipate all factors that could affect our business and assumptions made byactual results. Accordingly, our management and are not guarantees of future performance, nor do we assume any obligation to update such forward-looking statements after the date this report is filed. Our actual results could differ materially from those projected in the forward-looking statements for many reasons, including the risk factors listed in Item 1A. “Risk Factors” of this report.
All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in this report and hereafter in our other SEC filings and public communications.
You should evaluate all forward-looking statements made by us in the context of all risks and uncertainties described with respect to our business. We caution you that the risks and uncertainties identified by us may not be all of the factors discussed below.that are important to you. Furthermore, the forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Item 1.Business

PART I

Item 1.    Business
Corporate Overview
Landec Corporation and its subsidiaries (“Landec”Landec,” the “Company”, "we" or the “Company”"us") design, develop, manufacture, and sell differentiated health and wellness products for biomaterials and food markets, and biomaterials markets. There continueslicense technology applications to bepartners.
On August 10, 2022, Landec formally announced that we will become a dramatic shift in consumer behaviorCDMO-focused life sciences company with a planned corporate rebranding including renaming the Company to healthier eating habitsLifecore Biomedical and preventive wellness to improve qualityexploring potential sales opportunities of life. In ourthe Company’s remaining Curation Foods Inc. business (formerly known as Apio, Inc., see below for further discussion on the renaming of our natural foods business), we are committed to offering healthy, fresh produce products conveniently packaged to consumers. In ourassets.
Landec’s biomedical company, Lifecore Biomedical, Inc. (“Lifecore”) biomaterials business, we commercialize, is a fully integrated contract development and manufacturing organization (“CDMO”) that offers highly differentiated capabilities in the development, fill and finish of sterile, injectable pharmaceutical products that enable peoplein 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 stay more active as they grow older.

bring their innovations to market.
Landec’s natural food company, Curation Foods, Inc. (“Curation Foods”) is focused on innovating and Lifecore businesses utilize polymer chemistry technology, a key differentiating factor. Both businesses focus on business-to-business selling such as selling directlydistributing plant-based foods with 100% clean ingredients to retail, grocery store chainsclub and club stores for Curation Foodsfoodservice channels throughout North America.
Landec was incorporated in California on October 31, 1986 and directly to partners inreincorporated as a Delaware corporation on November 6, 2008. Landec’s common stock is listed on the medical deviceNASDAQ Global Select Market under the symbol “LNDC”. The Company’s principal executive offices are located at 2811 Airpark Drive Santa Maria, California 93455, and pharmaceutical markets for Lifecore.the telephone number is (650) 306-1650.
With the discontinuation of the Food Export business in the fourth quarter of fiscal 2018,
Reportable Segments
Landec has three reportable business segments – Lifecore, Curation Foods, and Other, which are described below.
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Lifecore eachBiomedical

Lifecore, located in Chaska, Minnesota, is a fully integrated CDMO that offers highly differentiated capabilities in the development, fill and finish of sterile, injectable pharmaceutical products in syringes and vials. It is involved in the manufacture of pharmaceutical-grade sodium hyaluronate (“HA”) in bulk form as well as formulated and filled syringes and vials for injectable products used in treating a broad spectrum of medical conditions and procedures. Lifecore uses its fermentation process and aseptic formulation and filling expertise to be a leader in the development of HA-based products for multiple applications and to take advantage of non-HA device and drug opportunities which is described below,leverage its expertise in manufacturing and an Other segment. Duringaseptic syringe filling capabilities.

Lifecore CDMO provides product development services to its partners for HA-based, as well as non-HA based, aseptically formulated and filled products. 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 clinical studies.

Built over many years of experience, Lifecore separates itself from its competition based on its five areas of expertise, including but not limited to Lifecore’s ability to:

Establish strategic relationships with market leaders:
Lifecore continues to develop applications for products with partners who have strong marketing, sales, and distribution capabilities to end-user markets. Through its strong reputation and history of providing pharmaceutical grade HA and products, Lifecore has established long-term relationships with global and emerging biopharmaceutical and biotechnology companies across multiple therapeutic categories, and leverages those partnerships to attract new relationships in other medical markets.
Expand medical applications for HA:
Due to the fourth quartergrowing knowledge of fiscal year 2019 the Company discontinued its Now Planting® business. The operating resultsunique characteristics of HA and Lifecore’s unique strength and historyas a trusted manufacturer of pharmaceutical injectable grade HA products, Lifecore continues to identify and pursue opportunities for the Food Exportuse of HA in other medical applications, such as wound care, aesthetic surgery, drug delivery, next generation orthopedics and Now Planting businesses are presented as a discontinued operationdevice coatings, and through sales to academic and corporate research customers. Further applications may involve expanding process development activity and/or additional licensing of technology.
Utilize manufacturing infrastructure to meet customer demand:
Lifecore has made strategic capital investments in its CDMO business focusing on extending its aseptic filling capacity and capabilities to meet increasing partner demand and to attract new contract filling opportunities outside of HA markets. Lifecore is using its manufacturing capabilities to provide contract manufacturing and development services to its partners in the Company's accompanying Consolidated Financial Statementsarea of sterile pre-filled syringes and vials, as well as fermentation and purification requirements.
Maintain flexibility in product development and supply relationships:
Lifecore’s vertically integrated development and manufacturing capabilities allow it to establish a variety of contractual relationships with global corporate partners. Lifecore’s role in these relationships extends from supplying HA raw materials to providing technology transfer and development services to manufacturing aseptically filled, finished sterile products, and assuming full supply chain responsibilities.

Deliver consistent quality:
Lifecore has built a world class quality and regulatory system that is demonstrated in its results, processes and customer relationships. With over 35 years of a superior track record with global regulatory bodies (FDA, EMA, ANVISA, etc.), Lifecore is the financial resultspartner of choice for fiscal years 2019, 2018,companies looking for proven experience in delivering QbD, cGMP compliance, and 2017.manufacturing excellence with pharmaceutical elegance and quality. Lifecore’s world class quality and regulatory system and excellent track record with the global regulatory bodies ensure partners that they will safely bring innovative therapies to market.

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Curation Foods

On January 11, 2019, the Company marked the completion of its transition from a packaged fresh vegetables company to a branded, natural foods company by changing the name of its food business from Apio, Inc (“Apio”) to Curation Foods Inc. Curation Foods will serve as the corporate umbrella for a portfolio of four natural food brands, including the Company’s flagship brand Eat Smart® as well as its three emerging natural foods brands, O Olive Oil & Vinegar® ("O") products, and Yucatan® and Cabo Fresh® authentic guacamole and avocado products that were acquired by the Company through the acquisition of Yucatan Foods, Inc. on December 1, 2018.Overview

The Company sells specialty packaged Eat Smart branded salads and private label fresh-cut vegetables and whole produce to retailers, club stores, and food service operators, primarily in the United States and Canada. The Company also sells premier California specialty O olive oils and wine vinegars to natural food, conventional grocery and mass retail stores primarily in the United States and Canada. The majority of Yucatan and Cabo Fresh guacamole and avocado food products are sold in the U.S. grocery channel, but they are also sold in U.S. mass retail, Canadian grocery retail and foodservice channels.

The Eat Smart brand combines our proprietary BreatheWay® food packaging technology with the capabilities of a large national food supplier and value-added produce processor to foodservice operators, as well as under private labels. Within the Eat Smart brand, produce is processed by trimming, washing, sorting, blending, and packaging into bags and trays that in most cases incorporate Landec’s BreatheWay membrane technology. The BreatheWay membrane increases shelf-life and reduces shrink (waste) for retailers and helps to ensure that consumers receive fresh produce by the time the product makes its way through the distribution chain. Curation Foods also generates revenue from the sale and/or use of its BreatheWay technology by partners such as Windset Holding 2010 Ltd., a Canadian corporation (“Windset”), for packaging of greenhouse grown cucumbers and peppers.

Lifecore

Lifecore operates our biomaterials business and is involved in the development and manufacture of pharmaceutical-grade sodium hyaluronate (“HA”) products and providing contract development and aseptic manufacturing services. Sodium hyaluronate is a naturally occurring polysaccharide that is widely distributed in the extracellular matrix in animals and humans. Based upon Lifecore’s expertise working with highly viscous HA, the Company specializes in fermentation and aseptic formulation, filling, and packaging services, as a contract development and manufacturing organization (“CDMO”), for difficult to handle (viscous) materials filled in finished dose vials and syringes.

Landec was incorporated in California on October 31, 1986 and reincorporated as a Delaware corporation on November 6, 2008. Our common stock is listed on The NASDAQ Global Select Market under the symbol “LNDC”. The Company’s principal executive offices are located at 5201 Great America Parkway, Suite 232, Santa Clara, California 95054, and the telephone number is (650) 306-1650.
Description of Core Business

Landec operates its business in three reportable business segments: Curation Foods, Lifecore, and Other.

Curation Foods
The Curation Foods business is comprised of Curation Foods' packaged fresh vegetables business sold primarily under the Eat Smart brand, O branded olive oils and wine vinegars, and Yucatan and Cabo Fresh guacamole and avocado food products.

Eat Smart Packaged Fresh Vegetables

Based in Santa Maria, California, Curation Foods’ primary business is the processing, marketing and selling of vegetable-based saladsguacamole, avocado products, and fresh-cutolive oils and whole vegetablewine vinegars. Curation Foods serves as the corporate umbrella for its portfolio of three natural food brands, O Olive Oil & Vinegar® products, primarily packaged in its proprietary BreatheWay packaging. The packaged fresh vegetables business markets a variety of salads and fresh-cutYucatan® and whole vegetables toCabo Fresh® authentic guacamole and avocado products. We believe that the top retail grocery chains, club stores, and food service operators.

There are four major distinguishing characteristics of Curation Foods that provide competitive advantages in the Company's Eat Smart packagedadvantage are insight driven product innovation, diversified fresh vegetables market:

Packaged Saladsfood supply chain, refrigerated supply chain and Vegetables Supplier: Curation Foods has structured its packaged fresh vegetables business as a marketer and seller of branded and private label blended, salads and fresh-cut and whole vegetable products. It is focused on selling products primarily under its Eat Smart brand and private label brands. As retail grocery chains, club stores and food service operators consolidate,customer reach. We believe that Curation Foods is well positioned as a single source of a broad range of its products.

Nationwide ProcessingOn December 13, 2021 (the “Closing Date”), Landec and Distribution: Curation Foods has strategically invested in its salads(together, the “Sellers”), and fresh-cut vegetables business.Taylor Farms Retail, Inc. (“Taylor Farms” and together with the Sellers, the “Parties”) completed the sale (the “Eat Smart Disposition”) of Curation Foods’ largest processing plant isEat 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 in Guadalupe, CA, and is automated with state-of-the-art vegetable processing equipment in onecash, subject to post-closing adjustments based upon net working capital at the Closing Date. As part of the lower cost, growing regions in California, the Santa Maria Valley. Curation Foods also has three East Coast processing facilities and five East Coast distribution centers for nationwide delivery of all of its packaged salads and vegetable products in order to meet the next-day delivery needs of customers.

Expanded Product Line Using Technology and Unique Blends: Curation Foods is introducing new salads and packaged vegetable products each year, and many of these products use our BreatheWay packaging technology to extend shelf-life. These new product offerings range from various sizes of fresh-cut bagged products, to vegetable trays, to whole produce, to vegetable salads and to snack packs. During the last twelve months, Curation Foods introduced twenty new unique products.

Products Currently in Approximately 67% of North American Retail Grocery Stores: Curation Foods' packaged fresh vegetables business has products in approximately 67% of all North American retail grocery stores. This gives Curation Foods the opportunity to sell new products to existing customers and to increase distribution of its approximately 120 unique packaged fresh vegetable products within those customers.


Most vegetable products packaged in the Company’s BreatheWay packaging have a shelf-life of approximately 17 days. In addition to packaging innovation, the Company has developed innovative blends and combinations of vegetables that are sold in flexible film bags or rigid trays. The Company has launched a family of salad kits that are comprised of “superfood” mixtures of vegetables with healthy toppings and dressings. The first salad kit to launch under the Eat Smart brand was Sweet Kale Salad, which now has significant distribution throughout clubDisposition, Taylor Farms acquired, among other assets related to the Business, the manufacturing facility and retail storeswarehouses (and corresponding equipment) located in North America. Additionally, we have launchedBowling Green, Ohio and Guadalupe, California, as well as inventory, accounts receivable and 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.
Following the Eat Smart brand several other superfood salad kits including ChoppedDisposition, and Crumble™ salads, Southwest Salad,BreatheWay sale subsequent to fiscal year end, Curation Foods retains its O Olive and Asian Sesame Salad to nameYucatan businesses, and the Company retains its Lifecore business.
As a few and, more recently, a lineresult of single-serve salads under our Salad Shake-Ups!™ brand. The Company’s expertise includes accessing leading culinary experts and nutritionists nationally to help in the new product development process. We believe that the Company’s new products are “on trend” and strong market acceptance supports this belief. Recent statistics show that more than two-thirds of adults are considered to be overweight or obese. More and more consumers are beginning to make better food choices in their schools, homes, and in restaurants and that is where our Eat Smart products can fit into consumers’ daily healthy food choices.Disposition, the Company met the requirements of ASC 205-20, to report the results of the Eat Smart business as a discontinued operation. Accordingly, the operating results for the Eat Smart business have been reclassified as a discontinued operation within these consolidated financial statements.

Curation Foods Brands
The Company also periodically licenses its BreatheWay packaging technology to partners for packaging fruits and vegetables, and Windset for packaging peppers and cucumbers that are grown hydroponically in greenhouses. These packaging license relationships generate revenues either from product sales or royalties once commercialized. The Company is engaged in the testing and development of other BreatheWay products. Landec manufactures its BreatheWay packaging through selected qualified contract manufacturers.

Windset

The Company believes that hydroponically-grown produce using Windset’s know-how and growing practices will result in higher yields with competitive growing costs that will provide dependable year-round supply to Windset’s customers. In addition, the produce grown in Windset’s greenhouses uses significantly less water than field grown crops and has a very high safety profile as no soil is used in the growing process. Windset owns and operates greenhouses in British Columbia, Canada and California. In addition to growing produce in its own greenhouses, Windset has numerous marketing arrangements with other greenhouse growers and utilizes buy/sell arrangements to meet fluctuation in demand from their customers.

O Olive OilsOil & Vinegars

Vinegar ("O"):The Company acquired O on March 1, 2017. O, founded in 1995, is based in Petaluma, California, and is the premier producer of California specialty olive oils and wine vinegars. Its products are sold in natural food, conventional grocery and mass retail stores, primarily in the United States and Canada.

Yucatan & Cabo Fresh Avocado Products:The Company acquired Yucatan Foods on December 1, 2018. Yucatan Foods was founded in 1991.As part of the acquisition of Yucatan Foods, Curation Foods acquired the newly built production facility in Guanajuato, Mexico. The Yucatan Foods business added a double-digit growth platform, a lower-cost infrastructure in Mexico, and higher margin product offerings that generally exhibit less sourcing volatility. The Company manufactures and sells Yucatan and Cabo Fresh guacamole and avocado food products primarily to the U.S. grocery channel, but also to the U.S. mass retail, Canadian grocery retail and foodservice channels.
BreatheWay Packaging Technology: The Company’s BreatheWay membrane technology establishes a beneficial packaging atmosphere adapting to changing fresh product respiration and temperature in order to extend freshness naturally. Subsequent to the fiscal year ended May 29, 2022, on June 2, 2022, the Company sold its BreatheWay technology business for $3.2 million in cash.
Windset: Until June 1, 2021, the Company held a 26.9% investment ownership in Windset Holding 2010 Ltd. (“Windset”), a leading edge grower of hydroponically-grown produce. Included in discontinued operations are the dividends and Landec’s share of the change in fair market value of its investment in Windset.
On June 1, 2021, the Company and Curation Foods sold all of its equity interests of Windset in exchange for an aggregate purchase price of $45.1 million, subject to certain adjustments.
Other
Included in the Other segment is Corporate, which includes corporate general and administrative expenses, non-Lifecore and non-Curation Food interest income, interest expense, and income tax expenses.
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COVID-19 Pandemic
There are many uncertainties regarding the current novel coronavirus (“COVID-19”) pandemic, including the scope of scientific and health issues, the anticipated duration of the pandemic, and the extent of local and worldwide social, political, and economic disruption it may cause. The COVID-19 pandemic, as well as actions taken in response to the pandemic, have had and we believe will continue to have significant adverse impacts on many aspects of the Company’s operations, directly and indirectly, including with respect to sales, customer behaviors, business and manufacturing operations, inventory, the Company’s employees, and the market generally, and the scope and nature of these impacts continue to evolve each day. The Company expects to continue to assess the evolving impact of the COVID-19 pandemic, and intends to continue to make adjustments to its responses accordingly.

Sales and Marketing
Lifecore relies on name recognition and referrals regarding its biomedical-based CDMO and manufacturing experience and expertise to attract new customers and offers its services with minimal marketing and sales infrastructure.
Curation Foods is supported by dedicated sales and marketing teams located throughout the U.S. and Canada.
Manufacturing and Processing
Seasonality
Lifecore is not significantly affected by seasonality. Curation Foods can be affected by seasonal weather factors, which can result in higher costs of sourcing and processing its products.
Lifecore Biomedical
The commercial production of HA requires fermentation, separation, and purification and aseptic processing capabilities. HA can primarily be produced in two ways, either through bacterial fermentation or through extraction from rooster combs. Lifecore produces HA only from bacterial fermentation, using an efficient microbial fermentation process and an effective purification operation.
Lifecore’s facilities in Chaska, Minnesota are used for the HA and non-HA manufacturing process, formulation, aseptic syringe and vial filling, analytical services, secondary packaging, warehousing raw materials and finished goods, and distribution.Lifecore provides versatility in the manufacturing of various types of finished products and supplies several different forms of HA and non-HA products in a variety of molecular weight fractions as powders, solutions and gels, and in a variety of bulk and single-use finished packages. As of the date of this report, the Company believes that its current manufacturing capacity plan will be sufficient to allow it to meet the needs of its current customers for the foreseeable future.
Curation Foods
O Olive Oil & Vinegar
O uses third parties to crush, process, and bottle its olive oil products, primarily within California. The fermentation, production, and processing of vinegar is performed at the Company’s facility in Petaluma, California, using ingredients sourced from various third parties primarily within California. O uses third parties in California to bottle its vinegar products.
YucatanSales and Cabo FreshMarketing

Lifecore relies on name recognition and referrals regarding its biomedical-based CDMO and manufacturing experience and expertise to attract new customers and offers its services with minimal marketing and sales infrastructure.
The Company acquired Yucatan Foods on December 1, 2018. Yucatan Foods, founded in 1991, is based in Los Angeles, California. As part of the acquisition of Yucatan Foods, Curation Foods acquiredis supported by dedicated sales and marketing teams located throughout the newly built production facility in Guanajuato, Mexico. The Yucatan Foods business adds another double-digit growth platform, a lower-cost infrastructure in Mexico,U.S. and higher margin product offerings that generally exhibit less sourcing volatility.Canada.

Manufacturing and Processing
LifecoreSeasonality
Lifecore is involvednot significantly affected by seasonality. Curation Foods can be affected by seasonal weather factors, which can result in the manufacturehigher costs of pharmaceutical-grade sodium hyaluronatesourcing and processing its products.
Lifecore Biomedical
The commercial production of HA requires fermentation, separation, and purification and aseptic processing capabilities. HA can primarily be produced in bulk form as well as formulated and filled syringes and vials for injectable products used in treating a broad spectrum of medical conditions and procedures.two ways, either through bacterial fermentation or through extraction from rooster combs. Lifecore leverages itsproduces HA only from bacterial fermentation, using an efficient microbial fermentation process to manufacture premium, pharmaceutical-grade HA and uses its aseptic filling capabilities to deliver private-labelan effective purification operation.
Lifecore’s facilities in Chaska, Minnesota are used for the HA and non-HA manufacturing process, formulation, aseptic syringe and vial filling, analytical services, secondary packaging, warehousing raw materials and finished goods, and distribution.Lifecore provides versatility in the manufacturing of various types of finished products to its customers.
Lifecore provides product development services to its partners for HA-based, as well as non-HA based, aseptically formulated and filled products. These services include activities such as technology transfer, material component changes, analytical method development, formulation development, pilot studies, stability studies, process validation, and production of materials for clinical studies.

Lifecore uses its fermentation process and aseptic formulation and filling expertise to be a leader in the development of HA-based products for multiple applications and to take advantage of non-HA device and drug opportunities which leverage its expertise in manufacturing and aseptic syringe filling capabilities. Elements of Lifecore’s strategy include the following:


Establish strategic relationships with market leaders: Lifecore will continue to develop applications for products with partners who have strong marketing, sales, and distribution capabilities to end-user markets. Through its strong reputation and history of providing pharmaceutical grade HA and products, Lifecore has been able to establish long-term relationships with the market leading ophthalmic surgical companies, and leverages those partnerships to attract new relationships in other medical markets.

Expand medical applications for HA: Due to the growing knowledge of the unique characteristicssupplies several different forms of HA and the role it playsnon-HA products in normal physiology, Lifecore continues to identify and pursue opportunities for the use of HA in other medical applications, such as wound care, aesthetic surgery, drug delivery, next generation orthopedics and device coatings, and through sales to academic and corporate research customers. Further applications may involve expanding process development activity and/or additional licensing of technology.

Utilize manufacturing infrastructure to pursue contract aseptic filling and fermentation opportunities: Lifecore has made strategic capital investments in its CDMO business focusing on extending its aseptic filling capacity and capabilities. It is investing in this segment to meet increasing partner demand and attract new contract filling opportunities outside of HA markets. Lifecore is using its manufacturing capabilities to provide contract manufacturing and development services to its partners in the area of sterile pre-filled syringes and vials, as well as, fermentation and purification requirements.

Maintain flexibility in product development and supply relationships: Lifecore’s vertically integrated development and manufacturing capabilities allow it to establish a variety of contractual relationships with global corporate partners. Lifecore’s role in these relationships extends from supplying HA raw materials to providing technology transfermolecular weight fractions as powders, solutions and development services to manufacturing aseptically filled, finished sterile products,gels, and assuming full supply chain responsibilities.

Other

Included in the Other segment is Corporate, which includes corporate general and administrative expenses, non-Curation Foods and non-Lifecore interest income and income tax expenses.
Technology Overview
The Company has two proprietary polymer technology platforms: (1) Intelimer® materials, which are the key technology behind our BreatheWay membrane technology, and (2) hyaluronan biopolymers. The Company’s materials are generally proprietary as a result of being patented or being specially formulated for specific customers to meet specific commercial applications and/or specific regulatory requirements. The Company’s polymer technologies, customer relationships, trade names and strong channels of distribution are the foundation and key differentiating advantages on which Landec has built its business.
Intelimer Polymers
Intelimer polymers are crystalline, hydrophobic polymers that use a temperature switch to control and modulate properties such as viscosity, permeability and adhesion when varying the materials’ temperature above and below the temperature switch. The sharp temperature switch is adjustable at relatively low temperatures (0°C to 100°C) and the changes resulting from the temperature switch are relatively easy to maintain in industrial and commercial environments. For instance, Intelimer polymers can change within the range of one or two degrees Celsius from a non-adhesive state to a highly tacky, adhesive state; from an impermeable state to a highly permeable state; or from a solid state to a viscous liquid state.
Landec's proprietary polymer technology is based on the structure and phase behavior of Intelimer materials. The abrupt thermal transitions of specific Intelimer materials are achieved through the controlled use of hydrocarbon side chains that are attached to a polymer backbone. Below a pre-determined switch temperature, the polymer's side chains align through weak hydrophobic interactions resulting in a crystalline structure. When this side chain crystallizable polymer is heated to, or above, this switch temperature, these interactions are disruptedvariety of bulk and the polymer is transformed into an amorphous, viscous state. Because this transformation involves a physical and not a chemical change, this process can be repeatedly reversible. Landec can set the polymer switch temperature anywhere between 0°C to 100°C by varying the average lengthsingle-use finished packages. As of the side chains.

Landec's Intelimer materials are readily available and are generally synthesized from long side-chain acrylic monomers that are derived primarily from natural materials such as coconut and palm oils that are highly purified and designed to be manufactured economically through known synthetic processes. These acrylic-monomer raw materials are then polymerized by Landec leading to many different side-chain crystallizable polymers whose properties vary depending upondate of this report, the initial materials and the synthetic process. Intelimer materials can be made into many different forms, including films, coatings, microcapsules and discrete forms. Intelimer polymers are the coatings on the substrate used to form our BreatheWay membranes.
BreatheWay Membrane Packaging 
Certain types of fresh-cut and whole produce can spoil or discolor rapidly when packaged in conventional packaging materials and, therefore, are limited in their ability to be distributed broadly to markets. The Company’s proprietary BreatheWay packaging technology utilizes Landec’s Intelimer polymer technology to naturally extend the shelf-life and quality of fresh-cut and whole produce.
After harvesting, vegetables and fruit continue to respire, consuming oxygen and releasing carbon dioxide. Too much or too little oxygen can result in premature spoilage and decay. The respiration rate of produce varies for each fruit and vegetable. Conventional packaging films used today, such as polyethylene and polypropylene, can be made with modest permeability to oxygen and carbon dioxide, but often do not provide the optimal atmosphere for the packaged produce. To achieve optimal product performance, each fruit or vegetable requires its own unique package atmosphere conditions. The challenge facing the industry is to develop packaging that meets the highly variable needs that each product requires in order to achieve value-creating performance. The Company believes that its BreatheWay packaging technology possesses allcurrent manufacturing capacity plan will be sufficient to allow it to meet the needs of the critical functionalities required to serve this diverse market. In creating a product package, a BreatheWay membrane is applied over a small cutout section or an aperture of a flexible film bag or plastic tray. This highly permeable “window” acts as the mechanism to provide the majority of the gas transmission requirementsits current customers for the entire package. These membranes are designedforeseeable future.
Curation Foods
O Olive Oil & Vinegar
O uses third parties to provide three principal benefits:
High Permeability: Landec's BreatheWay packaging technologycrush, process, and bottle its olive oil products, primarily within California. The fermentation, production, and processing of vinegar is designedperformed at the Company’s facility in Petaluma, California, using ingredients sourced from various third parties primarily within California. O uses third parties in California to permit transmission of oxygen and carbon dioxide at 300 to 1,000 times the rate of conventional packaging films. The Company believes that these higher permeability levels will facilitate the packaging diversity required to market many types of fresh-cut and whole produce in many package sizes and configurations.
Ability to Adjust Oxygen and Carbon Dioxide Ratios: BreatheWay packaging can be tailored with carbon dioxide to oxygen transfer ratios ranging from 1.0 to 12.0 to selectively transmit oxygen and carbon dioxide at optimum rates to sustain the quality and shelf-life of packaged produce. Other high permeability packaging materials, such as micro-perforated films cannot differentially control carbon dioxide permeability, resulting in sub-optimal package atmosphere conditions for many produce products.
Temperature Responsiveness: Landec has developed breathable membranes that can be designed to increase or decrease permeability in response to environmental temperature changes. The Company has developed packaging that responds to higher oxygen requirements at elevated temperatures, but is also reversible, and returns tobottle its original state as temperatures decline. As the respiration rate of fresh produce also increases with temperature, the BreatheWay membrane’s temperature responsiveness allows packages to compensate for the change in produce respiration by automatically adjusting gas permeation rates. By doing so, detrimental package atmosphere conditions are avoided and improved quality is maintained through the distribution chain.vinegar products.
Sodium Hyaluronate (HA)
Sodium hyaluronate is a non-crystalline, hydrophilic polymer that exists naturally as part of the extracellular matrix in many tissues within the human body, most notably within the aqueous humor of the eye, synovial fluid, skin and umbilical cord. The viscoelastic properties and water solubility of HA make it ideal for medical applications where space maintenance, lubricity, drug delivery or tissue protection are critical. Because of its widespread presence in tissues, its critical role in normal physiology, and its high degree of biocompatibility, the Company believes that hyaluronan will continue to be used in existing applications and for an increasing variety of other medical applications.
Sodium hyaluronate was first demonstrated to have commercial medical utility as a viscoelastic solution in cataract surgery. In this application, it is used for maintaining the space in the anterior chamber and protecting corneal tissue during the removal and implantation of intraocular lenses. HA-based products have gained widespread acceptance in ophthalmology and are currently used in the majority of cataract extraction procedures in the world. HA has also become a significant component in several products used in orthopedics. Lifecore’s HA is used as a viscous carrier for allogeneic freeze-dried demineralized bone used in spinal surgery, and as the active component of devices to treat the symptoms of osteoarthritis, and as a component to provide increased lubricity to medical devices. Lifecore’s HA has also been utilized in veterinary drug applications to treat traumatic arthritis.

Sales and Marketing
Lifecore relies on name recognition and referrals regarding its biomedical-based CDMO and manufacturing experience and expertise to attract new customers and offers its services with minimal marketing and sales infrastructure.
Curation Foods is supported by dedicated sales and marketing resourcesteams located in central California and throughout the U.S. and Canada.
Lifecore sells products to partners under supply agreementsManufacturing and also through distribution agreements. Excluding research sales, Lifecore does not sell to end users and, therefore, does not have the traditional infrastructure of a dedicated sales force and marketing employees. It is Lifecore’s name recognition and referrals that allow Lifecore it to attract new customers and offer its services with a minimal marketing and sales infrastructure.Processing
Seasonality
Lifecore is not significantly affected by seasonality. Curation Foods'Foods can be affected by seasonal weather factors, which can result in higher costs of sourcing product due to a shortage of essential produce items. Lifecore is not significantly affected by seasonality.
Manufacturing and Processing
Curation Foods
Eat Smart Packaged Fresh Vegetables
Packaged fresh vegetable products and fresh-cut packaged green beans are processed in the Company's facilities located in Guadalupe, California; Bowling Green, Ohio; Hanover, Pennsylvania; and Vero Beach, Florida. Cooling of produce is done through third parties and its own in-house cooling through its various cooling systems.
BreatheWay packaging products are comprised of polymer manufacturing, membrane manufacturing, and label package conversion. Contract manufacturers currently make virtually all of the polymers for the BreatheWay packaging system and breathable membranes. The Company performs the label package conversion in its various processing facilities.
O Olive Oils & Vinegars
O uses third parties to crush, process, and bottle its olive oil products, primarily within California. The fermentation, production, and processing of vinegar is performed at the Company's facility in Petaluma, California, using ingredients sourced from various third parties primarily within California. O uses third parties in California to bottle its vinegar products.
Yucatan and Cabo Fresh
Guacamole for the Yucatan and Cabo Fresh brands is primarily produced and packed at the Company's facility in Guanajuato, Mexico, using ingredients sourced from various third parties within the United States and Mexico.
Lifecore Biomedical
The commercial production of HA requires fermentation, separation, and purification and aseptic processing capabilities. HA can primarily be produced in two ways, either through bacterial fermentation or through extraction from rooster combs. Lifecore produces HA only from bacterial fermentation, using an extremely efficient microbial fermentation process and a highlyan effective purification operation.
Lifecore’s facilities in Chaska, Minnesota are used primarily for the HA and non-HA manufacturing process, formulation, aseptic syringe and vial filling, analytical services, secondary packaging, warehousing raw materials and finished goods, and distribution.Lifecore provides versatility in the manufacturing of various types of finished products and supplies several different forms of HA and non-HA products in a variety of molecular weight fractions as powders, solutions and gels, and in a variety of bulk and single-use finished packages. TheAs of the date of this report, the Company believes that its current manufacturing capacity plan will be sufficient to allow it to meet the needs of its current customers for the foreseeable future.

Curation Foods
PatentsO Olive Oil & Vinegar
O uses third parties to crush, process, and Proprietary Rightsbottle its olive oil products, primarily within California. The fermentation, production, and processing of vinegar is performed at the Company’s facility in Petaluma, California, using ingredients sourced from various third parties primarily within California. O uses third parties in California to bottle its vinegar products.
Yucatan and Cabo Fresh
Guacamole for the Yucatan and Cabo Fresh brands is primarily produced and packed at the Company’s facility in Guanajuato, Mexico, using ingredients sourced from various third parties within the United States and Mexico.
BreatheWay
BreatheWay packaging systems use polymer manufacturing, membrane manufacturing, and label package conversion. Contract manufacturers make virtually all of the polymers for the BreatheWay packaging system and breathable membranes. Subsequent to the fiscal year ended May 29, 2022, on June 2, 2022, the Company sold its BreatheWay technology business for $3.2 million in cash.
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Competition
The Company's success dependsCompany operates in highly competitive and rapidly evolving fields, and new developments are expected to continue at a rapid pace. Competition from large part on itsfood-products, industrial, medical and pharmaceutical companies is expected to be intense. In addition, the nature of our collaborative arrangements may result in our business partners and licensees becoming our competitors. Many of our competitors have substantially greater financial and technical resources and production and marketing capabilities than we do, and may have substantially greater experience in conducting clinical and field trials, obtaining regulatory approvals and manufacturing and marketing commercial products.
The food industry is highly competitive, and further consolidation with our customers would likely increase competition. Competitive pressures also may restrict our ability to obtain patents, maintain trade secret protectionincrease prices, including in response to commodity and operate without infringingother cost increases. We sell branded, private brand, and customized food products, as well as commercially branded foods. Our branded products have an advantage over private brand products primarily due to advertising and name recognition, although private brand products typically sell at a discount to those of branded competitors. In addition, when branded competitors focus on price and promotion, the proprietary rights of third parties. The Company has had approximately 50 U.S. patents issued of which 23 remain active as of May 26, 2019environment for private brand producers becomes more challenging because the price difference between private brand products and branded products may become less significant. In most product categories, we compete not only with expiration dates ranging from 2019 to 2031. There can be no assurance that any of the pending patent applications will be approved, that the Company will develop additional proprietaryother widely advertised branded products, but also with other private label and store brand products that are patentable, that any patents issuedgenerally sold at lower prices. A strong competitive response from one or more of our competitors to our marketplace efforts, or a consumer shift towards more generic, lower-priced, or other value offerings, could result in us reducing pricing, increasing marketing or other expenditures, or losing market share. Our margins and profits could decrease if a reduction in prices or increased costs are not counterbalanced with increased sales volume.
In addition, substantial growth in e-commerce has encouraged the Company will provide the Company with competitive advantages, will not be challengedentry of new competitors and business models, intensifying competition by any third partiessimplifying distribution and lowering barriers to entry. The expanding presence of e-commerce retailers has impacted, and may continue to impact, consumer preferences and market dynamics, which in turn may negatively affect our sales or that the patents of others will not prevent the commercialization of products incorporating the Company's technology. Furthermore, there can be no assurance that others will not independently develop similar products, duplicate any of the Company's products or design around the Company's patents. Any of the foregoing results could have a material adverse effect on the Company's business, operating results and financial condition.profits.
Government Regulation
Curation FoodsLifecore
The Company’s food products and operations are also subject to regulation by various foreign, federal, state, and local agencies, with respect to production processes, product attributes, packaging, labeling, advertising, import, export, storage, transportation and distribution.
In the US, food products are primarily regulated by the Food and Drug Administration (FDA), which has the authority to inspect the Company’s food facilities, and regulates, among other things, food manufacturing, food packing and holding, food additives, food safety, the growing and harvesting of produce intended for human consumption, food transportation, food labeling, food packaging, and food supplier controls including foreign supplier verification.  In addition, advertising of our products is subject to regulation by the Federal Trade Commission (FTC), and operations are subject to certain health and safety regulations, such as those issued under the Occupational Safety and Health Act (OSHA). All of our US facilities and food products must be in compliance with the Federal Food, Drug, and Cosmetic Act (FDC Act) as amended by, among other things, the FDA Food Safety Modernization Act (FSMA). In addition, our operations in Mexico are subject to Mexican regulations through the SAGARPA, and our food products sold into Canada must be in compliance with applicable Canadian food safety and labeling regulations.
Lifecore
The FDA(“FDA”) regulates and/or approves the clinical trials, manufacturing, labeling, distribution, import, export, sale and promotion of medical devices and drug products in or from the United States. Some of the Company’s and its customers’ products are subject to extensive and rigorous regulation by the FDA, which regulates some of the products as medical devices or drug products, that in some cases require FDA Approvalapproval or clearance, prior to U.S. distribution of Pre-Market Approval (PMA)(“PMA”), or New Drug Applications (NDA)(“NDA”), or Pre-Market Notifications, or other submissions and by foreign countries, which regulate some of the products as medical devices or drug products.
Other regulatory requirements are placed on the design, manufacture, processing, packaging, labeling, distribution, record-keeping and reporting of a medical device or drug products and on the quality control procedures. For example, medical device and drug manufacturing facilities are subject to periodic inspections by the FDA to assure compliance with device and/or drug requirements, as applicable. The FDA also conducts pre-approval inspections for PMA and NDA product introduction. Lifecore’s facility is subject to inspections as both a device and a drug manufacturing operation. For PMA devices and NDA drug products, the company that owns the product submission is required to submit an annual report and also to obtain approval, as applicable, for modifications to the device, drug product, or its labeling. Similarly, companies that own FDA Pre-Market Notifications for marketed products must obtain additional FDA clearance for certain modifications to their devices or labeling. Other applicable FDA requirements include but are not limited to reporting requirements such as the medical device reporting regulation, which requires certain companies to provide information to the FDA regarding deaths or serious injuries alleged to have been associated with the use of its devices, as well as product malfunctions that would likely cause or contribute to death or serious injury if the malfunction were to recur. FDA also maintains adverse event reporting requirements for drug products, among other post-market regulatory requirements.
EmployeesCuration Foods
The Company’s food products and operations are also subject to regulation by various foreign, federal, state, and local agencies, with respect to production processes, product attributes, packaging, labeling, advertising, import, export, storage, transportation and distribution.
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In the U.S., food products are primarily regulated by the FDA, which has the authority to inspect the Company’s food facilities, and regulates, among other things, food manufacturing, food packing and holding, food additives, food safety, the growing and harvesting of produce intended for human consumption, food transportation, food labeling, food packaging, and food supplier controls including foreign supplier verification. In addition, advertising of our products is subject to regulation by the Federal Trade Commission (“FTC”), and operations are subject to certain health and safety regulations, such as those issued under the Occupational Safety and Health Act (“OSHA”). All of our U.S. facilities and food products must be in compliance with the Federal Food, Drug, and Cosmetic Act (“FDC Act”) as amended by, among other things, the FDA Food Safety Modernization Act (“FSMA”). In addition, our operations in Mexico are subject to Mexican regulations through the SAGARPA, and our food products sold into Canada must be in compliance with applicable Canadian food safety and labeling regulations.
Human Capital

Our Mission

The strength of our team and our workplace culture is essential to our ability to achieve our broader mission. Attracting, developing and retaining exceptional employees is vitally important to us, and we invest in creating a differentiated culture for our team that enables continuous innovation at scale. We want to be a force for good, a team that is helping to improve the quality of life for our customers and employees. As of May 26, 2019,29, 2022, Landec had 736689 full-time employees, of whom 585561 were dedicated to research, development, manufacturing, quality control and regulatory affairs, and 151128 were dedicated to sales, marketing and administrative activities. Landec intends to recruit additional personnel in connection with the development, manufacturing and marketing of its products. None

Our Employee Engagement and Culture

Our hiring process has been designed to provide an equitable candidate experience, facilitate the inclusion of Landec's employees are represented bynew perspectives, foster innovation and creativity and leverage technology and data analytics to address gaps in representation.

We developed a union, COVID-19 Taskforce to assure employee health and Landec considers its relationship with itssafety throughout the workplace and encourage employees to be good.carry this information into their communities. We also partner with local health departments in our various locations to supply our employees with COVID-19 communications to keep them informed in the ever-changing environment.


We provide training to all employees in the areas of Food Safety, Human Safety and Human Resources. Individual training plans for continued growth are developed between employees and supervisors or managers. Frontline supervision workers at factory locations are provided continuous improvement tools for training in line with our "ZEST" efforts as well as employee interface training covering topics such as how to provide feedback or how to have difficult conversations regarding performance. ZEST is our manufacturing operational system that will empower our people to work in a different way, changing their mindset and behaviors leading to an acceleration of our performance across our operations.

Zero Mindset - Zero breakdown, zero defects, zero recalls, zero accidents, zero pollution.
Empowerment - Empower employees to impact change. I operate. I maintain. I own the outcomes.
Standardization - Implementing the same practice across the network for efficiency.
Training - The cornerstone of success and employee engagement.

We empower our employees to own their career path and seek out training programs to take them to the next level. We are currently in the process of developing a platform for growth opportunities and ways to understand and communicate career pathways. We have also invested in our training and development programs and infrastructure for our employees.

Available Information
Landec’s website is http://www.landec.com. Landec makes available free of charge copies of its annual, quarterlyAnnual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and current reports, and anyall amendments to thosethese reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after electronically filing such reportsmaterial electronically with, or otherwise furnishing it to, the SEC. InformationU.S. Securities and Exchange Commission (“SEC”). In addition, these materials may be obtained at the website maintained by the SEC at www.sec.gov. The reference to the Company’s website address does not constitute incorporation by reference of the information contained on ourthe website, and the information contained on the website is not part of this Report.document.

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Item 1A.Risk Factors
Landec desiresItem 1A.    Risk Factors
Our business faces significant risks and uncertainties. Certain important factors may have a material adverse effect on our business, prospects, financial condition and results of operations, any of which could subsequently have an adverse effect on the trading price of our common stock, and you should carefully consider them. Accordingly, in evaluating our business, we encourage you to consider the following discussion of risk factors in its entirety, in addition to other information contained in or incorporated by reference into this Annual Report on Form 10-K and our other public filings with the SEC. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and results of operations in future periods.

Risks Related to Our Business and Operations
Our shareholder value creation program, Project SWIFT, may not have the anticipated results we intended, exposes us to additional restructuring costs and operational risks, and may be negatively perceived in the markets.
We have previously announced the development of a shareholder value creation program, Project SWIFT, designed to strategically realign our Curation Foods business to focus the business on its strategic assets and redesign the organization to be the appropriate size to compete and thrive. This program includes reviewing strategic options for the closure of our leased offices in Santa Maria, California and Los Angeles, California, the divestiture of our Eat Smart business, strategic review of our logistics operations, and certain other actions taken to redesign the Curation Foods organization. We may not be able to implement all of the actions that we intend to take advantagein this program and we may not be able to realize the expected benefits from such realignment and restructuring plans or other similar restructurings on the anticipated timing, or at all. In addition, we may incur additional restructuring costs in implementing such realignment and restructuring plans or other similar future plans in excess of our expectations. The implementation of our restructuring efforts, including the potential reduction of our facilities and workforce, may not improve our operational and cost structure or result in greater efficiency of our organization; and we may not be able to support sustainable revenue growth and profitability following such restructurings. Any reduction in workforce or divestitures of facilities or other assets may also expose us to additional risks, including potential litigation (including labor and employment disputes), unforeseen costs or adverse impacts to the operations of our retained businesses. In addition, our strategic realignment efforts may not be viewed positively by shareholders and analysts, which may cause our stock price to decline or become volatile.
The COVID-19 Pandemic, or any other pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, may adversely affect our business.
In December 2019, a novel strain of coronavirus, COVID-19, was identified in Wuhan, China. This virus continues to spread globally and, as of May 29, 2022, has spread to approximately 160 countries, including the United States. To date, the COVID-19 pandemic and preventative measures taken to contain or mitigate the outbreak have caused, and are continuing to cause, business slowdowns or shutdowns in affected areas and significant disruption to our businesses and to the financial markets both globally and in the United States. The COVID-19 pandemic has had and we believe will continue to have significant adverse impacts on many aspects of the “Safe Harbor” provisionsCompany’s operations, directly and indirectly, including with respect to sales, customer behaviors, business and manufacturing operations, inventory, the Company’s employees, and the market generally, and the scope and nature of these impacts continue to evolve each day. In particular, the COVID-19 pandemic has resulted in and may continue to result in, regional quarantines, labor shortages or stoppages, adverse changes in consumer purchasing patterns, reductions in customer demand for our products, increased safety and compliance costs, increased logistics cost, disruptions to our supply chains, suppliers and service providers to deliver materials and services on a timely basis, and overall economic instability, which have significantly adversely affected and could further adversely affect our business, financial condition and results of operations. In addition, in response to the COVID-19 pandemic, our suppliers, growers, and corporate partners have reduced staffing and have reduced, delayed and postponed certain projects, initiatives or other arrangements in response to the spread of the Private Securities Litigation Reform ActCOVID-19 pandemic, which may continue or worsen as the pandemic continues. These actions have resulted in and may result in further business and manufacturing disruption, inventory shortages, delivery delays, additional costs, and reduced sales and operations for us, any of 1995which have and could further significantly affect our business, financial condition and results of Section 21Eoperations. With respect to our Curation Foods business specifically, the responses to the COVID-19 pandemic have also adversely impacted and Rule 3b-6may further impact consumer spending and our customer’s preferences, which have had and may continue to have an adverse impact on our sales in that segment. With respect to our Lifecore business, the COVID-19 pandemic has resulted and may continue to result in fewer elective medical procedures, which, in turn, has and may continue to adversely impact our business and sales. The extent to which the COVID-19 pandemic has impacted our business is difficult to ascertain, and future potential impacts to our business will depend on how the COVID-19 pandemic continues to evolve, which is highly uncertain and cannot be predicted. Such future developments may include, among others, new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact. The COVID-19 pandemic has adversely affected the economies and financial markets worldwide, resulting in an economic downturn that could affect demand
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for our products, our ability to obtain financing on favorable terms, our ability to comply with our obligations (including leases and debt covenants) and otherwise adversely impact our business, financial condition and results of operations.
The situation surrounding the COVID-19 pandemic remains fluid, and given its inherent uncertainty, we expect that it will continue to have significant adverse impacts on our business in the future. The duration and extent of the impact from the COVID-19 pandemic, or any other future pandemic, epidemic or outbreak, depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus and its variants, the extent and effectiveness of containment actions and the impact of these and other factors on our employees, customers, suppliers, distributors and manufacturers. Should these conditions persist for a prolonged period, the COVID-19 pandemic, including any of the above factors and others that are currently unknown, could continue to have a significant adverse effect on our business, financial condition and results of operations. The impact of the COVID-19 pandemic may also exacerbate other risks discussed elsewhere in this Report, any of which could have a material effect on us.
Our credit facilities provides our lenders with a lien against substantially all of our assets, and contains financial covenants that may limit our operational flexibility and cash flow available to invest in the ongoing needs of our business or otherwise adversely affect our results of operations.
We are party to two credit agreements, which contain a number of covenants that limit our ability and our subsidiaries’ ability to, among other things, incur additional indebtedness, pay dividends, create liens, engage in transactions with affiliates, merge or consolidate with other companies, or sell substantially all of our assets. We are also required to maintain certain financial covenants, including a maximum total leverage ratio and a minimum fixed charge coverage ratio. The terms of our credit facilities may restrict our current and future operations and could adversely affect our ability to finance our future operations or capital needs or to execute preferred business strategies. In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions.
A failure by us to comply with the covenants specified in our credit agreements, as amended, could result in an event of default under the Securities Exchange Actagreements, which would give the lenders the right to terminate their commitments to provide additional loans under our credit facilities and to declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable. In addition, the lenders would have the right to proceed against the collateral we granted to them, which consists of 1934. Specifically, Landec wishessubstantially all of our assets. We cannot guarantee that we will be able to alert readers thatremain in compliance with all applicable covenants under the following important factors couldcredit agreements in the future, affect, andthat our lenders will elect to provide waivers or enter into amendments in the pastfuture, or, if the lenders do provide waivers, that those waivers will not be conditioned upon additional costs or restrictions that could materially or adversely impact our business, cash flows, results of operations, and financial condition. In addition, if the debt under our credit facilities were to be accelerated, we may not have affected, Landec’s actualsufficient cash or be able to borrow sufficient funds to refinance the debt or sell sufficient assets to repay the debt, which could immediately, materially and adversely affect our business, cash flows, results of operations, and could cause Landec’s results for future periodsfinancial condition, and there would be no guarantee that we would be able to differ materially from those expressed in any forward-looking statements made by,find alternative financing. Even if we were able to obtain alternative financing, it may not be available on commercially reasonable terms or on behalf, of Landec. Landec assumes no obligationterms that are acceptable to update such forward-looking statements.
Adverse Weather Conditions and Other Acts of God May Cause Substantial Decreases in Our Sales and/or Increases in Our Costsus.
Our Packaged Fresh Vegetables businessability to make payments on our debt, fund our other liquidity needs, and make planned capital expenditures will depend on our ability to generate cash in the future. Our historical financial results have been, and we anticipate that our future financial results will be, subject to fluctuations. Our ability to generate cash, to a certain extent, is subject to weather conditionsgeneral economic, financial, competitive, legislative, regulatory, and other factors that affect commodity prices, crop qualityare beyond our control. We cannot guarantee that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to enable us to make payments of our debt, fund other liquidity needs, and yields, and crop varieties to be planted. Crop diseases and severe conditions, particularly weather conditions such as unexpectedmake planned capital expenditures.
Cancellations or excessive rain or other precipitation, unseasonable temperature fluctuations, floods, droughts, frosts, windstorms, earthquakes and hurricanes,delays of orders by our customers may adversely affect our business and the sophistication and buying power of our customers could have a negative impact on profits.
During the fiscal year ended May 29, 2022, the Company had sales concentrations of 10% or greater from two customers within the Lifecore segment. We expect that, for the foreseeable future, a limited number of customers may continue to account for a substantial portion of our revenues. We may experience changes in the composition of our customer base as we have experienced in the past. The reduction, delay or cancellation of orders from one or more major customers for any reason or the loss of one or more of our major customers could materially and adversely affect our business, operating results, and financial condition. In addition, since some of the products processed by Lifecore and Curation Foods are sole sourced to customers, our operating results could be adversely affected if one or more of our major customers were to develop other sources of supply. Our current customers may not continue to place orders, orders by existing customers may be canceled or may not continue at the levels of previous periods, or we may not be able to obtain orders from new customers.
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Our customers, such as supermarkets, warehouse clubs, and food distributors, have continued to consolidate, resulting in fewer customers on which we can rely for business. These consolidations, the growth of supercenters, and the growth of e-commerce customers have produced large, sophisticated customers with increased buying power and negotiating strength who are more capable of resisting price increases and can demand lower pricing, increased promotional programs, or specialty tailored products. In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own retailer brands. These customers may also in the future use more of vegetables and fruitstheir shelf space, currently used for our products, for their store brand products. We continue to implement initiatives to counteract these pressures. However, if the larger size of these customers results in additional negotiating strength and/or increased private label or store brand competition, our profitability could decline.
Consolidation also increases the risk that adverse changes in our customers’ business which could reduce the sales volumes and/operations or increase the unit production costs. The Company regularly experiences significant product sourcing issuesfinancial performance will have a corresponding material adverse effect on us. For example, as a resultnoted above, if our customers cannot access sufficient funds or financing, then they may delay, decrease, or cancel purchases of severe adverse weather conditions that materially adversely affected the Company’s financial results. Because a significant portion of the costs are fixed and contracted in advance of each operating year, volume declines reflecting production interruptionsour products, or other factors could result in increases in unit production costs which could result in substantial losses and weaken our financial condition.delay or fail to pay us for previous purchases.
Our Salesale of Some Products May Expose Ussome products may expose us to Product Liability Claimsproduct liability claims.
The testing, manufacturing, marketing, and sale of the products we develop involve an inherent risk of allegations of product liability, including foodborne illness. If any of our products are determined or alleged to be contaminated or defective or to have caused an illness, injury or harmful accident to an end-customer, we could incur substantial costs in responding to complaints or litigation regarding our products and our product brand image could be materially damaged. Such events may have a material adverse effect on our business, operating results and financial condition. In addition, we may be required to participate in product recalls or we may voluntarily initiate a recall as a result of various industry or business practices or the need to maintain good customer relationships.

Although we have taken and intend to continue to take what we consider to be appropriate precautions to minimize exposure to product liability claims, we may not be able to avoid significant liability. We currently maintain product liability insurance. While we think the coverage and limits are consistent with industry standards, our coverage may not be adequate or may not continue to be available at an acceptable cost, if at all. A product liability claim, product recall or other claim with respect to uninsured liabilities or in excess of insured liabilities could have a material adverse effect on our business, operating results and financial condition.

We Are Subjectare subject to Increasing Competitionincreasing competition in the Marketplacemarketplace.

Competitors may succeed in developing alternative technologies and products that are more effective, easier to use or less expensive than those which have been or are being developed by us or that would render our technology and products obsolete and non-competitive. We operate in highly competitive and rapidly evolving fields, and new developments are expected to continue at a rapid pace. Competition from large food products, industrial, medical and pharmaceutical companies is expected to be intense. In addition, the nature of our collaborative arrangements may result in our corporate partners and licensees becoming our competitors. Many of these competitors have substantially greater financial and technical resources and production and marketing capabilities than we do, and may have substantially greater experience in conducting clinical and field trials, obtaining regulatory approvals and manufacturing and marketing commercial products.


The food industry is highly competitive, and further consolidation in the industry would likely increase competition. Our Future Operating Results Are Likelyprincipal competitors have substantial financial, marketing, and other resources. Increased competition can reduce our sales due to Fluctuate Which May Causeloss of market share or the need to reduce prices to respond to competitive and customer pressures. Competitive pressures also may restrict our ability to increase prices, including in response to commodity and other cost increases. We sell branded, private brand, and customized food products, as well as commercially branded foods. Our Stock Pricebranded products have an advantage over private brand products primarily due to Declineadvertising and name recognition, although private brand products typically sell at a discount to those of branded competitors. In addition, when branded competitors focus on price and promotion, the environment for private brand producers becomes more challenging because the price difference between private brand products and branded products may become less significant. In most product categories, we compete not only with other widely advertised branded products, but also with other private label and store brand products that are generally sold at lower prices. A strong competitive response from one or more of our competitors to our marketplace efforts, or a consumer shift towards more generic, lower-priced, or other value offerings, could result in us reducing pricing, increasing marketing or other expenditures, or losing market share. Our margins and profits could decrease if a reduction in prices or increased costs are not counterbalanced with increased sales volume.

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In addition, substantial growth in e-commerce has encouraged the past, our resultsentry of operations have fluctuated significantly from quarternew competitors and business models, intensifying competition by simplifying distribution and lowering barriers to quarterentry. The expanding presence of e-commerce retailers has impacted, and are expected tomay continue to fluctuateimpact, consumer preferences and market dynamics, which in the future. Curation Foods can be affected by seasonalturn may negatively affect our sales or profits.
We must identify changing consumer preferences and weather-related factors which have impacted our financial results in the past duedevelop and offer food products to shortages of essential value-added produce items. In addition, the fair market value change in our Windset investment can fluctuate substantially quarter to quarter. Lifecore can be affected by the timing of orders from its relatively small customer basemeet their preferences.
Consumer preferences evolve over time and the timingsuccess of the shipment of those orders. Our earnings may also fluctuate basedour food products depends on our ability to collect accounts receivable from customersidentify the tastes and notes receivable from growersdietary habits of consumers and to offer products that appeal to their preferences, including concerns of consumers regarding health and wellness, obesity, product attributes, and ingredients. Introduction of new products and product extensions requires significant development and marketing investment. If our products fail to meet consumer preferences, or we fail to introduce new and improved products on price fluctuations ina timely basis, then the fresh vegetable and fruit markets. Other factorsreturn on that affect our operations include:
our abilityinvestment will be less than anticipated and our growers’ abilitystrategy to obtain an adequate supply of labor,
our growers’ ability to obtain an adequate supply of water,
the seasonalitygrow sales and availabilityprofits with investments in acquisitions, marketing, and quantity of our supplies,
our ability to process produce during critical harvest periods,
the timing and effects of ripening,
the degree of perishability,
the effectiveness of worldwide distribution systems,
total worldwide industry volumes,
the seasonality and timing of consumer demand,
foreign currency fluctuations, and
foreign importation restrictions and foreign political risks.
As a result of these and other factors, we expect to continue to experience fluctuations in quarterly operating results.innovation will be less successful.
Our Operations Are Subjectoperations are subject to Regulationsregulations that Directly Impact Our Businessdirectly impact our business.
Our products and operations are subject to governmental regulation in the United States and foreign countries. The manufacture of our products is subject to detailed standards for product development, manufacturing controls, ongoing quality monitoring and analysis, and periodic inspection by regulatory authorities. We may not be able to obtain necessary regulatory approvals on a timely basis or at all. Delays in receipt of or failure to receive approvals or loss of previously received approvals would have a material adverse effect on our business, financial condition and results of operations. A significant portion of Curation Foods’s manufacturing workforce is provided by third-party labor contractors. The Company relies upon these contractors to validate the worker’s immigration status and their eligibility to work in the Company’s facilities, and failure of these contractors’ control processes or our internal control processes could result in Curation Foods not complying with applicable regulations. Although we have no reason to believe that we will not be able to comply with all applicable regulations regarding the manufacture and sale of our products and polymer materials, regulations are always subject to change and depend heavily on administrative interpretations and the country in which the products are sold. Future changes in regulations or interpretations relating to matters such as safe working conditions, laboratory and manufacturing practices, produce safety, environmental controls, and disposal of hazardous or potentially hazardous substances may adversely affect our business.
Our food operations are subject to regulation by the FDA, FTC, and other governmental entities. Applicable laws and regulations are subject to change from time to time and could impact how we manage the production, labeling, and sale of our food products. We are subject, for example, to FDA compliance and regulations concerning the safety of the food products handled and sold by Curation Foods, and the facilities in which they are packed, processed, and stored. Failure to comply with the applicable regulatory requirements can, among other things, result in:


the issuance of adverse inspectional observations,
Warning or Courtesy Letters,
import refusals,
fines, injunctions, civil penalties, and facility suspensions,
withdrawal of regulatory approvals or registrations,
product recalls and product seizures, including cessation of manufacturing and sales,
operating restrictions, and
criminal prosecution.prosecution
Compliance with foreign, federal, state, and local laws and regulations is costly and time-consuming. We may be required to incur significant costs to comply with the laws and regulations in the future which may have a material adverse effect on our business, operating results and financial condition.

Our food packaging products are subject to regulation under the FDC Act. Under the FDC Act, any substance that when used as intended may reasonably be expected to become, directly or indirectly, a component or otherwise affect the characteristics of any food may be regulated as a food additive unless the substance is generally recognized as safe. Food packaging materials are generally not considered food additives by the FDA if the products are not expected to become components of food under their expected conditions of use. We consider our breathable membrane product to be a food packaging material not subject to approval by the FDA. We have not received any communication from the FDA concerning our breathable membrane product. If the FDA were to determine that our breathable membrane products are food additives, we may be required to submit a food contact substance notification or food additive petition for approval by the FDA. The food additive petition process, in particular, is lengthy, expensive and uncertain. A determination by the FDA that a food contact substance notification or food additive petition is necessary would have a material adverse effect on our business, operating results and financial condition.
Our Curation Foods business is subject to the Perishable Agricultural Commodities Act (“PACA”). PACA regulates fair trade standards in the fresh produce industry and governs all the products sold by Curation Foods. Our failure to comply with the PACA requirements could among other things, result in civil penalties, suspension or revocation of a license to sell produce, and
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in the most egregious cases, criminal prosecution, which could have a material adverse effect on our business. In addition, the FTC and other state authorities regulate how we promote and advertise our food products, and we could be the target of claims relating to alleged false or deceptive advertising under federal, state, and local laws and regulations.
Lifecore’s existing products and the products that Lifecore is developing for its products under developmentcustomers are considered to be medical devices, drug products, or combination products, and therefore, require clearance or approval by the FDA before commercial sales can be made in the United States. The products also require the approval of foreign government agencies before sales may be made in many other countries. The process of obtaining these clearances or approvals varies according to the nature and use of the product. It can involve lengthy and detailed safety and efficacy data, including clinical studies, as well as extensive site inspections and lengthy regulatory agency reviews. There can be no assurance that any of the Company’s clinical studies utilizing product produced by Lifecore for its customers will be authorized to proceed, or if authorized will show safety or effectiveness; that any of the Company’s products that Lifecore is producing for its customers that require FDA clearance or approval will obtain such clearance or approval on a timely basis, on terms acceptable to the Companysponsor company for the purpose of actually marketing the products, or at all; or that following any such clearance or approval previously unknown problems will not result in restrictions on the marketing of the products or withdrawal of clearance or approval.
In addition, most of the existing products being sold by Lifecore and its customers are subject to continued regulation by the FDA, various state agencies and foreign regulatory agencies, which regulate the design, nonclinical and clinical research studies, manufacturing, labeling, distribution, post-marketing product modifications, advertising, promotion, import, export, adverse event and other reporting, and record keeping procedures for such products. Aseptic processing and shared equipment manufacturing require specific quality controls. If we fail to achieve and maintain these controls, we may have to recall product, or may have to reduce or suspend production while we address any deficiencies. Marketing clearances or approvals by regulatory agencies can be withdrawn due to failure to comply with regulatory standards or the occurrence of unforeseen problems following initial clearance or approval. These agencies can also limit or prevent the manufacture or distribution of Lifecore’s products or change or increase the regulatory requirements applicable to such products. A determination that Lifecore is in violation of such regulations could lead to the issuance of adverse inspectional observations, a Warning Letter,warning letter, imposition of civil penalties, including fines, product recalls or product seizures, preclusion of product import or export, a hold or delay in pending product approvals, withdrawal of marketing authorizations, injunctions against product manufacture and distribution, and, in extreme cases, criminal sanctions.
Federal, state and local regulations impose various environmental controls on the use, storage, discharge or disposal of toxic, volatile or otherwise hazardous chemicals and gases used in some of our manufacturing processes. Our failure to control the use of, or to restrict adequately the discharge of, hazardous substances under present or future regulations could subject us to substantial liability, cause us to clean up and incur remediation expenses, or could cause our manufacturing operations to be suspended andsuspended. In addition, changes in environmental regulations may impose the need for additional capital equipment or other requirements.

Any new business acquisition will involve uncertainty relating to integration.
Any New Business AcquisitionWill Involve Uncertainty Relating to Integration
We completed the Yucatan Foods acquisition in December, 2018, and the O acquisition in March, 2017. We have acquired other businesses in the past and may make additional acquisitions in the future. The successful integration of new business acquisitions may require substantial effort from the Company'sCompany’s management. The diversion of the attention of management and any difficulties encountered in the transition process could have a material adverse effect on the Company'sCompany’s ability to realize the anticipated benefits of the acquisitions. The successful combination of new businesses also requires coordination of research and development activities, manufacturing, sales and marketing efforts. In addition, the process of combining organizations located in different geographic regions could cause the interruption of, or a loss of momentum in, the Company'sCompany’s activities. There can be no assurance that the Company will be able to retain key management, technical, sales and customer support personnel, or that the Company will realize the anticipated benefits of any acquisitions, and the failure to do so would have a material adverse effect on the Company'sCompany’s business, results of operations and financial condition.
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We May Not Be Ablemay not be able to Achieve Acceptanceachieve acceptance of Our New Productsour new products in the Marketplacemarketplace.
Our success in generating significant sales of our products depends in part on our ability and that of our partners and licensees to achieve market acceptance of our new products and technology. The extent to which, and rate at which, we achieve market acceptance, including customer preferences and trends, and penetration of our current and future products is a function of many variables including, but not limited to:
price,
safety,
efficacy,
reliability,
conversion costs,
regulatory approvals,
marketing and sales efforts, and
general economic conditions affecting purchasing patterns.patterns
We may not be able to develop and introduce new products and technologies in a timely manner or new products and technologies may not gain market acceptance. We and our partners/customers are in the early stage of product commercialization of certain Intelimer-based specialty packaging, and HA-based products and non-HA products and new oil and vinegar products. We expect that our future growth will depend in large part on our and our partners’/customers’ ability to develop and market new products in our target markets and in new markets. In particular, we expect that our ability to compete effectively with existing food products companies will depend substantially on developing, commercializing, achieving market acceptance of and reducing the cost of producing our products. In addition, commercial applications of some of our temperature switch polymer technology are relatively new and evolving. Our failure to develop new products or the failure of our new products to achieve market acceptance would have a material adverse effect on our business, results of operations and financial condition.
Changes to U.S. Trade Policy, Tariff and Import/Export Regulations May Have a Material Adverse Effect on our Business
Changes in U.S. or international social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business, as well as any negative sentiment toward the U.S. as a result of such changes, could adversely affect our business. The U.S. presidential administration has instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other countries where we conduct our business.
As a result of recent policy changes of the U.S. presidential administration and recent U.S. government proposals, there may be greater restrictions and economic disincentives on international trade. The new tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing trade sanctions on certain U.S. goods. Such changes have the potential to adversely impact the U.S. economy or certain sectors thereof, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition and results of operations.

We May Be Exposed to Employment Related Claims and Costs that Could Materially Adversely Affect Our Business
We have been subject in the past,a concentration of manufacturing for Lifecore and may be in the future, to claims by employees based on allegations of discrimination, negligence, harassment and inadvertent employment of undocumented workers or unlicensed personnel, and we may be subject to payment of workers' compensation claims and other similar claims. We could incur substantial costs and our management could spend a significant amount of time responding to such complaints or litigation regarding employee claims, which may have a material adverse effect on our business, operating results and financial condition. In addition, several recent decisions by the United States NLRB have found companies, such as Curation Foods, which use contract employees could be found to be “joint employers” with the staffing firm.
We Have a Concentration of Manufacturing for Curation Foods and Lifecore and May Havemay have to Dependdepend on Third Partiesthird parties to Manufacture Our Productsmanufacture our products.

We have a limited number of manufacturing facilities, all of which use specialized manufacturing equipment to operate our business. Any disruptions in our primary manufacturing operations at Curation Foods' facilities in Guadalupe, CA, Bowling Green, OH, Hanover, PA, or Guanajuato, Mexico, or Lifecore’s facilities in Chaska, MN would reduce our ability to sell our products and would have a material adverse effect on our financial results.results, and create significant additional costs and inefficiencies if we were required to replace such facilities. Additionally, we may need to consider seeking collaborative arrangements with other companies to manufacture our products. If we become dependent upon third parties for the manufacture of our products, our profit margins and our ability to develop and deliver those products on a timely basis may be adversely affected. In that event, additional regulatory inspections or approvals may be required, and additional quality control measures would need to be implemented. Failures by third parties may impair our ability to deliver products on a timely basis and impair our competitive position. We may not be able to continue to successfully operate our manufacturing operations at acceptable costs, with acceptable yields, and retain adequately trained personnel.
We Are Dependent
Potential indemnification obligations related to divestitures made in connection with the sale transactions related to Project SWIFT may have a material adverse effect on Our Key Employeesour business, financial condition and if One or Moreresults of Them Were to Leave, We Could Experience Difficulties in Replacing Them, or Effectively Transitioning Their Replacements and Our Operating Results Could Sufferoperations.

The success of our business dependstransaction documents related to a significant extent on the continued serviceEat Smart Disposition and performance of a relatively small number of key senior management, technical, sales, and marketing personnel. The loss ofthe BreatheWay Sale provide for, among other things, indemnification obligations designed to make us potentially financially responsible for certain breaches in any of our key personnel for an extended period may cause hardship for our business. In addition, competition for senior level personnel with knowledgerepresentations or warranties or covenants, and experience in our different lines of business is intense.certain other matters pursuant to such agreements. If any of our key personnel werewe are required to leave,indemnify the counterparties to these agreements, we would need to devote substantial resources and management attention to replace them. As a result, management attention may be diverted from managingsubject to unforeseen or unanticipated liabilities, which may be material and which may have a material adverse effect on our business, financial condition and we may need to pay higher compensation to replace these employees.results of operations.

We Are Subjectare subject to the Risksrisks of Doing Business Internationallydoing business internationally.

We are subject to the risks of doing business internationally. We conduct a substantial amount of business with growers and customers who are located outside the United States. We purchase avocados from foreign growers and packers, sell fresh avocados and processed avocado products to foreign customers, and operate a production facility in Mexico. In the most recent years, there has been an increase in organized crime in Mexico. Further,Mexico, and significant changes in Julythe Mexican government, both of 2018, Mexico elected a new president to office, Andres Manuel Lopez Obrador. Neither the increase in organized crime nor the election of a new president in Mexico has had a significant impact onwhich create risk for our operations, but both highlight certain risks of doing business abroad.business. We are also subject to regulations imposed by the Mexican government and to examinations by the Mexican tax authorities. Significant changes to these government regulations and to assessments by the Mexican tax authorities can have a negative impact on our operations and operating results in Mexico.

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Fluctuations in foreign currency exchange rates in Mexico may also adversely affect our operating results. While our operations are predominantly in the U.S., we are exposed to foreign currency exchange rate risk with respect to our sales, expenses, profits, assets and liabilities denominated in the Mexican peso. As a result, our financial performance may be affected by changes in foreign currency exchange rates. Moreover, any favorable or unfavorable impacts to gross profit, gross margin, income from operations or segment operating profit from fluctuations in foreign currency exchange rates are likely to be inconsistent year over year.

Since some of our expenses are paid in Mexican pesos and we sell our production in United States dollars, we are subject to changes in currency values that may adversely affect our results of operations. Our operations in the future could be affected by changes in the value of the Mexican peso against the United States dollar. The appreciation of non-U.S. dollar currencies such as the peso against the U.S. dollar increases expenses and the cost of purchasing capital assets in U.S. dollar terms in Mexico, which can adversely impact our operating results and cash flows. Conversely, depreciation of non-U.S. dollar currencies usually decreases operating costs and capital asset purchases in U.S. dollar terms. The value of cash and cash equivalents, and other monetary assets and liabilities denominated in foreign currencies, also fluctuate with changes in currency exchange rates.


For fiscal year 2019,2022, approximately 19%21% of our consolidated net revenues were derived from product sales to international customers. A number of risks are inherent in international transactions. International sales and operations may be limited or disrupted by any of the following:

regulatory approval process,
government controls,
export license requirements,
political instability,
price controls,
trade restrictions,
fluctuations in foreign currencies,
changes in tariffs, or
difficulties in staffing and managing international operations.

Foreign regulatory agencies have or may establish product standards different from those in the United States, and any inability on our part to obtain foreign regulatory approvals on a timely basis could have a material adverse effect on our international business, and our financial condition and results of operations. While our foreign sales are currently priced in dollars, fluctuations in currency exchange rates may reduce the demand for our products by increasing the price of our products in the currency of the countries in which the products are sold. Regulatory, geopolitical and other factors may adversely impact our operations in the future or require us to modify our current business practices.

Our Dependencedependence on Single-Source Supplierssingle-source suppliers and Service Providers May Cause Disruptionservice providers may cause disruption in Our Operations Should Any Supplier Failour operations should any supplier fail to Deliver Materialsdeliver materials.
We may experience difficulty acquiring materials or services for the manufacture of our products or we may not be able to obtain substitute vendors at all or on a timely basis. In addition, we may not be able to procure comparable materials at similar prices and terms within a reasonable time, if at all. Several services that are provided to Curation Foods are obtained from a single provider.
Several of the raw materials we use to manufacture our products are currently purchased from a single source, including some monomers used to synthesize Intelimer polymers, substrate materials for our breathable membrane products, and raw materials for our HA products. Any interruption of our relationship with single-source suppliers or service providers could delay product shipments and materially harm our business. We may experience difficulty acquiring materials or services for the manufacture of our products or we may not be able to obtain substitute vendors on a timely basis or at all. In addition, we may not be able to procure comparable materials at similar prices and terms within a reasonable time, if at all, all of which could materially harm our business.

We Dependdepend on Our Infrastructureour infrastructure to Have Sufficient Capacity to Handle Our On-Going Production Needs
We have an infrastructure that has sufficient capacity forto handle our on-going production needs, but ifneeds.

If our machinery or facilities are damaged or impaired due to natural disasters or mechanical failure, or we lose members of our workforce such that our workforce falls below the levels needed to maintain our business, we may not be able to operate at a sufficient capacity to meet our production needs. This could have a material adverse effect on our business, which could impact our results of operations and our financial condition.

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We Dependdepend on Strategic Partnersstrategic partners and Licenseslicenses for Future Developmentfuture development.

Our strategy for development, clinical and field testing, manufacture, commercialization and marketing for some of our current and future products includes entering into various collaborations with corporate partners, licensees, and others. We are dependent on our corporate partners to develop, test, manufacture and/or market some of our products. Although we believe that our partners in these collaborations have an economic motivation to succeed in performing their contractual responsibilities, the amount and timing of resources to be devoted to these activities are not within our control. Our partners may not perform their obligations as expected or we may not derive any additional revenue from the arrangements. Our partners may not pay any additional option or license fees to us or may not develop, market or pay any royalty fees related to products under such agreements. Moreover, some of the collaborative agreements provide that they may be terminated at the discretion of the corporate partner, and some of the collaborative agreements provide for termination under other circumstances. Our partners may pursue existing or alternative technologies in preference to our technology. Furthermore, we may not be able to negotiate additional collaborative arrangements in the future on acceptable terms, if at all, and our collaborative arrangements may not be successful.


Risks Related to Ownership of Our Common Stock

We have identified a material weakness in our internal control over financial reporting, which if not remediated, could adversely affect our business.

Our Reputationindependent registered public accountants identified a material weakness in our internal control over financial reporting related to the restatement described elsewhere in this Annual Report on Form 10-K. A “material weakness” is a deficiency, or a combination of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and Business May Be Harmedfair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls or if Our Computer Network Security or Anywe experience difficulties in their implementation, our business and financial results could be harmed and we could fail to meet our financial reporting obligations. As part of preparing our fiscal year 2022 consolidated financial statements, we identified an error in management’s conclusions regarding the presentation of certain amounts related to discontinued operations as a result of the Databases Containing Eat Smart Disposition, which resulted in an error in our previously reported consolidated balance sheets and quarterly statements of operations presented in our fiscal year 2022 third quarter consolidated financial statements. See Part II, Item 8. Financial Statements and Supplementary Data, Note 1 for further information. If the steps we take do not correct the material weakness in a timely manner, we may be unable to conclude in the future that we maintain effective internal control over financial reporting.

See Item 9A., “Controls and Procedures,” in this Annual Report on Form 10-K for additional information regarding the identified material weakness and our actions to date to remediate the material weakness. The implementation of procedures to remediate the material weakness is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. We cannot be certain that these measures will successfully remediate the material weakness or that other material weaknesses and control deficiencies will not be discovered in the future. If our efforts are not successful or other material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timely basis or help prevent fraud, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting and cause the market price of our securities to decline.

While our management believes we have made progress toward remediating the underlying causes of the material weakness, the implementation of these procedures is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. We cannot be certain that these measures will successfully remediate the material weakness or that other material weaknesses and control deficiencies will not be discovered in the future. If our efforts are not successful or other material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timely basis or help prevent fraud, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting and cause the market price of our securities to decline.

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Our Trade Secrets, Proprietary Informationfuture operating results are likely to fluctuate which may cause our stock price to decline.

In the past, our results of operations have fluctuated significantly from quarter to quarter and are expected to continue to fluctuate in the future. Curation Foods can be affected by seasonal and weather-related factors which have impacted our financial results in the past due to shortages of essential value-added produce items. Lifecore can be affected by the timing of orders from its relatively small customer base and the timing of the shipment of those orders. Our earnings may also fluctuate based on our ability to collect accounts receivable from customers and on price fluctuations in fruit markets. Other factors that affect our operations include:

our ability and our growers’ ability to obtain an adequate supply of labor,
our growers’ ability to obtain an adequate supply of water,
the seasonality and availability and quantity of our supplies,
our ability to process produce during critical harvest periods,
the timing and effects of ripening,
the degree of perishability,
the effectiveness of worldwide distribution systems,
total worldwide industry volumes,
the seasonality and timing of consumer demand,
foreign currency fluctuations, and
foreign importation restrictions and foreign political risks.

In addition, the COVID-19 pandemic has increased the risk of fluctuations in such factors. As a result of these and other factors, we expect to continue to experience fluctuations in quarterly operating results.

Our stock price may fluctuate in response to various conditions, many of which are beyond our control.

The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including the following:

weather-related produce sourcing issues,
technological innovations applicable to our products,
pandemics, epidemics and other natural disasters, including the COVID-19 pandemic,
our attainment of (or failure to attain) milestones in the commercialization of our technology,
our development of new products or the Personal Informationdevelopment of new products by our competitors,
new patents or changes in existing patents applicable to our products,
our acquisition of new businesses or the sale or disposal of a part of our businesses,
development of new collaborative arrangements by us, our competitors or other parties,
changes in government regulations, interpretation, or enforcement applicable to our business,
changes in investor perception of our business,
fluctuations in our operating results, and
changes in the general market conditions in our industry.

Fluctuations in our quarterly results may, particularly if unforeseen, cause us to miss projections which might result in analysts or investors changing their valuation of our stock.

We may issue preferred stock with preferential rights that could affect your rights.

The issuance of shares of preferred stock could have the effect of making it more difficult for a third-party to acquire a majority of our outstanding stock, and the holders of such preferred stock could have voting, dividend, liquidation and other rights superior to those of holders of our Common Stock.

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We have never paid any dividends on our common stock.

We have not paid any dividends on our Common Stock since inception and do not expect to in the foreseeable future. Any dividends may be subject to preferential dividends payable on any preferred stock we may issue.

Our Employees Are Compromisedcorporate organizational documents and Delaware law have anti-takeover provisions that may inhibit or prohibit a takeover of us and the replacement or removal of our management.

The anti-takeover provisions under Delaware law, as well as the provisions contained in our corporate organizational documents, may make an acquisition of us more difficult. For example:

our certificate of incorporation includes a provision authorizing our Board of Directors to issue blank check preferred stock without stockholder approval, which, if issued, would increase the number of outstanding shares of our capital stock and could make it more difficult for a stockholder to acquire us;
our certificate of incorporation provides for a dual-class Board of Directors, in which each class will serve for a staggered two-year term;
our certificate of incorporation limits the number of directors that may serve on the Board of Directors without the majority approval of all of the outstanding shares of our common stock;
our amended and restated bylaws require advance notice of stockholder proposals and director nominations;
our Board of Directors has the right to implement additional anti-takeover protections in the future, including stockholder rights plans and other amendments to our organizational documents, without stockholder approval; and
Section 203 of the Delaware General Corporation Law may prevent large stockholders from completing a merger or acquisition of us.

These provisions may prevent a merger or acquisition of us which could limit the price investors would pay for our common stock in the future.

General Risks
Changes to U.S. trade policy, tariff and import/export regulations may have a material adverse effect on our business.
Changes in U.S. or international social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business, as well as any negative sentiment toward the U.S. as a result of such changes, could adversely affect our business. For example, the previous U.S. presidential administration instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other countries where we conduct our business.
As a result of such policy changes of the previous U.S. presidential administration and U.S. government proposals, there may be greater restrictions and economic disincentives on international trade. Tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing trade sanctions on certain U.S. goods. Such changes have the potential to adversely impact the U.S. economy or certain sectors thereof, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition and results of operations.
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We may be exposed to employment related claims and costs that could materially adversely affect our business.
We have been subject in the past, and may be in the future, to claims by employees based on allegations of discrimination, negligence, harassment, and inadvertent employment of undocumented workers or unlicensed personnel, and we may be subject to payment of workers’ compensation claims and other similar claims. We could incur substantial costs and our management could spend a significant amount of time responding to such complaints or litigation regarding employee claims, which may have a material adverse effect on our business, operating results and financial condition. In addition, several recent decisions by the United States NLRB have found companies, such as Curation Foods, which use contract employees could be found to be “joint employers” with the staffing firm, which may increase our potential exposure for any such claims from contract employees.
We may be subject to unionization, work stoppages, slowdowns or increased labor costs.
None of our U.S. based employees are represented by a union, while our employees in our Tanok, Mexico facility are represented by a local union. However, our employees have the right under the National Labor Relations Act to form or affiliate with a union. If some or all of our workforce were to become unionized and the terms of the collective bargaining agreement were significantly different from our current compensation arrangements, it could increase our costs and adversely impact our profitability. Moreover, participation in labor unions could put us at increased risk of labor strikes and disruption of our operations.
We are dependent on our key employees and if one or more of them were to leave, we could experience difficulties in replacing them, or effectively transitioning their replacements and our operating results could suffer.
The success of our business depends to a significant extent on the continued service and performance of a relatively small number of key senior management, technical, sales, and marketing personnel. The loss of any of our key personnel for an extended period may cause hardship for our business. In addition, competition for senior level personnel with knowledge and experience in our different lines of business is intense. If any of our key personnel were to leave, we would need to devote substantial resources and management attention to replace them. As a result, management attention may be diverted from managing our business, and we may need to pay higher compensation to replace these employees.
Our reputation and business may be harmed if our computer network security or any of the databases containing our trade secrets, proprietary information or the personal information of our employees, or those of third parties, are compromised.
Cyber-attacks or security breaches could compromise our confidential business information, cause a disruption in the Company’s operations or harm our reputation. We maintain numerous information assets, including intellectual property, trade secrets, banking information and other sensitive information critical to the operation and success of our business on computer networks, and such information may be compromised in the event that the security of such networks is breached. We also maintain confidential information regarding our employees and job applicants, including personal identification information. The protection of employee and company data in the information technology systems we utilize (including those maintained by third-party providers) is critical. Despite the efforts by us to secure computer networks utilized for our business, security could be compromised, confidential information, such as Company information assets and personally identifiable employee information, could be misappropriated, or system disruptions could occur.
In addition, cyber-attacks on our customers or vendors could disrupt our ability to procure product from our vendors or our customers’ ability to order our products, and may negatively impact our reputation. Any of these occurrences could disrupt our business, result in potential liability or reputational damage or otherwise have an adverse effect on our financial results.
In addition, we may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyberattacks. Attacks may be targeted at us, our customers, or others who have entrusted us with information. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants. Advances in computer capabilities, new technological discoveries or other developments may result in the technology used by us to protect sensitive Company data being breached or compromised. Furthermore, actual or anticipated cyberattacks or data breaches may cause significant disruptions to our network operations, which may impact our ability to deliver shipments or respond to customer needs in a timely or efficient manner.
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Data and security breaches could also occur as a result of non-technical issues, including an intentional or inadvertent breach by our employees or by persons with whom we have commercial relationships that result in the unauthorized release of confidential information related to our business or personal information of our employees. Any compromise or breach of our computer network security could result in a violation of applicable privacy and other laws, costly investigations and litigation, and potential regulatory or other actions by governmental agencies. As a result of any of the foregoing, we could experience adverse publicity, the compromise of valuable information assets, loss of sales, the cost of remedial measures and/or significant expenditures to reimburse third parties for resulting damages, any of which could adversely impact our brand, our business and our results of operations.
We May Be Unable may be unable to Adequately Protect Our Intellectual Property Rights adequately protect our intellectual property rights or May Infringe Intellectual Property Rightsmay infringe intellectual property rights of Othersothers.
We may receive notices from third parties, including some of our competitors, claiming infringement by our products of their patent and other proprietary rights. Regardless of their merit, responding to any such claim could be time-consuming, result in costly litigation and require us to enter royalty and licensing agreements which may not be offered or available on terms acceptable to us. If a successful claim is made against us and we fail to develop or license a substitute technology, we could be required to alter our products or processes and our business, results of operations or financial position could be materially adversely affected. Our success depends in large part on our ability to obtain patents, maintain trade secret protection, and operate without infringing on the proprietary rights of third parties. Any pending patent applications we file may not be approved and we may not be able to develop additional proprietary products that are patentable. Any patents issued to us may not provide us with competitive advantages or may be challenged by third parties. Patents held by others may prevent the commercialization of products incorporating our technology. Furthermore, others may independently develop similar products, duplicate our products or design around our patents.
The Global Economy global economy is Experiencing Continued Volatility, Which May Have experiencing continued volatility, which may have an Adverse Effectadverse effect on Our Businessour business.
In recent years, the U.S. and international economy and financial markets have experienced significant volatility due to uncertainties related to the availability of credit, energy prices, the COVID-19 pandemic, national elections and other political events, difficulties in the banking and financial services sectors, diminished market liquidity, and geopolitical conflicts. Ongoing volatility in the economy and financial markets could further lead to reduced demand for our products, which in turn, would reduce our revenues and adversely affect our business, financial condition and results of operations. In particular, volatility in the global markets have resulted in softer demand and more conservative purchasing decisions by customers, including a tendency toward lower-priced products, which could negatively impact our revenues, gross margins and results of operations. In addition to a reduction in sales, our profitability may decrease because we may not be able to reduce costs at the same rate as our sales decline. We cannot predict the ultimate severity or length of the current period of volatility, or the timing or severity of future economic or industry downturns.

Given the current uncertain economic environment, and the COVID-19 pandemic, our customers, suppliers, and partners may have difficulties obtaining capital at adequate or historical levels to finance their ongoing business and operations, which could impair their ability to make timely payments to us. This may result in lower sales and/or inventory that may not be saleable or may result in bad debt expenseexpenses for Landec.us. A worsening of the economic environment or continued or increased volatility of the U.S. economy, including increased volatility in the credit markets, could adversely impact our customers’ and vendors’ ability or willingness to conduct business with us on the same terms or at the same levels as they have historically. Further, this economic volatility and uncertainty about future economic conditions makes it challenging for Landec to forecast its operating results, make business decisions, and identify the risks that may affect its business, sources and uses of cash, financial condition and results of operations.
CancellationsLitigation costs and the outcome of litigation could have a material adverse effect on our business.
From time to time we may be subject to litigation claims through the ordinary course of our business operations regarding, but not limited to, employment matters, safety standards, product liability, security of customer and employee personal information, contractual relations with vendors, marketing and infringement of trademarks and other intellectual property rights. In addition, as described elsewhere in this report, the COVID-19 pandemic, and our responses thereto, may subject us to further litigation, including with respect to employment matters, contract disputes, and other matters. Litigation to defend ourselves against claims by third parties, or Delays of Orders by Our Customers May Adversely Affect Our Business
During the fiscal year ended May 26, 2019, sales to the Company’s top five customers accounted for approximately 43% of total revenue with the top two customers from the Curation Foods segment, Costco Corporation and Wal-mart, Inc. accounting for approximately 14% and 16%, respectively, of total revenues. We expectenforce any rights that for the foreseeable future, a limited number of customerswe may have against third parties, may continue to account for abe necessary, which could result in substantial portioncosts and diversion of our revenues. We may experience changesresources, causing a material adverse effect on our business, financial condition, results of operations or cash flows.
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Future lapses in the composition of our customer base as we have experienced in the past. The reduction, delaydisclosure controls and procedures or cancellation of orders from one or more major customers for any reason or the loss of one or more of our major customersinternal control over financial reporting could materially and adversely affect our business, operating results and financial condition. In addition, since some of the products processed by Curation Foods and Lifecore are sole sourced to customers, our operating results could be adversely affected if oneCompany’s operations, profitability or more of our major customers were to develop other sources of supply. Our current customers may not continue to place orders, orders by existing customers may be canceled or may not continue at the levels of previous periods or we may not be able to obtain orders from new customers.reputation.
Our Stock Price May Fluctuate in Response to Various Conditions, Many of Which Are Beyond Our Control
The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including the following:
weather-related produce sourcing issues,
technological innovations applicable to our products,
our attainment of (or failure to attain) milestonesAs described in the commercialization of our technology,
our development of new products or the development of new products by our competitors,
new patents or changes in existing patents applicable to our products,
our acquisition of new businesses or the sale or disposal ofRisk Factor entitled “We have identified a part of our businesses,
development of new collaborative arrangements by us, our competitors or other parties,
changes in government regulations, interpretation, or enforcement applicable to our business,
changes in investor perception of our business,
fluctuationsmaterial weakness in our operating results, and
changes in the general market conditions in our industry.
Fluctuations in our quarterly results may, particularly if unforeseen, cause us to miss projections which might result in analysts or investors changing their valuation of our stock.
Lapses in Disclosure Controls and Procedures or Internal Control Over Financial Reporting Could Materially and Adversely Affect the Company’s Operations, Profitability or Reputation
We are committed to maintaining high standards of internal control over financial reporting, which if not remediated, could adversely affect our business”, the Company has identified lapses and disclosuredeficiencies in its controls and procedures. Nevertheless,procedures, which have resulted in a material weakness. Additional lapses or deficiencies in disclosure controls and procedures or in our internal control over financial reporting may occur from time to time.time in the future. There can be no assurance that our disclosure controls and procedures will be effective in preventing a material weakness or significant deficiency in internal control over financial reporting from occurring in the future. Any such lapses or deficiencies may materially and adversely affect our business and results of operations or financial condition, restrict our ability to access the capital markets, require us to expend resources to correct the lapses or deficiencies, which could include the restating of previously reported financial results, expose us to regulatory or legal proceedings, harm our reputation, or otherwise cause a decline in investor confidence.
We May Issue Preferred Stock with Preferential Rights that Could Affect Your Rights
The issuance of shares of preferred stock could have the effect of making it more difficult for a third-party to acquire a majority of our outstanding stock, and the holders of such preferred stock could have voting, dividend, liquidation and other rights superior to those of holders of our Common Stock.

Item 1B.    Unresolved Staff Comments
We Have Never Paid Any Dividends on Our Common Stock
We have not paid any dividends on our Common Stock since inception and do not expect to in the foreseeable future. Any dividends may be subject to preferential dividends payable on any preferred stock we may issue.
Item 1B.Unresolved Staff Comments
None.
Item 2.Properties

Item 2.    Properties
As of May 26, 2019,29, 2022, the Company owned or leased the following principle physical properties:
LocationBusiness SegmentOwnershipFacilities
Guadalupe, CACuration FoodsOwned199,000 square feet of office space, manufacturing and cold storage
Chaska, MNLifecoreOwned147,300148,200 square feet of office, laboratory and manufacturing space
Silao, Guanajuato, MexicoCuration FoodsLeased97,000 square feet of office and manufacturing space
Chaska, MNLifecoreLeased65,00080,950 square feet of office, manufacturing and warehouse space
Hanover, PACuration FoodsOwned64,000 square feet of office space, manufacturing and cold storage
Bowling Green, OHCuration FoodsOwned55,900 square feet of office space, manufacturing and cold storage
Ontario, CACuration FoodsLeased54,300 square feet of office and manufacturing space
Santa Maria, CACuration FoodsLeased36,300 square feet of office and laboratory space
Chanhassen, MNLifecoreLeased21,384 square feet of warehouse and office space
Petaluma, CACuration FoodsLeased18,400 square feet of office and manufacturing space
Rock Hill, SCCuration FoodsOwned16,400 square feet of cold storage and office space

In addition to the principal physical properties described above, the Company owns or leases a number of other facilities and land in various locations in the United States that are used for manufacturing, cold storage, and administration activities. Leases for these leased facilities expire at various dates through the year 2030. The Company does not anticipate experiencing significant difficulty in retaining occupancy of any of our manufacturing, laboratory, cold storage, or office facilities through lease renewals prior to expiration or through month-to-month occupancy, or in replacing them with equivalent facilities. We believe our existing facilities, both owned and leased, are in good condition and suitable for the conduct of our business.
Item 3.Legal Proceedings
In the ordinary course of business, the Company is involved
Item 3.    Legal Proceedings
The information contained in various legal proceedings and claims. We believe that it is unlikely that any of these actions will have a material adverse impact on our operating results; however, because of the inherent uncertainties of litigation, the outcome of any of these actions could be unfavorable and could have a material adverse effect on our financial condition, results of operations or cash flows. For additional information about our material legal proceedings, please see Note 9 - Commitments and Contingencies of the accompanying notes to the consolidated financial statements.Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K is incorporated herein by reference.
Item 4.Mine Safety Disclosures

Item 4.    Mine Safety Disclosures
Not applicable.

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PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The Common Stock is traded on Thethe NASDAQ Global Select Market under the symbol “LNDC”. The following table sets forth for each period indicated the high and low sales prices for the Common Stock.
Fiscal Year Ended May 26, 2019High Low
    
4th Quarter ended May 26, 2019
$13.24
 $9.02
3rd Quarter ended February 24, 2019
$15.57
 $10.17
2nd Quarter ended November 25, 2018
$14.90
 $12.55
1st Quarter ended August 26, 2018
$15.60
 $13.03
Fiscal Year Ended May 27, 2018High Low
    
4th Quarter ended May 27, 2018
$14.55
 $12.55
3rd Quarter ended February 25, 2018
$14.00
 $11.60
2nd Quarter ended November 26, 2017
$13.65
 $11.42
1st Quarter ended August 27, 2017
$14.95
 $12.10
Holders
As of July 26, 2019,September 13, 2022, there were approximately 4945 holders of record of our common stock. Since certain holders are listed under their brokerage firm’s names, the actual number of stockholders is higher.
Dividends
The Company has not paid any dividends on the Common Stock since its inception. The Company presently intends to retain all future earnings, if any, for its business and does not anticipate paying cash dividends on its Common Stock in the foreseeable future.
Issuer Purchases of Equity Securities
For the twelve months ended May 26, 2019,29, 2022, there have been no shares repurchased by the Company. The Company may still repurchase up to $3.8 million of the Company’s Common Stock under the Company’s stock repurchase plan announced on July 14, 2010.

Recent Sales of Unregistered Equity Securities
Item 6.Selected Financial Data
The information set forth below isCompany did not necessarily indicative ofsell any unregistered equity securities during the results of future operations and should be read in conjunction with the information contained in twelve months ended May 29, 2022.

Item 7 – 6.    Reserved

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and the Notes to Consolidated Financial Statements contained in Item 8 of this report.
 Year Ended
(In thousands, except per share amounts)May 26, 2019 May 27, 2018 May 28, 2017 May 29, 2016 May 31, 2015
Statements of Operations Data:(1) (1) (1) (1) (1)
Product sales$557,559
 $524,227
 $469,776
 $476,918
 $471,420
Net income (loss) from continuing operations2,122
 25,761
 10,135
 (11,990) 12,684
Net income (loss) from continuing operations, per share         
Basic$0.07
 $0.93
 $0.37
 $(0.45) $0.46
Diluted$0.07
 $0.92
 $0.36
 $(0.45) $0.46
Balance Sheet Data:         
Total assets$519,091
 $404,703
 $358,608
 $342,653
 $346,465
Total debt, net148,984
 69,300
 50,239
 58,162
 42,519
(1)
During the fourth quarters of fiscal year 2019 and fiscal year 2018, the Company made the decision to discontinue its Now Planting and Food Export businesses, respectively. As a result, the Company met the requirements of Accounting Standards Codifications (“ASC”) 205-20, Presentation of Financial Statements – Discontinued Operations (“ASC 205-20”), to report the results of and to classify the assets and liabilities of the Now Planting and Food Export businesses as discontinued operations. The operating results for the Now Planting business, which was launched during the second quarter of fiscal year 2019, have been presented as a discontinued operation in fiscal year 2019. The operating results for the Food Export business have been presented as a discontinued operation in fiscal year 2018, and have been reclassified as a discontinued operation in fiscal years 2017, 2016, and 2015.
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Company’s Consolidated Financial Statements contained in Item 8 of this report. Except for the historical information contained herein, the matters discussed in this report are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include, without limitation, those mentioned in this report and, in particular, the factors described in Item 1A. "Risk Factors.” Landec undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this report.“Risk Factors”. Please see “Note About Forward Looking Statements”.

Overview
Landec Corporation and its subsidiaries (“Landec”, the “Company”, “we” or the “Company”“us”) design, develop, manufacture, and sell differentiated health and wellness products for food and biomaterials markets. There continuesmarkets, and license technology applications to be a dramatic shift in consumer behavior to healthier eating habits and preventive wellness to improve quality of life. In our Curation Foods, Inc. business, we are committed to offering healthy, fresh produce products conveniently packaged to consumers. In our Lifecore Biomedical, Inc. (“Lifecore”) biomaterials business, we commercialize products that enable people to stay more active as they grow older.

Landec’s Curation Foods and Lifecore businesses utilize polymer chemistry technology, a key differentiating factor. Both businesses focus on business-to-business selling such as selling directly to retail grocery store chains and club stores for Curation Foods and directly to partners in the medical device and pharmaceutical markets for Lifecore.
partners. Landec has three reportable business segments – Lifecore, Curation Foods, and Other which are described below. Landec’s biomedical company, Lifecore eachBiomedical®, is a fully integrated contract development and manufacturing organization ("CDMO") that offers highly differentiated capabilities in the development, fill and finish of whichsterile, injectable 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.
Landec’s natural food company, Curation Foods, Inc. (“Curation Foods”) is described below,focused on innovating and an Other segment. The Other segment operating results for the year ended May 27, 2018distributing plant-based foods with 100% clean ingredients to retail, club and May 28, 2017 have been restated to reflect the reclassification of O operating results fromfoodservice channels throughout North America.
Included in the Other segment is Corporate, which includes corporate general and administrative expenses, non-Lifecore and non-Curation Food interest income, interest expense, and income tax expenses.
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Strategy
The Company’s strategy is to maximize the value of our business portfolio by investing in growth to drive momentum at Lifecore while driving profitable growth across the organization with consumer insights driven innovation. Each of our business segments are in different life stages and have clear strategic priorities.
On August 10, 2022, Landec formally announced that we will become a CDMO-focused life sciences company with a planned corporate rebranding including renaming the Company to Lifecore Biomedical and exploring potential sales opportunities of the Company’s remaining Curation Foods assets.
Lifecore
Lifecore is the Company’s FDA-approved CDMO business, which is focused on driving profitable growth with product development and manufacturing of sterile injectable products. Lifecore seeks to expand its presence in the CDMO marketplace by partnering with biopharmaceutical and biotechnology companies to bring their unique therapies to market. Lifecore’s goal of continuing success will be to execute on its three strategic priorities:
1) Managing Business Development Pipeline: Accelerate product development activities for small and large biopharmaceutical and biotechnology companies in various stages of the product lifecycle, spanning clinical development stage to commercialization, which aligns with the business’ overall product development strategy.
2) Maximizing Capacity: Meet customer demand by maximizing capacity in the syringe and vial multi-purpose filler production line to significantly increase the number of products produced.
3) Advancing Product Commercialization: Continue to seek out opportunities to advance customers’ late-stage product development activities by supporting their clinical programs and commercial process scale-up activities.
Curation Foods
Curation Foods, the Company’s natural food business, is focused on transforming its business to improve operational performance. The Company launched Project SWIFT which aims to strengthen Curation Foods by simplifying the business. The Company believes that the decisive actions of Project SWIFT will help improve the Company’s operating cost structure, enhance profitability, and strengthen its balance sheet with an overall aim to deliver long-term value to shareholders. Curation Foods intends to continue to deliver high levels of product quality and safety, while successfully executing on its customer and partner commitments. Project SWIFT will continue to be implemented throughout fiscal 2023, with three strategic priorities designed to improve Curation Foods’ overall financial performance and profitability:

1) Network & Operational Optimization: Streamline the organization to maximize efficiency and productivity by continuous improvement in plant operations with lean manufacturing practices. This included the consolidation and centralization of Curation Foods various offices into its Innovation Center headquarters in Santa Maria, California in fiscal 2020.
2) Focus on Strategic Assets: Simplify the business by divesting non-core assets. In the first quarter of fiscal year 2021, the Company sold its interest in the Ontario, California salad dressing manufacturing facility for net proceeds of $4.9 million. During the second quarter of fiscal year 2021, the Company sold the underutilized Hanover manufacturing facility building and assets related thereto for net proceeds of $8.0 million. In the third quarter of fiscal year 2022, the Company sold Curation Foods’ Eat Smart business, including its salad and cut vegetable businesses for a purchase price of $73.5 million in cash, subject to post-closing adjustments based upon net working capital at the Closing Date. Subsequent to the end of fiscal year 2020, on June 2, 2022, the Company and Curation Foods segment.entered into and closed an Asset Purchase Agreement with Hazel Technologies, Inc. (the “Purchaser”), pursuant to which Curation Foods sold all of its assets related to BreatheWay packaging technology business to the Purchasers in exchange for an aggregate purchase price of $3.2 million.

3) Organizational Redesign: Redesigning the organization so that it is the appropriate size for the Company’s future direction. In fiscal 2021 through 2022, the Company focused on redesigning strategic initiatives, developed and elevated internal talent and reduced overall headcount to improve efficiencies.

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The COVID-19 Pandemic
There are many uncertainties regarding the COVID-19 pandemic, including the scope of scientific and health issues, the anticipated duration of the pandemic, and the extent of local and worldwide social, political, and economic disruption it may cause. The COVID-19 pandemic has had and we believe will continue to have significant adverse impacts on many aspects of the Company’s operations, directly and indirectly, including with respect to sales, customer behaviors, business and manufacturing operations, inventory, the Company’s employees, and the market generally, and the scope and nature of these impacts continue to evolve each day. The Company expects to continue to assess the evolving impact of the COVID-19 pandemic, and intends to continue to make adjustments to its responses accordingly.

Critical Accounting Policies and Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make certain estimates and judgments that affect the amounts reported in the financial statements and accompanying notes to the Consolidated Financial Statements. The accounting estimates that require management’s most significant and subjective judgments include revenue recognition; loss contingencies, sales returns and allowances; self-insurance liabilities;credit losses; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived assets including(including intangible assets and goodwill) and inventory; the valuation of investments; the valuation and recognition of stock-based compensation; and the valuation and recognition of contingent liabilities.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. Our accounting policies are more fully described in Note 1 – Organization, Basis of Presentation, and Summary of Significant Accounting Policies to our consolidated financial statements. Management has discussed the development and selection of these critical accounting policies and estimates with our Board of Directors.
Revenue Recognition
See Note 1 – Organization, BasisThe Company follows the five step, principles-based model to recognize revenue upon the transfer of Presentation,promised goods or services to customers and Summaryin an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. Revenue, net of Significant Accounting Policies forestimated allowances and returns, is recognized when or as the Company satisfies its performance obligations under a discussioncontract and control of the typesproduct 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 earnedand 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.

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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 segment.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.

Impairment Review of Goodwill and Other IntangiblesIndefinite-Lived Intangible Asset
The Company’s intangible assets are comprised of finite-lived customer relationships and indefinite-lived trademarks/trade names and goodwill. The Company tests its goodwill and trademarks with indefinite lives annually for impairment in the fiscal fourth quarter or earlier if there are indications during a different interim period that these assets may have become impaired.
On a quarterly basis, the Company considers the need to update its most recent annual tests for possible impairment of its indefinite-lived intangible assets and goodwill, based on management’s assessment of changes in its business and other economic factors since the most recent annual evaluation. Such changes, if significant or material, could indicate a need to update the most recent annual tests for impairment at least annually,of the indefinite-lived intangible assets during the current period. The results of these tests could lead to write-downs of the carrying values of these assets in accordance with accounting guidance. See Note 1 – Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of howthe current period.
With respect to goodwill, the Company accountshas the option to first assess qualitative factors such as macro-economic conditions, industry and market environment, cost factors, overall financial performance of the Company, cash flow from operating activities, market capitalization, litigation, and stock price. If the result of a qualitative test indicates a potential for impairment of a reporting unit, a quantitative test is performed. The quantitative test compares the carrying amount of a reporting unit that includes goodwill to its fair value. The Company determines the fair value using an income approach. Under the income approach, fair value is determined based on estimated future cash flows, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of the Company and the rate of return an outside investor could expect to earn. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit.
To determine the fair value of a reporting unit as part of its quantitative test, the Company uses a discounted cash flow ("DCF") method under the income approach, as it believes that this approach is the most reliable indicator of the fair value of its businesses and the fair value of their future earnings and cash flows. Under this approach, which requires significant judgments, the Company estimates the future cash flows of each reporting unit and discounts these cash flows at a rate of return that reflects their relative risk. The cash flows used in the DCF method are consistent with those the Company uses in its internal planning, which gives consideration to actual business trends experienced, and the broader business strategy for the long term. The other key estimates and factors used in the DCF method include, but are not limited to, future volumes, net sales and expense growth
24

rates, gross margin and gross margin growth rates, and the discount rate applied. Changes in such estimates or the application of alternative assumptions could produce different results.
For trademarks and other intangible assets with indefinite lives, the Company has the option to first assess qualitative factors such as macro-economic conditions, industry and market environment, cost factors, overall financial performance of the Company, litigation, and changes in the business in its annual, qualitative analysis to test for impairment. If the results of a qualitative test indicate a potential for impairment of an intangible asset with an indefinite life, a quantitative test is performed. The quantitative test compares the estimated fair value of an asset to its carrying amount. If the carrying amount of such asset exceeds its estimated fair value, an impairment charge is recorded for the difference between the carrying amount and the estimated fair value. The Company uses the income approach to estimate the fair value of its trademarks. This approach requires significant judgments in determining the royalty rates and the assets’ estimated cash flows as well as the appropriate discount rates applied to those cash flows to determine fair value. Changes in such estimates or the use of alternative assumptions could produce different results.
During fiscal year 2020, the Company recorded an impairment charge of $1.1 million and $3.5 million related to its O and Yucatan Foods trademarks, respectively. The Company also recorded an impairment charge of $5.2 million and $2.7 million related to its O and Yucatan Foods goodwill, respectively. The O impairment charges were primarily a result of the recently updated (lowered) financial outlook for the O reporting unit, related to a recent shift in strategic focus within the Curation Foods business segment. The Yucatan Foods impairment charges were primarily a result of an increase in the Yucatan Foods carrying value and an increase in the discount rate, as a result of uncertainty in forecasting the effects of COVID-19 and general economic uncertainties. These impairment charges are included in the line item “impairment of goodwill and other intangibles.intangible assets” on the Consolidated Statements of Operations, and both are in the Curation Foods business segment.
During fiscal year 2022, the Company recorded impairment charges of $32.1 million and $20.0 million related to its Eat Smart business and Yucatan Foods goodwill, respectively. The Company also recorded an impairment charge of $8.7 million related to its Yucatan Foods trademarks. These impairment charges were primarily a result of an indication of a decrease in the fair market values of our Eat Smart and Yucatan Foods businesses driven by lower market valuations and a decrease in projected cash flows. The goodwill impairment charge related to the Eat Smart business goodwill is included in “loss from discontinued operations” within the Consolidated Statements of Operations. The Yucatan Foods related impairment charges are included in the line item “impairment of goodwill and intangible assets” on the Consolidated Statements of Operations and are in the Curation Foods business segment.

Income Taxes
The Company accounts for income taxes in accordance with accounting guidance which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. See Note 1 – Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of how the Company accounts for income taxes.
Stock-Based Compensation
The Company’s stock-based awards include stock option grants and restricted stock unit awards (“RSUs”). The estimated fair value for stock options, which determines the Company’s calculation of compensation expense, is based on the Black-Scholes pricing model. See Note 1 – Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of how the Company accounts for stock-based compensation.
Derivative Financial Instruments
The Company entered into interest rate swap agreements to manage interest rate risk. This derivative instrument may offsetmaintains valuation allowances when it is likely that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the changesCompany’s income tax provision in interest expense, andthe period of change. In determining whether a valuation allowance is warranted, the Company designates this derivative instrumenttakes into account such factors as prior earnings history, expected future earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of a deferred tax asset, carryback and carryforward periods and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset.
In addition to valuation allowances, the Company establishes accruals for uncertain tax positions. The tax-contingency accruals are adjusted in light of changing facts and circumstances, such as the progress of tax audits, case law and emerging legislation. The Company recognizes interest and penalties related to uncertain tax positions as a cash flow hedge. See Note 1 – Organization, Basiscomponent of Presentation, and Summaryincome tax expense. The Company’s effective tax rate includes the impact of Significant Accounting Policiestax-contingency accruals as considered appropriate by management.
A number of years may elapse before a particular matter, for a discussion of howwhich the Company accounts for its interest rate swaps.
Fair Value Measurements
has accrued, is audited and finally resolved. The Company uses fair value measurement accounting for financial assets and liabilities and for financial instruments and certain other items measured at fair value. See Note 1 – Organization, Basisnumber of Presentation, and Summaryyears with open tax audits varies by jurisdiction. While it is often difficult to predict the final outcome or the timing of Significant Accounting Policies for a discussionresolution of howany particular tax matter, the Company accounts forbelieves its investmenttax-contingency accruals are adequate to address known tax contingencies. Favorable resolution of such matters could be recognized as a reduction to the Company’s effective tax rate in the year of resolution. Unfavorable settlement of any particular issue could increase the Company's effective tax rate in the year of resolution. Any resolution of a non-public company and for its interest rate swaps.tax issue may require the use of cash in the year of resolution. The Company’s tax-contingency accruals are recorded in Other accrued liabilities in the accompanying Consolidated Balance Sheets.

Recent Accounting Pronouncements
25
Refer to "Recent Accounting Pronouncements" in Note 1 - Organization, Basis


Results of Operations
Revenues:
Curation Foods revenues consist of revenues generated from (1) the sale of specialty packaged fresh-cut and whole processed vegetable products and salads that are washed and packaged in most cases in the Company’s proprietary BreatheWay packaging and sold primarily under the Eat Smart brand and various private labels, (2) O olive oils and wine vinegars, and (3) Yucatan and Cabo Fresh branded guacamole and avocado products. In addition, the Curation Foods reportable business segment includes the revenues generated from the sale of BreatheWay packaging to license partners.Revenues:
Lifecore generates revenues from the development and manufacture of pharmaceutical-grade sodium hyaluronate (“HA”) products and providing contract development and aseptic manufacturing services to customers. Lifecore generates revenues from threetwo integrated activities: (1) aseptically filled syringesCDMO and vials, (2) fermentationfermentation.
Curation Foods revenues for the periods presented consist of revenues generated from sales of (1) Yucatan, Cabo Fresh, and private label branded guacamole and avocado products, (2) O olive oils and wine vinegars, and (3) development activities.

(In thousands, except percentages)Year Ended Change Year Ended Change
 May 26, 2019 May 27, 2018 Amount % May 27, 2018 May 28, 2017 Amount %
Curation Foods$481,686
 $458,800
 $22,886
 5% $458,800
 $410,384
 $48,416
 12%
Lifecore75,873
 65,427
 10,446
 16% 65,427
 59,392
 6,035
 10%
Total Revenues$557,559
 $524,227
 $33,332
 6% $524,227
 $469,776
 $54,451
 12%
Curation Foods
The increase in Curation Foods' revenues for fiscal year 2019 comparedBreatheWay packaging to fiscal year 2018 was primarily due to $27.3 million of revenues from the Yucatan Foods business. In addition, revenues increased $2.1 million from salad sales and $1.5 million from O olive oil and vinegar sales. These increases were partially offset by a $5.5 million decrease in (1) green bean sales due to shortages of green beans during December and January, aslicense partners. As a result of weather-related events in the Southeast, and (2) tray sales dueEat Smart Disposition, the Company met the requirements of ASC 205-20, to lower unit volume sales.
The increase in Curation Foods' revenues for fiscal year 2018 compared to fiscal year 2017 was primarily due to a 9.0% increase in Eat Smart's unit volume sales with a majorityreport the results of the increase in revenues coming from increased sales of our salad products which are higher priced products compared toEat Smart business as a discontinued operation. Accordingly, the Company’s lower priced core products whose sales increased 4.0% in fiscal year 2018 compared to fiscal year 2017. Additionally,operating results for the increase in Curation revenuesEat Smart business have therefore been reclassified as a discontinued operations for fiscal year 2018 compared to fiscal year 2017 was due to $3.8 million of revenues from the O business that was acquired on March 1, 2017.periods presented.

(In thousands, except percentages)Year EndedChangeYear EndedChange
 May 29, 2022May 30, 2021Amount%May 30, 2021May 31, 2020Amount%
Lifecore$109,320 $98,087 $11,233 11%$98,087 $85,833 $12,254 14%
Curation Foods76,466 73,459 3,007 4%73,459 74,233 (774)(1)%
Total Revenues$185,786 $171,546 $14,240 8%$171,546 $160,066 $11,480 7%

Lifecore
The increase in Lifecore’s revenues for fiscal year 20192022 compared to fiscal year 20182021 was primarily due to a $5.7an $11.0 million increase in CDMO revenues from an increase in development services revenues, primarilyactivities resulting in higher sales to new and existing customers and an increase in aseptic commercial shipments, resulting from increased demand from existing customers, andas well as a $4.4$0.2 million increase in aseptic filling revenuesfermentation sales due to higher sales to existing customers.
The increase in Lifecore’s revenues for fiscal year 20182021 compared to fiscal year 20172020 was primarily due to a $6.3$10.5 million increase in aseptic salesCDMO revenues resulting from increased demand from existing customers that drove an increase in aseptic filling commercial shipments, and a $1.7 million increase in fermentation sales due to higher sales to existing customers and a $3.2 millioncustomers.
Curation Foods
The increase in developmentCuration Foods’ revenues for fiscal year 2022 compared to fiscal year 2021 was primarily driven by increased volume of sales of our guacamole and avocado products and olive oil and wine vinegars.
The decrease in Curation Foods’ revenues for fiscal year 2021 compared to fiscal year 2020 was primarily driven by a decrease in our technology revenue primarily due to new arrangements with new customers,a $1.6 million nonrecurring royalty transaction in fiscal year 2020, partially offset by a $3.5 million decreasean increase in fermentationrevenue from our Avocado Products driven by an increase in volume of sales to existing customers.of our guacamole and avocado products.

Gross Profit:Profit:
There are numerous factors that can influence gross profit including product mix, customer mix, manufacturing costs, volume, sales discounts and charges for excess or obsolete inventory, to name a few. Many of these factors influence or are interrelated with other factors. The Company includes in cost of sales all of the following costs: raw materials (including produce, seeds, packaging, syringes, and fermentation and purification supplies), direct labor, overhead (including indirect labor, depreciation, and facility-related costs), and shipping and shipping-related costs.


26

(In thousands, except percentages)Year Ended Change Year Ended Change(In thousands, except percentages)Year EndedChangeYear EndedChange
May 26, 2019 May 27, 2018 Amount % May 27, 2018 May 28, 2017 Amount % May 29, 2022May 30, 2021Amount%May 30, 2021May 31, 2020Amount%
LifecoreLifecore$43,746 $38,265 $5,481 14%$38,265 $32,883 $5,382 16%
Curation Foods$49,305
 $49,770
 $(465) (1%) $49,770
 $52,457
 $(2,687) (5)%Curation Foods6,624 12,206 (5,582)(46)%12,206 6,504 5,702 88%
Lifecore31,698
 28,568
 3,130
 11% 28,568
 26,755
 1,813
 7%
Total Gross Profit
$81,003
 $78,338
 $2,665
 3% $78,338
 $79,212
 $(874) (1)%
Total Gross Profit
$50,370 $50,471 $(101)—%$50,471 $39,387 $11,084 28%
Lifecore
The increase in Lifecore’s gross profit for fiscal year 2022 compared to fiscal year 2021 was primarily due to an 11% increase in revenues, as well as a favorable product mix change in fiscal year 2022. As a result, Lifecore’s gross margin increased to 40.0% in fiscal year 2022 from 39.0% in fiscal year 2021.
The increase in Lifecore’s gross profit for fiscal year 2021 compared to fiscal year 2020 was primarily due to a 14% increase in revenues, as well as a favorable product mix change in fiscal year 2021. As a result, Lifecore’s gross margin increased to 39.0% in fiscal year 2021 from 38.3% in fiscal year 2020.

Curation Foods
The decrease in gross profit for the Curation Foods business for fiscal year 20192022 compared to fiscal year 20182021 was primarily due to lower sales of green beans and higher inputdriven by increased freight costs forcombined with increased raw materials, labor, packaging, and, freight. These increases were partially offset by $3.8 million of gross profit from the Yucatan Foods business and gross profit from higher salad sales. The net of these factors resulted in the gross margin decreasing to 10.2% in fiscal year 2019 compared to 10.8% in fiscal year 2018.product sourcing costs.
The decreaseincrease in gross profit for the Curation Foods business for fiscal year 20182021 compared to fiscal year 20172020 was primarily due to $7.8 millionan increase in gross profits from avocado products driven by the sale of incremental produce sourcing costs attributed to Eat Smart during fiscal year 2018 resulting from hurricanes and tropical storms and from unseasonably hot weather in California which negatively impacted produce yields and quality. These incremental produce sourcing costs were partially offset by gross profit resulting from increased salad sales. The net of these factors resulted in the gross margin decreasing to 10.8%products in fiscal year 2018 compared to 12.5%2021 produced with lower cost avocados than those used for products sold in fiscal year 2017.2020.
Lifecore
The increase in Lifecore’s gross profit for fiscal year 2019 compared to fiscal year 2018 was due to a 16% increase in revenues partially offset by an unfavorable product mix change in fiscal year 2019 to a higher percentage of revenues coming from lower margin aseptically filled product sales. As a result, Lifecore's gross margin decreased to 41.8% in fiscal year 2019 from 43.7% in fiscal year 2018.
The increase in Lifecore’s gross profit for fiscal year 2018 compared to fiscal year 2017 was due to a 10% increase in revenues partially offset by an unfavorable product mix change in fiscal year 2018 to a higher percentage of revenues coming from lower margin aseptically filled product sales than from higher margin fermentation sales compared to fiscal year 2017. As a result, Lifecore’s gross margin decreased to 43.7% in fiscal year 2018 from 45.0% in fiscal year 2017.
Operating Expenses:Expenses:
Research and Development (R&D)
R&D consistsexpenses consist primarily of product development and commercialization initiatives. R&D effortsexpenses in our Lifecore business are focused on new products and applications for HA-based and non-HA biomaterials. In the Curation Foods business R&D expenses are primarily focused on innovating our current product lines and on the Company’s proprietary BreatheWay membranes used for packaging produce, with a focus on extending the shelf-life of sensitive vegetables and fruit. In the Lifecore business, the R&D efforts are focused on new products and applications for HA-based and non-HA biomaterials. For Other, the R&D effortsexpenses are primarily focused on creating and developing new innovative lines of products.

(In thousands, except percentages)Year Ended Change Year Ended Change(In thousands, except percentages)Year EndedChangeYear EndedChange
May 26, 2019 May 27, 2018 Amount % May 27, 2018 May 28, 2017 Amount % May 29, 2022May 30, 2021Amount%May 30, 2021May 31, 2020Amount%
Curation Foods$5,444
 $5,633
 $(189) (3)% $5,633
 $1,846
 $3,787
 205%
Lifecore5,085
 5,360
 (275) (5%) 5,360
 5,387
 (27) (1)%Lifecore$7,359 $6,157 $1,202 20%$6,157 $5,910 $247 4%
CurationCuration482 1,266 (784)(62)%1,266 1,625 (359)(22)%
Other937
 1,807
 (870) (48%) 1,807
 2,240
 (433) (19)%Other— — — —%— 47 (47)(100)%
Total R&D$11,466
 $12,800
 $(1,334) (10)% $12,800
 $9,473
 $3,327
 35%Total R&D$7,841 $7,423 $418 6%$7,423 $7,582 $(159)(2)%

The increase in R&D expenses for fiscal year 2022 compared to fiscal year 2021 was primarily due an increase in Lifecore’s R&D expenses primarily due to higher salary and benefit expenses, including increased headcount, partially offset but a decrease in Curation Foods R&D expenses due to a decrease in R&D activities.

The decrease in R&D expenses for fiscal year 20192021 compared to fiscal year 20182020 was primarily due a decrease in Curation Foods and Other R&D expenses due to a decrease in R&D expensesactivities in our Other segment as a result of a decreasethese segments, partially offset by an increase in product development activities for our new ventures and from a reduction inLifecore’s R&D expenses at Lifecoreprimarily due to a higher percentagesalary and benefit expenses, including increased headcount.
27

Table of R&D personnel working on production (charged to cost of sales) this fiscal year compared to last fiscal year.Contents

The increase in R&D expenses for fiscal year 2018 compared to fiscal year 2017 was due to a significant increase in product development activities at Eat Smart driven primarily by the hiring of a VP of Innovation and R&D late in fiscal year 2017 and the subsequent staff hiring in that department, coupled with a significant increase in product development expenses at Eat Smart in fiscal year 2018.
Selling, General and Administrative (SG&A)("SG&A")
SG&A expenses consist primarily of sales and marketing expenses associated with Landec’s product sales and services, business development expenses, and staff and administrative expenses.
(In thousands, except percentages)Year EndedChangeYear EndedChange
 May 29, 2022May 30, 2021Amount%May 30, 2021May 31, 2020Amount%
Lifecore$10,033 $8,305 $1,728 21%$8,305 $7,688 $617 8%
Curation Foods19,666 10,920 8,746 80%10,920 14,616 (3,696)(25)%
Other16,428 18,435 (2,007)(11)%18,435 18,370 65 —%
Total SG&A$46,127 $37,660 $8,467 22%$37,660 $40,674 $(3,014)(7)%
(In thousands, except percentages)Year Ended Change Year Ended Change
 May 26, 2019 May 27, 2018 Amount % May 27, 2018 May 28, 2017 Amount %
Curation Foods$45,828
 $34,090
 $11,738
 34% $34,090
 $35,161
 $(1,071) (3)%
Lifecore6,618
 5,878
 740
 13% 5,878
 5,422
 456
 8%
Other11,616
 11,983
 (367) (3)% 11,983
 11,908
 75
 1%
Total SG&A$64,062
 $51,951
 $12,111
 23% $51,951
 $52,491
 $(540) (1)%

The increase in SG&A expenses for fiscal year 20192022 compared to fiscal year 20182021 was due to (1) a $11.7 million increase at Curation Foods primarily due to (a) $4.3 million of SG&A at Yucatan Foods, (b) $3.3 million of merger and acquisition costs, (c) a $4.1$8.8 million increase in SG&A expenses atthe Curation Foods segment driven by costs incurred related to the transition services agreement for the Eat Smart which includedDisposition, and a $2.0 million impairment of the GreenLine tradename, and (d) an increase in consulting fees, most of which was associated with Curation Foods’ cost saving initiatives, and (2) a $0.7$1.7 million increase at Lifecore due to new hires and increased salary and benefit expenses.expenses, including increased headcount. These increasesdecreases were partially offset by a $0.4$2.0 million decrease at Corporate primarily due toin the Other segment driven by a $3.5 million reduction of the earnout liability associated with the O acquisition, partially offset by severance-related charges,decrease in legal fees, and consulting fees.costs.

The decrease in SG&A expenses for fiscal year 20182021 compared to fiscal year 20172020 was primarily due to cost cutting and restructuring efforts in our Curation Foods segment associated with Project SWIFT. These decreases were partially offset by a $0.6 million increase at Lifecore due to increased salary and benefit expenses, including increased headcount.

Impairment of Goodwill and Intangible assets, Legal Settlement Charge, and Restructuring Costs

(In thousands, except percentages)Year EndedChangeYear EndedChange
 May 29, 2022May 30, 2021Amount%May 30, 2021May 31, 2020Amount%
Impairment of Goodwill and Intangible Assets$28,735 $— $28,735 100%$— $12,953 $(12,953)(100)%
Legal Settlement Charge— 1,763 (1,763)(100)%1,763 — 1,763 100%
Restructuring Costs8,961 3,759 5,202 138%3,759 4,054 (295)(7)%

During fiscal year 2022, the Company recorded an impairment charge of $20.0 million related to its Yucatan Foods goodwill. The Company also recorded an impairment charge of $8.7 million related to its Yucatan Foods trademarks. These impairment charges were primarily a result of an indication of a decrease in SG&A at Eat Smartthe fair market values of our Yucatan Foods businesses driven by lower market valuations and a decrease in projected cash flows. The Yucatan Foods related impairment charges are included in the line item “impairment of goodwill and intangible assets” on the Consolidated Statements of Operations and are in the Curation Foods business segment. Refer to Note 1 - Impairment Review of Goodwill and Indefinite-Lived Intangible Asset in the notes to our consolidated financial statements for more information.

During fiscal year 2020, the Company recorded an impairment charge of $1.1 million and $3.5 million related to its O and Yucatan Foods trademarks, respectively. The Company also recorded an impairment charge of $5.2 million and $2.7 million related to its O and Yucatan Foods goodwill, respectively. The O impairment charges were primarily a result of the recently updated (lowered) financial outlook for the O reporting unit, related to a recent shift in strategic focus within the Curation Foods business segment. The Yucatan Foods impairment charges were primarily a result of an increase in the Yucatan Foods carrying value and an increase in the discount rate, as a result of (1) a decreaseuncertainty in marketing expenses, (2) legal fees incurred duringforecasting the effects of COVID-19 and general economic uncertainties. These impairment charges are included in the line item “impairment of goodwill and intangible assets” on the Consolidated Statements of Operations, and both are in the Curation Foods business segment.
In fiscal year 2017 from labor-related lawsuits settled during fiscal year 20172021 the Company executed a settlement agreement related to a legal matter with Pacific Harvest, Inc. and (3) severance costs incurredRancho Harvest, Inc., In connection with the settlement agreement, the Company recorded a $1.8 million charge after considering the total settlement amount and insurance recoveries, and this amount is included in fiscal year 2017. The decrease at Eat Smart was partially offset by an increase in SG&A expenses in Other resulting from (1) an increase in stock-based compensation from equity grants, (2) new business development activities and (3) a $1.1 million increase in SG&A expenses for O all of which was more than offset by a $1.9 million reductionlegal settlement charge in the contingent consideration liability associated with the acquisition.
Other:
(In thousands, except percentages)Year Ended Change Year Ended Change
 May 26, 2019 May 27, 2018 Amount % May 27, 2018 May 28, 2017 Amount %
Dividend Income$1,650
 $1,650
 $
 —% $1,650
 $1,650
 $
 —%
Interest Income145
 211
 (66) (31)% 211
 16
 195
 1,219%
Interest Expense(5,230) (1,950) (3,280) 168% (1,950) (1,826) (124) 7%
Loss on Debt Refinancing
 
 
 —% 
 (1,233) 1,233
 (100)%
Other Income1,600
 2,900
 (1,300) (45)% 2,900
 900
 2,000
 222%
Income Tax (Expense) Benefit
(1,518) 9,363
 (10,881) N/M 9,363
 (4,040) 13,403
 N/M
Non-controlling Interest Expense

 (94) 94
 (100)% (94) (87) (7) 8%
Dividend Income
Dividend income is derived from the dividends accrued on our $22.0 million preferred stock investment in Windset which yields a cash dividendConsolidated Statements of 7.5% annually. The Company sold its $7.0 million Preferred Senior B to Windset at the end of fiscal year 2019 and thus earned a full year of dividends on this investment during fiscal year 2019. There was no change in dividend incomeOperations for the fiscal year ended May 26, 201930, 2021. Refer to Note 9 - Commitments and Contingencies - Legal Contingencies in the notes to our consolidated financial statements for more information.
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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 Company recorded $9.0 million, $3.8 million, and $4.1 million in fiscal years 2022, 2021, and 2020, respectively, related to the restructuring plan. Restructuring costs for fiscal year 2022 increased $5.2 million compared to May 27, 2018 and the fiscal year ended May 27, 20182021 due to increased restructuring activity in our Curation Foods Segment as part of our Project SWIFT initiatives to sell Curation Foods assets and prepare the Company for the transition to Lifecore. Restructuring costs for fiscal year 2021 decreased $0.3 million compared to May 28, 2017.fiscal year 2020 due to a decrease in restructuring activity related to continuing operations in our Curation Foods Segment as part of our Project SWIFT initiatives. Refer to Note 13 - Restructuring Costs in the notes to our consolidated financial statements for more information.

Other:
(In thousands, except percentages)Year EndedChangeYear EndedChange
 May 29, 2022May 30, 2021Amount%May 30, 2021May 31, 2020Amount%
Interest Income$81 $48 $33 69%$48 $72 $(24)(33)%
Interest Expense, net(17,357)(10,387)(6,970)67%(10,387)(4,646)(5,741)124%
Transition Services Income5,814 — 5,814 100%— — — —%
Loss on Debt Refinancing— (1,110)1,110 (100)%(1,110)— (1,110)100%
Other Income (Expense), net641 111 530 N/M111 (195)306 N/M
Income Tax Benefit5,839 1,903 3,936 207%1,903 8,774 (6,871)(78)%

Interest Income
The decrease in interest income in fiscal year 20192022 compared to fiscal year 20182021, and 2021 compared to fiscal 2020 was not significant.
The increase in interest income in fiscal 2018 compared to fiscal 2017 was due to the interest income from a note receivable to a third party that bears interest at a rate of 6.0% per annum.
Interest Expense

The increase in interest expense during fiscal year 20192022 compared to fiscal year 20182021, was primarily duea result of prepaid interest and prepayment penalties incurred related to additional borrowings to fundpayments made on our term debt resulting from the acquisitionsales of Yucatan Foods atour investment in Windset and the beginningEat Smart Disposition, combined with higher interest rates and an increase in deferred financing costs incurred as a result of the third quarter of fiscal 2019 as well as the Company's line of credit balance increasing from $27.0 million as of fiscal year ended May 27, 2018 to $52.0 million as of fiscal year ended May 26, 2019 primarily to fund new equipment purchases during the last twelve months.our debt refinancing in December 2020.

The increase in interest expense during fiscal year 20182021 compared to fiscal year 20172020 was not significant.primarily the result of (i) an increased interest rate, due to the Company's increased Total Leverage Ratio (as defined in the Credit Agreement), combined with our debt refinancing in December 2020 at higher interest rates, (ii) an increase in deferred financing costs from those incurred in connection with the Company's amendments to the Credit Agreement since May 31, 2020 combined with our debt refinancing in December 2020, and (iii) an increase in total outstanding debt from $190.3 million as of May 31, 2020 to $193.9 million as of May 30, 2021.

Transition Services Income

In fiscal year 2022 the Company earned $5.8 million of transition services income related to transition services provided to Taylor Farms related to the Eat Smart Disposition which is meant to defray costs incurred to provide the transition services which are reported within Selling, general and administrative costs.

Loss on Debt Refinancing

The loss on debt refinancing for the fiscal year 2017 was due to thea write-off of unamortized debt issuance costs and early debt extinguishment prepayment penalties uponin connection with the Company refinancing its debt in September 2016.December 2020.
Other Income (Expense), net
The decreaseincrease in other income (expense), net for fiscal year 2019years 2022 and 2021 compared to the respective prior periods was aprimarily the result of the change in the fair value of the Company's investment in Windset, which increased $1.6 million for the twelve months ended May 26, 2019 compared to an increaseour interest rate swap liability.
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Income Tax Benefit

The increasechange in other income tax benefit for fiscal year 20182022 compared to fiscal year 2021 was primarily due to the Company’s increase in net loss before income taxes from continuing operations and the fair value of our investment in Windset being higher inCompany’s effective tax rate for fiscal year 2018 than2022 changed from a tax provision benefit of 16.59% to a tax provision benefit of 11.20% in comparison to fiscal year 2017.2021 after adjustment for discontinued operations. The decrease in the effective tax rate for fiscal year 2022 was primarily due to a significant valuation allowance increase and the impairment of Yucatan Foods goodwill.
Income Tax (Expense) Benefit
The increaseeffective tax rate for fiscal year 2021 changed from a tax provision benefit of 28.63% to a tax provision benefit of 16.59% in comparison to fiscal year 2020 after adjustment for discontinued operations. The decrease in the income tax expense during fiscal year 2019 compared to fiscal year 2018 was due to the income tax benefit from the Tax Cuts and Jobs Act of 2017 (“TCJA”), which resulted in a significant tax benefit during fiscal year 2018 whereas the tax expense for fiscal year 2019 is based on pre-tax income.
As2021 was primarily due to a resultsignificant decrease in the Company's loss before tax from continuing operations, and the increase in change in valuation allowance which offsets federal and state research and development credits, and $2.8 million of the income taxNOL carryback benefit from the Tax Cuts and Jobs Act of 2017 (the “TCJA”), income taxesapplied only for fiscal year 2018 reflected a significant benefit as compared to fiscal year 2017 which reflected a tax expense based on pre-tax income.2020.
Non-controlling Interest
The non-controlling interest consists of the limited partners’ equity interest in the net income of Apio Cooling, LP. The Company purchased the non-controlling interest in Apio Cooling, LP during the fourth quarter of fiscal year 2018 and dissolved Apio Cooling LP.
The increase in non-controlling interest for fiscal year 2018 compared to fiscal year 2017 was not significant.


Liquidity and Capital Resources
As of May 26, 2019,29, 2022, the Company had cash and cash equivalents of $1.1$1.6 million, a net decreaseincrease of $1.8$0.3 million from $2.9$1.3 million at May 27, 2018.30, 2021.

Cash Flows from Operating Activities
The Company generated $16.0 million of
Net cash fromused in operating activities during fiscal year 20192022 was $24.4 million compared to generating $19.8$15.0 million of net cash fromprovided by operating activities during fiscal year 2018.2021. The primary sourcesuses of net cash fromin operating activities during fiscal year 20192022 were from (1) $0.4a $97.4 million net loss, (2) an $6.6 million net increase in working capital, and (3) a $6.9 million reduction in deferred taxes. These uses of net income,cash were partially offset by (1) $60.8 million impairment of goodwill and intangible assets, (2) $18.8$20.5 million of depreciation/amortization and stock based compensation expense, and (3) $2.0$5.5 million Loss on sale of impairmentEat Smart and loss on disposal of the GreenLine tradename. These sources of cash were offset by (1) a $1.6 million increase in fair value of the Windset investmentproperty and a $3.5 million decrease in the O earn-out liability, both of which are non-cash items and (2) a $1.2 million increase in working capital.equipment related to restructuring, net.


The primary factors for the increase in working capital during the fiscal year 2019, were (1)ended 2022, was a $8.9$6.0 million increase in inventory driven by production in our Avocado Products division and to support the sales growth at Lifecore, a $6.1 million increase in accounts receivable due todriven by sales increases and timing of customer payments, and a $11.4$3.2 million net increase in accounts receivable at Lifecore primarily due to May 2019 revenues being $8.8 million higher than May 2018 revenues,accrued compensation and other accrued liabilities driven by severance accruals, partially offset by a $2.5 million decrease in Curation Foods’ accounts receivable due to the timing of receipts, (2) a $10.9 million increase in inventory due to a $11.4 million increase in inventory at Curation Foods, which includes increased inventory volume as a result of the Yucatan Foods acquisition, and (3) a $2.4 million decrease in deferred revenue due to the timing of billings and shipments at Lifecore. These increases in working capital were partially offset by (1) a $19.1 millionan increase in accounts payable due to a $18.5of $9.3 million increase in Curation Foods’ accounts payable, which includes higher purchasing volume as a result of the Yucatan Foods acquisition and (2) a $1.6 million decrease in prepaid expenses and other current assets primarily related to the increase in inventory and timing of grower advances for raw products at Curation Foods.payments.

Cash Flows from Investing Activities

Net cash provided by investing activities during fiscal year 2022 was $81.8 million, compared to $10.9 million of net cash used in investing activities for fiscal year 2019 was $96.8 million compared to $35.6 million for the same period last year. The use of2021. Net cash inprovided by investing activities during fiscal year 20192022 was primarily due to the $59.9receipt of $73.5 million related to the Eat Smart Disposition (partially offset by a $9.8 million working capital adjustment and cash expenses related to the Eat Smart Disposition), $45.1 million related to the sale of the Company's investment in cash paid for the Yucatan Foods acquisition and fromWindset, partially offset by the purchase of $44.7$28.1 million of equipment to support the growth of the Company’s Lifecore and Curation Foods and Lifecore businesses. The net cash used in investing activities was partially offset by $7.0 million received from the Company’s exercise of the put feature on its Senior B preferred shares in Windset.

Cash Flows from Financing Activities

Net cash provided byused in financing activities forduring fiscal year 20192022 was $79.0$57.0 million compared to $13.3$3.4 million for the same period last year. The net cash provided byused in financing activities during fiscal year 20192022 was primarily due to $60.0$86.4 million of borrowingsdebt pay downs under the Company’sCompany's term loan, partially offset by a $20.0 million draw on the term loan multi draw accordion feature to fund the Yucatan Foods acquisitionLifecore capital expenditures, and from a $25.0an $11.0 million increase innet draw down on the Company’s line of credit, primarily to fund a portion of the $44.7 million of equipment purchases and to pay down long-term debt by $5.1 million.credit.

Capital Expenditures
During
Landec incurred $28.1 million of capital expenditures during fiscal year 2019, Landec incurred expenditures for2022, which were primarily represented by continued facility modifications and expansions and purchased equipment purchases intended to increase production capacity to support the growth and increased production efficiency of the Lifecore and Curation Foods businesses. Capital expenditures incurred during fiscal year 2021 were $23.8 million. During the fiscal year ended 2022, capital expenditures for Lifecore and Lifecore businesses. TheseCuration Foods were $23.6 million and $2.7 million, respectively, and capital expenditures represented the majorityfor discontinued operations were $1.8 million.

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Debt
On September 23, 2016, the Company entered into a Credit Agreement with JPMorgan, BMO, and City National Bank, as lenders (collectively, the “Lenders”), and JPMorgan as administrative agent, pursuant to which the Lenders provided the Company with a $100.0 million revolving line of credit (the “Revolver”) and a $50.0 million term loan facility (the “Term Loan”), guaranteed by each of the Company’s direct and indirect subsidiaries and secured by substantially all of the Company’s assets, with the exception of the Company’s investment in Windset.
On November 30, 2018, the Company entered into the Fourth Amendment to the Credit Agreement, which increased the Term Loan to $100.0 million and the Revolver to $105.0 million.
On October 25, 2019, the Company entered into the Sixth Amendment to the Credit Agreement, which increased the Term Loan to $120.0 million and decreased the revolver to $100.0 million. Both the Revolver and the Term Loan continue to mature on September 23, 2021,October 25, 2022, with the Term Loan requiring quarterly principal payments increasingof $3.0 million and the remainder continuing to $2.5be due at maturity.
On March 19, 2020, the Company entered into the Seventh Amendment to the Credit Agreement (the “Seventh Amendment”), which among other changes, retroactively increased the maximum Total Leverage Ratio (as defined in the Credit Agreement as the ratio of the Company’s total indebtedness on such date to the Company’s consolidated EBITDA for the period of four consecutive fiscal quarters ended on or most recently prior to such date) to 5.75 to 1.00 for the fiscal quarter ended February 23, 2020, which decreases back to 5.00 to 1.00 for the fiscal quarter ending May 31, 2020. The maximum Total Leverage Ratio thereafter decreases by 25 basis points each subsequent fiscal quarter thereafter, until it reaches 3.50 for the fiscal quarter ending November 28, 2021, and then remains fixed through maturity. The Seventh Amendment also introduced additional financial covenants that remain in effect through May 31, 2020, including minimum cumulative monthly Unadjusted EBITDA thresholds and maximum capital expenditures, as well as additional reporting requirements and frequencies. Interest on both the Revolver and the Term Loan continues to be based upon the Company’s Total Leverage Ratio, at a per annum rate of either (i) the prime rate plus a spread of between 0.25% and 3.00% or (ii) the Eurodollar rate plus a spread of between 1.25% and 4.00%.
On July 15, 2020, the Company entered into the Eighth Amendment to the Credit Agreement (the “Eighth Amendment”), which among other things, (i) modified the definition of EBITDA to increase the limit on permitted exclusions for certain unusual, extraordinary or one-time cash items for each fiscal quarter ending on or after February 28, 2021, to a maximum of 20% of EBITDA, and (ii) restricted the Company from making Capital Expenditures over certain thresholds. Interest continues to be based on the Company’s Total Leverage Ratio, at a revised per annum Applicable Rate of either (i) the prime rate plus a spread of between 0.75% and 3.50% or (ii) the Eurodollar rate plus a spread of between 1.75% and 4.50%, plus, in each case, a commitment fee, as applicable, of between 0.15% and 0.55%, as further described in the Eighth Amendment.
On December 31, 2020, the Company refinanced its existing Term Loan and Revolver by entering into two separate Credit Agreements (the "New Credit Agreements") with BMO and Goldman Sachs Specialty Lending Group, L.P. (“Goldman”) and Guggenheim Credit Services, LLC ("Guggenheim"), as lenders (collectively, the “Refinance Lenders”). Pursuant to the credit agreement related to the revolving credit facility, BMO has provided the Company, Curation Foods and Lifecore, as co-borrowers, with an up to $75.0 million beginningrevolving 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 1, 2019,30, 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
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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 current Credit Agreement, and terminated the Credit Agreement. In connection with the repayment of borrowings under the Credit Agreement, the Company recognized a loss in 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 Agreement to make available again $20.0 million of term debt that 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 May 29, 2022, (i) $40.0 million was outstanding on the Refinance Revolver, at an interest rate of 3.00%, (ii) $103.7 million was outstanding on the Refinance Term Loan, at an interest rate of 9.5%, and (iii) the Company was in compliance with all financial covenants and had no events of default under the New Credit Agreements.

Contractual Obligations
The Company’s material contractual obligations for the next five years and thereafter as of May 26, 2019,29, 2022, are as follows:
(in thousands)Due in Fiscal Year Ended May
ObligationTotal20232024202520262027Thereafter
Debt obligations$143,712 $2,125 $8,469 $8,422 $124,696 $— $— 
Interest payments associated with debt obligations40,775 11,185 10,627 9,839 9,124 — — 
Finance leases3,485 3,475 10 — — — — 
Operating leases13,705 2,330 2,243 2,002 1,928 1,409 3,793 
Purchase commitments54,887 5,969 5,985 5,604 5,604 5,604 26,121 
Total$256,564 $25,084 $27,334 $25,867 $141,352 $7,013 $29,914 
(in thousands) Due in Fiscal Year Ended May
Obligation Total 2020 2021 2022 2023 2024 Thereafter
Debt obligations $149,500
 $10,000
 $10,000
 $129,500
 $
 $
 $
Interest payments associated with debt obligations 17,280
 7,565
 7,053
 2,662
 
 
 
Capital leases 4,925
 486
 489
 460
 3,490
 
 
Operating leases 28,421
 5,056
 4,044
 3,589
 3,350
 3,047
 9,335
Purchase commitments 30,615
 25,135
 2,780
 2,700
 
 
 
Total $230,741
 $48,242
 $24,366
 $138,911
 $6,840
 $3,047
 $9,335


Debt obligations are based onreflect the principal amounts outstanding on the term loanTerm Loan and revolverthe Revolver at fiscal year end.year-end. The interest payment amounts above are based on principal amounts and contractual rates at fiscal year end.year-end. See Note 76 – Debt in the notes to our consolidated financial statements for further information on the Company’s loans.
The Company is not a party to any agreements with, or commitments to, any special purpose entities that would constitute material off-balance sheet financing other than the operating lease commitments.
The Company’s future capital requirements will depend on numerous factors, including the progress of its research and development programs; the continued development of marketing, sales and distribution capabilities; the ability of the Company to establish and maintain new licensing arrangements; the costs associated with employment-related claims; any decision to pursue additional acquisition opportunities; weather conditions that can affect the supply and price of produce, the timing and amount, if any, of payments received under licensing and research and development agreements; the costs involved in preparing, filing, prosecuting, defending, and enforcing intellectual property rights; the ability to comply with regulatory requirements; the emergence of competitive technology and market forces; the effectiveness of product commercialization activities and arrangements; and other factors. If the Company’s currently available funds, together with the internally generated cash flow from operations are not sufficient to satisfy its capital needs, the Company would be required to seek additional funding through other arrangements with collaborative partners, additional bank borrowings and public or private sales of its securities. There can be no assurance that additional funds, if required, will be available to the Company on favorable terms, if at all.
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The Company believes that its cash from operations, along with existing cash and cash equivalents and availability under its line of credit will be sufficient to finance its operational and capital requirements for at least the next twelve months.
Item 7A.Quantitative and Qualitative Disclosures About Market Risk


Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Exposure
Our net interest expense is sensitive to changes in the general level of interest rates. In this regard, changes in interest rates will affect our net interest expense, as well as the fair value of our debt.
On November 30, 2018,December 31, 2020, the Company enteredrefinanced its existing Term Loan and Revolver by entering into two separate Credit Agreements (the "New Credit Agreements") with BMO and Goldman Sachs Specialty Lending Group, L.P. (“Goldman”) and Guggenheim Credit Services, LLC ("Guggenheim"), as lenders (collectively, the Fourth Amendment“Refinance Lenders”). Pursuant to the Credit Agreement,which increasedcredit 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 to $100.0 millionare guaranteed, and secured by, substantially all of the Company’s and the Company's direct and indirect subsidiaries' assets.
Interest on the Refinance Revolver to $105.0 million. Bothis based upon the Revolver and the Term Loan accrue interestCompany’s average availability, at a floatingper annum rate equal toof either (i) the primeLIBOR rate plus a spread of between 0.25%2.00% and 2.25%2.50% or (ii) the Eurodollarbase rate plus a spread of between 1.25%1.00% and 3.25%1.50%, plus a commitment fee, as applicable, of 0.375%. BasedInterest on the $149.0 millionRefinance Term Loan is at a per annum rate based on either (i) the base rate plus a spread of floating7.50% or (ii) the LIBOR rate debt outstanding asplus a spread of May 26, 2019, of which $67.5 million is hedged, our annual interest expense would increase by approximately $0.8 million for each8.50%.

A hypothetical 100 basis point increase or decrease in weighted average interest rates.rates under our Refinance Revolver, based upon the face value of such instruments, would increase our interest expense by approximately $0.4 million over a twelve-month period.

Foreign Currency Exposure
Our Mexican-based operations transacttransacts a portion of the business in Mexican pesos. Funds are transferred by our corporate office to Mexico to satisfy domesticlocal Mexican cash needs. We do not currently use derivative instruments to hedge fluctuations in the Mexican peso to U.S. dollar exchange rates. Total impact from foreign currency translation is not significant.
Item 8.Financial Statements and Supplementary Data
See
Item 8.    Financial Statements and Supplementary Data
The information contained in Part IV, Item 15 of Part IV ofincluded elsewhere in this report.Annual Report on Form 10-K is incorporated herein by reference.
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.

Item 9A.Controls and Procedures

Item 9A.    Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of May 26, 2019, our managementrequired by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our Chief Executive Officermanagement, including our principal executive officer and our Chief Financial Officer,principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures.  Based onprocedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that ourForm 10-K. Our disclosure controls and procedures are effective in ensuringdesigned to provide reasonable assurance that information required to be disclosed by us in reports filedthat we file under the Securities Exchange Act of 1934,is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as amended,appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified byin the Securitiesrules and Exchange Commission,forms of the SEC. Based upon the evaluation, our principal executive officer and areprincipal financial officer concluded that due to a material weakness in our internal control over financial reporting as described in the “Management’s Report on Internal Control over Financial Reporting”, our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated toas of May 29, 2022.
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As further described below, the Company’s management including its Chief Executive Officeris in the process of developing plans to remediate the material weakness identified, but it has not been remediated as of the date of filing of this Annual Report on Form 10-K. Despite the existence of this material weakness, our management believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, the Company’s financial condition, results of operations and Chiefcash flows for the periods presented in conformity with U.S. generally accepted accounting principles.
Changes in Internal Controls over Financial Officer,Reporting
Other than the identification of the material weakness as appropriatedescribed in “Management’s Report on Internal Control over Financial Reporting”, there have been no changes in our system of internal control over financial reporting during the quarter ended May 29, 2022 that have materially affected, or are reasonably likely to allow timely decisions regarding required disclosure.materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our managementManagement is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f)13(a)-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and presentation of consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, these controls can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that the internal controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of May 29, 2022. In making this assessment, which was conducted under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)(COSO) in Internal Control - Integrated Framework (2013 Framework)(2013). OurAs part of our annual assessment, management has concluded that we maintaineddid not design and operate effective internal controls over the completeness and accuracy of the accounting for non-standard transactions, that would include discontinued operations and restructuring activity. Specifically, we did not design controls for non-standard transactions to ensure the accurate presentation of non-standard transactions, which would include discontinued operations and certain restructuring costs in our financial statements. This resulted in a material error in our interim financial information as presented in and filed with our Quarterly Report on Form 10-Q for our fiscal third quarter ended February 27, 2022. As a result, we have restated the impacted financial information and corrected these errors in Note 1 to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. We have determined that a gap exists in the design and operations of our controls related to the accounting and classification of certain non-standard transactions, including discontinued operations and certain restructuring costs, which constitutes a material weakness.
As discussed in Part II, Item 8. Financial Statements and Supplementary Data, Note 1 to our consolidated financial statements, the Company is restating (the “Restatement”) our previously issued (i) unaudited consolidated balance sheet as of February 27, 2022 and May 26, 2019.  30, 2021, (ii) unaudited consolidated statements of comprehensive (loss) income for the three and nine months ended February 27, 2022, (iii) unaudited consolidated statement of cash flows for the nine months ended February 27, 2022, (iv) unaudited consolidated statement of changes in stockholders' equity, and unaudited notes related thereto, as previously reported in our Quarterly Report on Form 10-Q for the third quarter period ended February 27, 2022 (the “Prior Financial Statements”).
OurThe Restatement results from corrections by the Company primarily related to:
(i) the classification of certain expenses and the recording of accruals related to the Company’s recent disposition activities and the Company’s corporate transition of Landec Corporation to Lifecore Biomedical, which were previously classified as restructuring expenses from continuing operations in our Prior Financial Statements, but which the Company intends to correct to classify as selling, general and administrative expenses, and cost of goods sold within continuing operations;
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(ii) the treatment of the fees received and costs incurred by the Company pursuant to the transition services agreement related to the sale of the Curation Foods’ Eat Smart business (the “TSA”), for which the Company had previously recognized the net of the TSA fees received and costs incurred as loss on sale of Eat Smart within discontinued operations, but for which the Company intends to correct to classify the TSA fees received by the Company within transition services income and the TSA costs incurred by the Company as selling, general and administrative expenses within continuing operations; and
(iii) the classification of certain costs and expenses related to the Company’s recent disposition activities and the Company’s corporate transition of Landec Corporation to Lifecore Biomedical, which were previously classified as loss on sale of Eat Smart within discontinued operations, but which the Company intends to correct to classify as selling, general and administrative expenses within continuing operations.
Based upon our current assessment, which considered the material weakness described above, our management including our Chief Executive Officer and Chief Financial Officer, does not expectconcluded that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable,was not absolute, assurance that the objectiveseffective at May 29, 2022.

Management’s Plan for Remediation of the control system are met. Further,Material Weakness
In response to the design of a control system must reflectmaterial weakness described above, with the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Becauseoversight of the inherent limitationsAudit Committee of our Board of Directors, management has corrected the error in allits interim financial statements. Management is currently evaluating remediation activities related to our non-standard transaction processes that will include, but are not limited to the following (i) enhancing and developing a more comprehensive review process and monitoring controls related to non-standard transactions and (ii) continuing to provide training and development to our accounting team related to non-standard transactions, including discontinued operations and restructuring activity.
The remediation efforts are intended to both address the identified material weakness and to enhance our overall financial control systems, no evaluationenvironment and will be subject to ongoing senior management review, as well as Audit Committee oversight. We plan to complete this remediation process as quickly as possible. Management is committed to continuous improvement of controls can provide absolute assurance that allour internal control issuesover financial reporting and instances of fraud, if any, within the Company have been detected.will continue to diligently review our internal control over financial reporting.
Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on our internal control over financial reporting, which appears below.in Part IV, Item 15 of this Annual Report on Form 10-K, and is incorporated herein by reference.
Changes in Internal Controls over Financial Reporting
During the fourth quarter 2018, the Company identified errors in its current and previously filed statements
Item 9B.    Other Information
None.

Item 9C.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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During 2019, we completed the remediation plan for the material weakness in our internal control over financial reporting identified as of May 27, 2018. Specifically, our management, Audit Committee and Board of Directors took the following steps as part of our ongoing remediation efforts to address this issue:
(a) Strengthened our reconciliation controls around accounts payable and fixed assets by redesigning the controls to take into account the balances within fixed assets and the timing of payments for invoices within accounts payable; and
(b) Strengthened our review process over the Consolidated Statements of Cash Flows to ensure cash flows from investing activities accurately presents the timing of cash outflows arising from purchases of property and equipment.
On December 1, 2018, we completed the acquisition of Yucatan Foods. We are in the process of integrating Yucatan Foods into our systems and control environment. As permitted by the Securities and Exchange Commission, we are excluding Yucatan Foods from the assessment of internal control over financial reporting for the year ending May 26, 2019. This exclusion is consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from management's report on internal control over financial reporting in the year of acquisition. 
Subject to the foregoing, no changes in our internal control over financial reporting have occurred as of May 26, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Item 9B.Other Information
None

PART III
Item 10.Directors, Executive Officers and Corporate Governance

Item 10.    Directors, Executive Officers and Corporate Governance
This information required by this item will be contained in the Registrant’s definitive proxy statement which the Registrant will fileor in an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission nonot later than September 23, 201926, 2022 (120 days after the Registrant’s fiscal year end covered by this Report)Annual Report on Form 10-K) and is incorporated herein by reference.
Item 11.Executive Compensation

Item 11.    Executive Compensation
This information required by this item will be contained in the Registrant’s definitive proxy statement which the Registrant will fileor in an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission nonot later than September 23, 201926, 2022 (120 days after the Registrant’s fiscal year end covered by this Report)Annual Report on Form 10-K) and is incorporated herein by reference.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
This information required by this item will be contained in the Registrant’s definitive proxy statement which the Registrant will fileor in an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission nonot later than September 23, 201926, 2022 (120 days after the Registrant’s fiscal year end covered by this Report)Annual Report on Form 10-K) and is incorporated herein by reference.
Item 13.Certain Relationships and Related Transactions and Director Independence

Item 13.    Certain Relationships and Related Transactions and Director Independence
This information required by this item will be contained in the Registrant’s definitive proxy statement which the Registrant will fileor in an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission nonot later than September 23, 201926, 2022 (120 days after the Registrant’s fiscal year end covered by this Report)Annual Report on Form 10-K) and is incorporated herein by reference.
Item 14.Principal Accountant Fees and Services

Item 14.    Principal Accountant Fees and Services
This information required by this item will be contained in the Registrant’s definitive proxy statement which the Registrant will fileor in an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission nonot later than September 23, 201926, 2022 (120 days after the Registrant’s fiscal year end covered by this Report)Annual Report on Form 10-K) and is incorporated herein by reference.

36

PART IV
Item 15.Exhibits and Financial Statement Schedules

Item 15.    Exhibits and Financial Statement Schedules
(a)1.Consolidated Financial Statements of Landec Corporation 
 Page
 
 
 
 
 
 
 
 2.All schedules provided for in the applicable accounting regulations of the Securities and Exchange Commission have been omitted since they pertain to items which do not appear in the financial statements of Landec Corporation and its subsidiaries or to items which are not significant or to items as to which the required disclosures have been made elsewhere in the financial statements and supplementary notes and such schedules.
 3.
 The exhibits listed in the accompanying Index of Exhibits are filed or incorporated by reference as part of this report.

37
(a)1.Consolidated Financial Statements of Landec Corporation 
     Page
    
   
   
   
  
   
   
   
    
 2.All schedules provided for in the applicable accounting regulations of the Securities and Exchange Commission have been omitted since they pertain to items which do not appear in the financial statements of Landec Corporation and its subsidiaries or to items which are not significant or to items as to which the required disclosures have been made elsewhere in the financial statements and supplementary notes and such schedules. 
    
 3.
    
   The exhibits listed in the accompanying Index of Exhibits are filed or incorporated by reference as part of this report.  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Landec Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Landec Corporation and subsidiaries (the Company) as of May 26, 201929, 2022 and May 27, 2018,30, 2021, and the related consolidated statements of operations, comprehensive (loss) income, (loss), comprehensive income (loss), stockholders’stockholders' equity and cash flows for each of the three years in the period ended May 26, 2019,29, 2022, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 26, 201929, 2022 and May 27, 2018,30, 2021, and the results of its operations and its cash flows for each of the three years in the period ended May 26, 2019,29, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of May 26, 2019,29, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August 1, 2019September 13, 2022 expressed an unqualifiedadverse opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company‘sCompany's management. Our responsibility is to express an opinion on the Company‘sCompany's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Goodwill and Trademarks/tradenames with Indefinite lives
Description of the MatterAt May 29, 2022, the Company’s goodwill was $13.9 million and trademarks/tradenames with indefinite lives was $8.4 million. The carrying values of the Company’s Yucatan reporting unit’s goodwill and trademarks/tradenames with indefinite lives were $0 million and $3.7 million, respectively at May 29, 2022. As discussed in Note 1 of the consolidated financial statements, goodwill and trademarks/tradenames with indefinite lives are assessed by the Company’s management for impairment at least annually, in the fiscal fourth quarter, unless there are indications of impairment at other points throughout the year. Goodwill is tested for impairment at the reporting unit level. The Company measured the fair value of the goodwill using an income approach and the fair value of trademarks/tradenames using a royalty savings method. In identifying an excess of the carrying value over fair value, the Company recorded an impairment of $20.0 million to the carrying amount of goodwill and $8.7 million to the carrying amount of trademarks/tradenames with indefinite lives related to the Yucatan reporting unit for the year ended May 29, 2022.
38

Auditing the Company’s annual impairment test related to the Yucatan reporting unit’s goodwill and trademarks/tradenames with indefinite lives is complex and highly judgmental and required the involvement of our valuation specialist due to the significant judgment in estimating their fair values. In particular, the fair value estimate of the Yucatan reporting unit’s goodwill is sensitive to assumptions such as net sales growth rates, gross margins and discount rate. The Yucatan reporting unit’s trademarks/tradenames with indefinite lives are sensitive to assumptions related to the discount rate. These assumptions are forward-looking and sensitive to and affected by expected future market or economic conditions and industry and company-specific qualitative factors.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s impairment review process related to the goodwill and trademarks/tradenames with indefinite lives. We tested controls over management’s review of the data used in their valuation models and review of the significant assumptions described above.

To test the estimated fair value of the Yucatan reporting unit and trademarks/tradenames with indefinite lives, we performed audit procedures that included, among others, assessing the methodologies, testing the significant assumptions discussed above used to develop the estimates of future earnings and cash flows and testing the completeness and accuracy of the underlying data. We compared the significant assumptions used by management to current industry and economic trends, the Company’s historical results and other guideline companies within the same industry and evaluated how changes in the Company’s business may affect the significant assumptions. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the change in the fair value of the Yucatan reporting unit and trademarks/tradenames with indefinite lives resulting from changes in these assumptions. We involved our valuation specialists to assist in reviewing the valuation methodology and the royalty and discount rate assumptions. For trademarks/tradenames with indefinite lives, where applicable, we also assessed whether the assumptions used were consistent with those used in the goodwill impairment review process.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2008.
San Francisco, California
August 1, 2019September 13, 2022

39


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Landec Corporation
Opinion on Internal Control over Financial Reporting
We have audited Landec Corporation and subsidiaries’ internal control over financial reporting as of May 26, 2019,29, 2022, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Landec Corporation and subsidiaries' (the Company) has not maintained in all material respects, effective internal control over financial reporting as of May 26, 2019,29, 2022, based on the COSO criteria.
As indicatedA material weakness is a deficiency, or combination of deficiencies, in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management did not design and operate effective controls over the completeness and accuracy of accounting for non-standard transactions, which include the internal controls of Yucatan Foods, Inc which is included in the May 26, 2019 consolidated financial statements of the Companydiscontinued operations and constituted $90,255 and $81,168 of total and net assets, respectively, as of May 26, 2019 and $27,321 and $(5,423) of product sales and net income from continuing operations before income taxes, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Yucatan Foods, Inc.certain restructuring costs.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 26, 201929, 2022 and May 27, 2018,30, 2021, and the related consolidated statements of income (loss),operations, comprehensive (loss) income, (loss), stockholders’ equity and cash flows for each of the three years in the period ended May 26, 2019,29, 2022, and the related notesnotes. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the May 29, 2022 consolidated financial statements, and this report does not affect our report dated August 1, 2019September 13, 2022 which expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
San Francisco, California
August 1, 2019September 13, 2022

40

LANDEC CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands,exceptpar value)
As restated
 May 29, 2022May 30, 2021
ASSETS 
Current Assets: 
Cash and cash equivalents$1,643 $1,159 
Accounts receivable, less allowance for credit losses48,172 41,430 
Inventories66,845 63,076 
Prepaid expenses and other current assets7,052 5,038 
Current assets, discontinued operations— 37,618 
Total Current Assets123,712 148,321 
Property and equipment, net130,435 120,286 
Operating lease right-of-use assets8,580 17,098 
Goodwill13,881 33,916 
Trademarks/tradenames, net8,400 17,100 
Customer relationships, net7,150 8,532 
Other assets3,002 3,531 
Other assets, discontinued operations— 154,140 
Total Assets$295,160 $502,924 
LIABILITIES AND STOCKHOLDERS’ EQUITY 
Current Liabilities: 
Accounts payable$15,802 $16,298 
Accrued compensation9,238 7,754 
Other accrued liabilities7,647 3,955 
Current portion of lease liabilities5,026 1,600 
Deferred revenue919 637 
Line of credit40,000 29,000 
Current portion of long-term debt, net599 — 
Current liabilities, discontinued operations— 42,644 
Total Current Liabilities79,231 101,888 
Long-term debt, net97,579 164,902 
Long-term lease liabilities9,983 20,359 
Deferred taxes, net232 6,140 
Other non-current liabilities190 2,870 
Non-current liabilities, discontinued operations— 3,981 
Total Liabilities187,215 300,140 
Stockholders’ Equity: 
Common stock, $0.001 par value; 50,000 shares authorized; 29,513 and 29,333 shares issued and outstanding at May 29, 2022 and May 30, 2021, respectively30 29 
Additional paid-in capital167,352 165,533 
Retained earnings (accumulated deficit)(58,851)38,580 
Accumulated other comprehensive loss(586)(1,358)
Total Stockholders’ Equity107,945 202,784 
Total Liabilities and Stockholders’ Equity$295,160 $502,924 
 May 26, 2019 May 27, 2018
ASSETS   
Current Assets:   
Cash and cash equivalents$1,080
 $2,899
Accounts receivable, less allowance for doubtful accounts69,565
 53,877
Inventories54,132
 31,819
Prepaid expenses and other current assets8,264
 7,958
Other current assets, discontinued operations
 510
Total Current Assets133,041
 97,063
    
Investment in non-public company, fair value61,100
 66,500
Property and equipment, net200,027
 159,624
Goodwill76,742
 54,510
Trademarks/tradenames, net29,928
 16,028
Customer relationships, net15,319
 5,814
Other assets2,934
 5,164
Total Assets$519,091
 $404,703
    
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Current Liabilities:   
Accounts payable$53,973
 $34,668
Accrued compensation10,687
 9,978
Other accrued liabilities10,076
 8,706
Deferred revenue499
 2,625
Line of credit52,000
 27,000
Current portion of long-term debt, net9,791
 4,940
Other current liabilities, discontinued operations65
 458
Total Current Liabilities137,091
 88,375
    
Long-term debt, net87,193
 37,360
Capital lease obligation, less current portion3,532
 3,641
Deferred taxes, net19,393
 17,485
Other non-current liabilities1,738
 5,280
Total Liabilities248,947
 152,141
    
Stockholders’ Equity:   
Common stock, $0.001 par value; 50,000 shares authorized; 29,103 and 27,702 shares issued and outstanding at May 26, 2019 and May 27, 2018, respectively29
 28
Additional paid-in capital160,341
 142,087
Retained earnings109,710
 109,299
Accumulated other comprehensive income64
 1,148
Total Stockholders’ Equity270,144
 252,562
Total Liabilities and Stockholders’ Equity$519,091
 $404,703
See accompanying notesto the consolidated financial statements.

41

LANDEC CORPORATION
CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS
(In thousands, except per share amounts)
 Year Ended
 May 29, 2022May 30, 2021May 31, 2020
Product sales$185,786 $171,546 $160,066 
Cost of product sales135,416 121,075 120,679 
Gross profit50,370 50,471 39,387 
Operating costs and expenses:   
Research and development7,841 7,423 7,582 
Selling, general and administrative46,127 37,660 40,674 
Impairment of goodwill and intangible assets28,735 — 12,953 
Legal settlement charge— 1,763 — 
Restructuring costs8,961 3,759 4,054 
Total operating costs and expenses91,664 50,605 65,263 
Operating loss(41,294)(134)(25,876)
Interest income81 48 72 
Interest expense, net(17,357)(10,387)(4,646)
Transition services income5,814 — — 
Loss on debt refinancing— (1,110)— 
Other income (expense), net641 111 (195)
Net loss from continuing operations before taxes(52,115)(11,472)(30,645)
Income tax benefit5,839 1,903 8,774 
Net loss from continuing operations(46,276)(9,569)(21,871)
Discontinued operations:   
Loss from discontinued operations(51,276)(28,994)(20,662)
Income tax benefit121 5,898 4,342 
Loss from discontinued operations, net of tax(51,155)(23,096)(16,320)
Net loss$(97,431)$(32,665)$(38,191)
Basic net loss per share:   
Loss from continuing operations$(1.57)$(0.33)$(0.75)
Loss from discontinued operations(1.74)(0.79)(0.56)
Total basic net loss per share$(3.31)$(1.12)$(1.31)
Diluted net loss per share:   
Loss from continuing operations$(1.57)$(0.33)$(0.75)
Loss from discontinued operations(1.74)(0.79)(0.56)
Total diluted net loss per share$(3.31)$(1.12)$(1.31)
Shares used in per share computation:
Basic29,466 29,294 29,162 
Diluted29,466 29,294 29,162 
 Year Ended
 May 26, 2019 May 27, 2018 May 28, 2017
Product sales$557,559
 $524,227
 $469,776
Cost of product sales476,556
 445,889
 390,564
Gross profit81,003
 78,338
 79,212
Operating costs and expenses:     
Research and development11,466
 12,800
 9,473
Selling, general and administrative64,062
 51,951
 52,491
Legal settlement charge
 
 2,580
Total operating costs and expenses75,528
 64,751
 64,544
Operating income5,475
 13,587
 14,668
      
Dividend income1,650
 1,650
 1,650
Interest income145
 211
 16
Interest expense, net(5,230) (1,950) (1,826)
Loss on debt refinancing
 
 (1,233)
Other income1,600
 2,900
 900
Net income from continuing operations before taxes3,640
 16,398
 14,175
Income tax (expense) benefit(1,518) 9,363
 (4,040)
Net income from continuing operations2,122
 25,761
 10,135
      
Discontinued operations:     
(Loss) income from discontinued operations(2,238) (1,188) 837
Income tax benefit (expense)527
 350
 (295)
(Loss) income from discontinued operations, net of tax(1,711) (838) 542
Consolidated net income411
 24,923
 10,677
Non-controlling interest expense
 (94) (87)
Net income applicable to common stockholders$411
 $24,829
 $10,590
      
Basic net income per share:     
Income from continuing operations$0.07
 $0.93
 $0.37
(Loss) income from discontinued operations(0.06) (0.03) 0.02
Total basic net income per share$0.01
 $0.90
 $0.39
      
Diluted net income per share:     
Income from continuing operations$0.07
 $0.92
 $0.36
(Loss) income from discontinued operations(0.06) (0.03) 0.02
Total diluted net income per share$0.01
 $0.89
 $0.38
      
Shares used in per share computation:     
Basic28,359
 27,535
 27,276
Diluted28,607
 27,915
 27,652
See accompanying notesto the consolidated financial statements.

42

LANDEC CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In thousands)
 Year Ended
 May 29, 2022May 30, 2021May 31, 2020
Net loss$(97,431)$(32,665)$(38,191)
Other comprehensive (loss) income, net of tax:
Net unrealized gains (losses) on interest rate swaps, (net of tax effect of ($430), $(445), and $878)772 1,450 (2,872)
Other comprehensive (loss) income, net of tax772 1,450 (2,872)
Total comprehensive loss$(96,659)$(31,215)$(41,063)
 Year Ended
 May 26, 2019 May 27, 2018 May 28, 2017
Net income applicable to common stockholders$411
 $24,829
 $10,590
Other comprehensive (loss) income, net of tax:     
Change in net unrealized (losses) gains on interest rate swap (net of tax effect of $282, $(123), and $(254))(1,084) 716
 432
Other comprehensive (loss) income, net of tax(1,084) 716
 432
Total comprehensive (loss) income$(673) $25,545
 $11,022
See accompanying notesto the consolidated financial statements.

43

LANDEC CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS’ EQUITY
(In thousands, except per share amounts)thousands)
 


Common Stock
Additional
Paid-in
Capital
Retained
Earnings (Accumulated Deficit)
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Equity
 SharesAmount
Balance at May 26, 201929,102 $29 $160,341 $109,710 $64 $270,144 
ASC 842 transition adjustment— — — (274)— (274)
Issuance of stock under stock plans, net of shares withheld122 — 30 — — 30 
Taxes paid by Company for employee stock plans— — (212)— — (212)
Stock-based compensation— — 2,419 — — 2,419 
Net loss— — — (38,191)— (38,191)
Other comprehensive loss, net of tax— — — — (2,872)(2,872)
Balance at May 31, 202029,224 29 162,578 71,245 (2,808)231,044 
Issuance of stock under stock plans, net of shares withheld109 — — — — — 
Taxes paid by Company for employee stock plans— — (405)— — (405)
Stock-based compensation— — 3,360 — — 3,360 
Net loss— — — (32,665)— (32,665)
Other comprehensive income, net of tax— — — — 1,450 1,450 
Balance at May 30, 202129,333 29 165,533 38,580 (1,358)202,784 
Issuance of stock under stock plans, net of shares withheld180 — — — 
Taxes paid by Company for employee stock plans— — (789)— — (789)
Stock-based compensation— — 2,608 — — 2,608 
Net loss— — — (97,431)— (97,431)
Other comprehensive income, net of tax— — — — 772 772 
Balance at May 29, 202229,513 $30 $167,352 $(58,851)$(586)$107,945 
 


Common Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 
Total
Stockholders’
Equity
 
Non-
controlling
Interest
 Shares Amount     
Balance at May 29, 201627,148
 $27
 $137,244
 $73,457
 $
 $210,728
 $1,622
Cumulative-effect adjustment - ASU 2016-09 adoption
 
 200
 423
 
 623
 
Issuance of stock under stock plans351
 
 706
 
 
 706
 
Taxes paid by Company for employee stock plans
 
 (434) 
 
 (434) 
Stock-based compensation
 
 3,964
 
 
 3,964
 
Payments to NCI
 
 
 
 
 
 (166)
Net income
 
 
 10,590
 
 10,590
 87
Other comprehensive income, net of tax
 
 
 
 432
 432
 
Balance at May 28, 201727,499
 27
 141,680
 84,470
 432
 226,609
 1,543
Issuance of stock under stock plans203
 1
 55
 
 
 56
 
Taxes paid by Company for employee stock plans
 
 (1,478) 
 
 (1,478) 
Stock-based compensation
 
 4,403
 
 
 4,403
 
Payments to NCI
 
 
 
 

 
 (115)
Net income
 
 
 24,829
 
 24,829
 94
Purchase of NCI
 
 (2,573) 
 

 (2,573) (1,522)
Other comprehensive income, net of tax
 
 
 
 716
 716
 
Balance at May 27, 201827,702
 28
 142,087
 109,299
 1,148
 252,562
 
Issuance of stock under stock plans197
 
 327
 
 
 327
 
Issuance of common stock in connection with Yucatan Foods acquisition1,203
 1
 15,067
 
 
 15,068
 
Taxes paid by Company for employee stock plans
 
 (700) 
 
 (700) 
Stock-based compensation
 
 3,560
 
 
 3,560
 
Net income
 
 
 411
 
 411
 
Other comprehensive loss, net of tax
 
 
 
 (1,084) (1,084) 
Balance at May 26, 201929,102
 $29
 $160,341
 $109,710
 $64
 $270,144
 $
See accompanying notesto the consolidated financial statements.

44

LANDEC CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended
May 29, 2022May 30, 2021May 31, 2020
Cash flows from operating activities:
Net loss$(97,431)$(32,665)$(38,191)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Impairment of goodwill and intangible assets60,792 — 12,953 
Depreciation, amortization of intangibles, debt costs and right-of-use assets17,884 19,867 18,838 
Deferred taxes(6,884)(7,893)(5,440)
Loss on disposal of property and equipment related to restructuring, net5,185 10,143 14,802 
Stock-based compensation expense2,608 3,360 2,419 
Loss on sale of Eat Smart336 — — 
Net loss on disposal of property and equipment held and used152 61 143 
Provision (benefit) for expected credit losses(14)418 (284)
Change in investment in non-public company, fair value— 11,800 4,200 
Loss on debt refinancing— 1,110 — 
Pacific Harvest note receivable reserve— — 1,202 
Change in contingent consideration liability— — (500)
Other, net(426)(74)195 
Changes in current assets and current liabilities:
Accounts receivable, net(6,138)5,775 (6,357)
Inventory(5,960)(3,352)(12,179)
Prepaid expenses and other current assets(602)7,941 (6,815)
Accounts payable9,343 (5,982)(1,249)
Accrued compensation(2,546)3,270 (1,894)
Other accrued liabilities(680)460 1,263 
Deferred revenue(18)778 (147)
Net cash (used in) provided by operating activities(24,399)15,017 (17,041)
Cash flows from investing activities:
Proceeds from the Sale of Eat Smart73,500 — — 
Eat Smart sale net working capital adjustment and cash sale expenses(9,839)— — 
Proceeds from sale of investment in non-public company45,100 — — 
Purchases of property and equipment(28,134)(23,769)(26,686)
Proceeds from sales of property and equipment1,141 12,913 2,434 
Proceeds from collections of notes receivable— — 364 
Net cash provided by (used in) investing activities81,768 (10,856)(23,888)
Cash flows from financing activities:
Proceeds from long-term debt20,000 170,000 27,500 
Payments on long-term debt(86,411)(114,130)(11,125)
Proceeds from lines of credit55,111 100,000 119,300 
Payments on lines of credit(44,111)(148,400)(93,900)
Payments for debt issuance costs(821)(10,484)(1,576)
Taxes paid by Company for employee stock plans(789)(405)(212)
Proceeds from sale of common stock— — 30 
Net cash (used in) provided by financing activities(57,021)(3,419)40,017 
Net increase (decrease) in cash, cash equivalents and restricted cash348 742 (912)
Cash, cash equivalents and restricted cash, beginning of period1,295 553 1,465 
Cash, cash equivalents and restricted cash, end of period$1,643 $1,295 $553 
Supplemental disclosure of cash flow information:
Cash paid during the period for interest$16,888 $13,223 $10,130 
Cash paid during the period for income taxes, net of refunds received$441 $(7,680)$(1,124)
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment on trade vendor credit$2,260 $4,724 $2,820 
 Year Ended

May 26, 2019 May 27, 2018 May 28, 2017
Cash flows from operating activities:
 
 
Consolidated net income$411
 $24,923
 $10,677
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization15,230
 12,412
 10,677
Stock-based compensation expense3,560
 4,403
 3,964
Loss on early debt extinguishment
 
 1,233
Deferred taxes910
 (7,221) 2,506
Change in investment in non-public company, fair value(1,600) (2,900) (900)
Net loss on disposal of property and equipment188
 157
 586
Change in contingent consideration liability(3,500) (1,900) 
Impairment of GreenLine tradename2,000
 
 
Changes in current assets and current liabilities:

 
 
Accounts receivable, net(8,860) (7,312) (336)
Inventories(10,929) (6,529) 855
Prepaid expenses and other current assets1,601
 (3,987) 1,039
Accounts payable19,116
 4,965
 (4,778)
Accrued compensation249
 1,981
 2,751
Other accrued liabilities21
 (1,383) 2,086
Deferred revenue(2,377) 2,170
 (522)
Net cash provided by operating activities16,020
 19,779
 29,838
Cash flows from investing activities:
 
 
Purchases of property and equipment(44,734) (33,590) (23,003)
Acquisitions (Note 2), net of cash acquired(59,872) 
 (2,500)
Issuance of note receivable
 (2,099) 
Proceeds from collections of notes receivable545
 
 
Proceeds from sale of investment in non-public company7,000
 
 
Proceeds from sales of fixed assets264
 100
 81
Net cash used in investing activities(96,797) (35,589) (25,422)
Cash flows from financing activities:

 

 

Proceeds from sale of common stock327
 56
 706
Taxes paid by Company for employee stock plans(700) (1,478) (434)
Net change in other assets/liabilities
 
 (41)
Proceeds from long term debt60,000
 
 50,000
Payments on long-term debt(5,092) (5,076) (57,236)
Proceeds from lines of credit59,000
 33,000
 4,500
Payments on lines of credit(34,000) (9,000) (5,000)
Payments for debt issuance costs(509) 
 (897)
Payments for early debt extinguishment penalties
 
 (233)
Purchase of non-controlling interest
 (4,095) 
Payments to non-controlling interest
 (115) (166)
Net cash provided by financing activities79,026
 13,292
 (8,801)
Net decrease in cash, cash equivalents and restricted cash (1)(1,751) (2,518) (4,385)
Cash, cash equivalents and restricted cash, beginning of period (1)3,216
 5,734
 10,119
Cash, cash equivalents and restricted cash, end of period (1)$1,465
 $3,216
 $5,734
Supplemental disclosure of cash flow information:

 

 

Cash paid during the period for interest$5,614
 $2,292
 $2,332
Cash paid during the period for income taxes, net of refunds received$(1,963) $283
 $2,792
Supplemental disclosure of non-cash investing and financing activities:

 

 

Purchases of property and equipment on trade vendor credit$3,948
 $8,445
 $4,380
(1) As a result of adopting ASU 2016-18, cash and cash equivalents at the beginning-of-period and end-of-period total amounts have been adjusted.
See accompanying notesto the consolidated financial statements.

45

LANDEC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.Organization, Basis of Presentation, and Summary of Significant Accounting Policies
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 differentiated products for food and biomaterials markets, and license technology applications to partners.
The Company sells specialty packaged branded Eat Smart®Landec’s biomedical company, Lifecore Biomedical, Inc. (“Lifecore”), is a fully integrated contract development and private label fresh-cut vegetables and whole produce to retailers, club stores, and food service operators, primarilymanufacturing organization (“CDMO”) that offers highly differentiated capabilities in the United Statesdevelopment, fill and Canada. The Company also sells premier California specialty olive oilsfinish of sterile, injectable-grade pharmaceutical products in syringes and wine vinegars under its O Olive Oil & Vinegar®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. (“OCuration Foods”) brand, 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 majority of Yucatan® and Cabo Fresh® branded guacamole andcompany categorizes revenue in three categories, avocado products, are sold in the U.S. grocery channel, but they are also sold in U.S. mass retail, Canadian grocery retailolive oil and foodservice channels.wine vinegars and technology which reports revenues for BreatheWay patented supply chain solutions.
Eat Smart Sale and Discontinued Operations
On January 11, 2019, Landec's food company marked the completion of its transition from a packaged fresh vegetables company to a branded, natural foods company by changing the name of its food business from Apio, Inc. (“Apio”December 13, 2021 (the “Closing Date”) to, 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”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”). Curation Foods will serve asPursuant to the corporate umbrellaAsset Purchase Agreement, Taylor Farms acquired the Business for a portfoliopurchase price of four natural food brands, including$73.5 million, subject to post-closing adjustments based upon negotiation of the Company’s flagship brandnet 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 three emerging natural food brands, consistinginventory, 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.
Following the Eat Smart Disposition, Curation Foods retains its O olive oil Olive Oil & Vinegar (“O”) and vinegar products,Yucatan Foods businesses and its two new brands Yucatanrights and Cabo Fresh authentic guacamoleinterests in BreatheWay, and avocado products, acquired by the Company throughretains its Lifecore business.
During the acquisitionthird quarter of Yucatan Foods on December 1, 2018. O, Yucatan and Cabo Fresh are referredits fiscal year, the Company used net proceeds from the Eat Smart Disposition to collectively as “Emerging Brands”. See Note 2 - Acquisitions for more details.repay $67.9 million in borrowings under the Company’s existing credit agreements.
The Company has two proprietary polymer technology platforms: 1) Intelimer® polymers,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 2) hyaluronan (“HA”) biopolymers. The Company sells HA-based and non-HA biomaterials through its Lifecore Biomedical, Inc. (“Lifecore”) subsidiary. The Company’s HA biopolymers and non-HA materials are proprietarynotes to the consolidated financial statements reflect the results of the Eat Smart business as a discontinued operation for all periods presented. A loss of $0.3 million from the Eat Smart Disposition is included in that they are specially formulatedLoss from discontinued operations, net of tax, within the Consolidated Statements of Operations during the fiscal year ended May 29, 2022. Refer to Note 12 - Discontinued Operations for specific customers to meet strict regulatory requirements.additional information.
The Company’s technologies, along with its customer relationships and tradenames, are the foundation and key differentiating advantages upon which Landec has built its business.
Basis of Presentationand Consolidation
The consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and include the accounts of Landec Corporation and its subsidiaries, Curation Foods and Lifecore. All material inter-company transactions and balances have been eliminated.
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.
In May 2019, the Company discontinued the Now Planting business, and in May 2018, the Company discontinued the Food Export business segment. As a result, the Now Planting business, which was launched during the second quarter
46

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

An entity is a VIE and subject to consolidation, if by design: a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders or b) as a group the holders of the equity investment at risk lack any one of the following three characteristics: (i) the power, through voting rights or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity. The Company reviewed the consolidation guidance and concluded that the partnership interest and equity investment in the non-public company by the Company areis not VIEs.a VIE.
Reclassifications
Certain reclassifications have been made to prior year financial statements to conform to the current year presentation.
Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates that require management’s most significant and subjective judgments include revenue recognition; loss contingencies; sales returns and allowances; self-insurance liabilities;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(including intangible assets and goodwill), and inventory; the valuation of investments; and the valuation and recognition of stock-based compensation.
These estimates involve the consideration of complex factors and require management to make judgments. The analysis of historical and future trends can require extended periods of time to resolve and are subject to change from period to period. The actual results may differ from management’s estimates.
Concentrations of Risk
Cash and cash equivalents marketable securities,and trade accounts receivable, grower advances and notes receivable are financial instruments that potentially subject the Company to concentrations of credit risk. Our Company policy limits, among other things, the amount of credit exposure to any one issuer and to any one type of investment, other than securities issued or guaranteed by the U.S. government. The Company routinely assesses the financial strength of customers and, growers and, as a consequence, believes that trade receivables grower advances and notes receivable credit risk exposure is limited. Credit losses for bad debt are provided for in the consolidated financial statements through a charge to operations. A valuation allowance is provided for known and anticipated credit losses. The recorded amounts for these financial instruments approximate their fair value.
Several of the raw materials the Company uses to manufacture its products are currently purchased from a single source, including some monomers used to synthesize Intelimer polymers, substrate materials for its breathable membrane products, and raw materials for its HA products.
The operations of Windset Holdings 2010 Ltd. (“Windset”), in which the Company holds a 26.9% minority investment, are predominantly located in British Columbia, Canada and Santa Maria, California. Routinely, the Company evaluates the financial strength and ability for Windset to continue as a going concern.
During the fiscal yearyears ended May 26, 2019,29, 2022, May 30, 2021,and May 31, 2020 the Company had sales to the Company’s top five customers accounted for approximately 43%concentrations of total revenue with the top10% or greater from two customers, from the Curation Foods segment, Costco Corporation (“Costco”) and Wal-mart, Inc. (“Wal-mart”) accounting for approximately 14%16% and 13%, 18% and 13%, and 16% and 11%, respectively. The Company’s same two customers had accounts receivable concentrations of 10% or greater, accounting for 26% and 13% of accounts receivable as of May 29, 2022, and 18% and 16%, respectively, of total revenues. Lifecore did not have any individual customers that exceeded 5% of total revenues. Asas of May 26, 2019, the top two customers, Costco and Wal-mart represented approximately 8% and 13%, respectively, of total accounts receivable. Lifecore's top three customers represented 13%, 8%, and 6%, respectively, of total accounts receivable.
During the fiscal year ended May 27, 2018, sales to the Company’s top five customers accounted for approximately 49% of total revenue with the top two customers from the Curation Foods segment, Costco Corporation (“Costco”) and Wal-mart, Inc. (“Wal-mart”) accounting for approximately 19% and 18%, respectively, of total revenues. Lifecore did not have any individual customers that exceeded 5% of total revenues. As of May 27, 2018, the top two customers, Costco and Wal-mart represented approximately 13% and 18%, respectively, of total accounts receivable. Lifecore had one customer that represented 10% of total accounts receivable at the end of fiscal year 2018.

30, 2021.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of assets is measured by comparison of the carrying amount of the asset to the net undiscounted future cash flow expected to be generated from the asset. If the future undiscounted cash flows are not sufficient to recover the carrying value of the assets, the assets’ carrying value is adjusted to fair value. The Company regularly evaluates its long-lived assets for indicators of possible impairment.

Financial Instruments
The Company’s financial instruments are primarily composed of commercial-term trade payables, grower advances, notes receivable, debt instruments, and derivative instruments. For short-term instruments, the historical carrying amount approximates the fair value of the instrument. The fair value of long-term debt and lines of credit approximates their carrying value.
47

Cash Flow Hedges
The Company has entered into an interest rate swap agreementagreements to manage interest rate risk. ThisThese derivative instrumentinstruments may offset a portion of the changes in interest expense. The Company designates thisthese derivative instrumentinstruments as a cash flow hedge.hedges. The Company accounts for its derivative instrumentinstruments as either an asset or a liability and carries itthem 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 thatand are designated as cash flow hedges, the effective portionentire change in the fair value of the gain or loss on the derivativehedging instrument is reportedrecorded as a component of Accumulated Other Comprehensive Incomeother comprehensive loss (“AOCI”AOCL”) in Stockholders’ Equity andEquity. Those amounts are subsequently reclassified intoto earnings in the same period or periods during whichline item in the Consolidated Statement of Operations as impacted when the hedged transactionitem affects earnings. The ineffective portion of the gain or loss on the derivative instrument, if any, is recognized in earnings in the current period. 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 Operations. 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 consists of two components, net incomeNet loss and Other Comprehensive Incomecomprehensive (loss) income (“OCI”). OCI refers to revenue, expenses, and gains and losses that under GAAP are recorded as a component of stockholders’ equity but are excluded from net income.loss. The Company’s OCI consists of net deferred gains and losses on its interest rate swap derivative instrument accounted for as a cash flow hedge.instruments. The components of AOCI,AOCL, net of tax, are as follows (in thousands):
AOCL
Balance as of May 30, 2021$(1,358)
Amounts reclassified from OCI772
Other comprehensive (loss) income, net772 
Balance as of May 29, 2022$(586)
 
Unrealized Gains on
Cash Flow Hedge
Balance as of May 27, 2018$1,148
Other comprehensive loss before reclassifications, net of tax effect(1,084)
Amounts reclassified from OCI
Other comprehensive income, net(1,084)
Balance as of May 26, 2019$64

The Company does not expect any transactions or other eventsexpects to occur that would result in the reclassification of any significant gainsreclassify approximately $0.6 million into earnings in the next 12 months.
Based on these assumptions, management believes the fair market values of the Company’s financial instruments are not significantly different from their recorded amounts as of May 26, 201929, 2022 and May 27, 2018.

30, 2021.
Accounts Receivable, and Sales Returns and Allowance for Doubtful AccountsCredit Losses

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

The Company uses the loss rate method to estimate its expected credit losses on a periodic basis, the Company evaluates itstrade accounts receivable and establishes an allowance for doubtful accountscontract assets. In order to estimate expected credit losses, the Company assessed recent historical experience, current economic conditions and estimated losses resulting fromany reasonable and supportable forecast to identify risk characteristics that are shared within the inability of its customersfinancial asset. These risk characteristics are then used to make required payments.bifurcate the loss rate method into risk pools. The allowance for doubtful accounts isrisk 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 pool 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.

48

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 overall condition of accounts receivable balances and review of significant past due accounts. The allowance for doubtful accounts isestimates of current economic conditions and forecasts.

Estimating credit losses based on specific identificationrisk 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 past due amountsthe Company’s financial assets, the estimated life of financial assets, and for accounts over 90-days past due. 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 doubtful accountscredit losses are summarized in the following table (in thousands):
 Balance at
beginning of
period
Provision (benefit) for expected credit lossesWrite offs,
net of
recoveries
Balance at
end of period
Year Ended May 31, 2020$644 $(460)$$186 
Year Ended May 30, 2021$186 $187 $(288)$85 
Year Ended May 29, 2022$85 $(14)$(6)$65 
 
Balance at
beginning of
period
 Adjustments resulting from acquisitions 
Adjustments
charged to
revenue and
expenses
 
Write offs,
net of
recoveries
 
Balance at
end of period
Year Ended May 28, 2017$296
 $
 $519
 $(454) $361
Year Ended May 27, 2018$361
 $
 $46
 $(105) $302
Year Ended May 26, 2019$302
 $881
 $421
 $(588) $1,016

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 May 26, 2019,29, 2022, and May 27, 2018,30, 2021, were $5.6$10.2 million and $4.2$10.6 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 May 26, 2019,29, 2022, and May 27, 2018,30, 2021, were $0.2$0.9 million and $2.6$0.9 million, respectively. Revenue recognized during the fiscal year 2019ended May 29, 2022 that was included in the contract liability balance at the beginning of the fiscal 2019 periodyear 2022, was $2.4$0.4 million.
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 has completedsatisfies its performance obligations under a contract and control of the product is transferred to the customer. Substantially all
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.
49

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. Revenue for development service contracts are generally recognized based upon the labor hours expended relative to the total expected hours as a measure of progress to depict transfer of control of the service over time. The services are not distinct and are accounted for as a single performance obligation for each customer.
The Company’s standard terms of sale are included in its contracts, purchase orders, and invoices. As such, all revenue is considered revenue recognized from contracts with customers. Shipping and other transportation costs charged to customers are recorded in both revenue and cost of goods sold. The CompanyCuration Foods has elected to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. The Company’sCuration 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 slotting fees)promotions), which are accounted for as variable consideration to the Company’sCuration Foods’ performance obligations. The CompanyCuration 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.
Occasionally, the Company enters into bill-and-hold arrangements, where it invoices the customer for products even though it retains possession of the products until a point-in-time in the future when the products will be shipped to the customer. In these contracts, the primary performance obligation is satisfied, and revenue is generally recognized, at a point-in-time when the product is segregated from the Company’s general inventory, it's ready for shipment to the customer, and the Company does not have the ability to use the product or re-deploy it to another customer.


The Company disaggregates its revenue by segment product lines 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):
Year Ended
Lifecore:May 29, 2022May 30, 2021May 31, 2020
Contract development and manufacturing organization$86,313 $75,297 $64,781 
Fermentation23,007 22,790 21,052 
Total$109,320 $98,087 $85,833 
 Year Ended
Curation Foods:May 26, 2019 May 27, 2018 May 28, 2017
Salads$190,239
 $188,104
 $152,467
Core vegetables258,812
 266,850
 255,554
Emerging brands32,635
 3,846
 2,363
Total$481,686
 $458,800
 $410,384
Year Ended
Curation Foods:May 29, 2022May 30, 2021May 31, 2020
Avocado products$65,269 $63,575 $62,194 
Olive oil and wine vinegars9,287 7,589 7,783 
Technology1,910 2,295 4,256 
Total$76,466 $73,459 $74,233 

50

 Year Ended
Lifecore:May 26, 2019 May 27, 2018 May 28, 2017
Aseptic$34,384
 $30,021
 $24,090
Fermentation21,434
 21,068
 24,187
Development services20,055
 14,338
 11,115
Total$75,873
 $65,427
 $59,392
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.
Cash and Cash Equivalents
The Company records all highly liquid securities with three months or less from date of purchase to maturity as cash equivalents. Cash equivalents consist mainly of money market funds. The market value of cash equivalents approximates their historical cost given their short-term nature.
Reconciliation of Cash and Cash Equivalents and Cash as presented on the Statements of Cash Flows
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheetsConsolidated Balance Sheets that sum to the total of the same such amounts shown in the consolidated statementsConsolidated Statements of cash flowsCash Flows (in thousands):
 May 29, 2022May 30, 2021May 31, 2020
Cash and cash equivalents$1,643 $1,159 $360 
Restricted cash— — 193 
Cash and cash equivalents, discontinued operations— 136 — 
Cash, cash equivalents and restricted cash$1,643 $1,295 $553 
 May 26, 2019 May 27, 2018 May 28, 2017
Cash and cash equivalents$1,080
 $2,899
 $5,998
Restricted cash385
 325
 325
Cash, discontinued operations
 (8) (589)
Cash and cash equivalents presented on Statements of Cash Flows$1,465
 $3,216
 $5,734
Restricted Cash
The Company was required to maintain $0.4 million as of May 26, 2019 and $0.3 million of restricted cash as of both May 27, 2018, and May 28, 2017 related to certain collateral requirements for obligations under its workers’ compensation programs. The restricted cash is included in Other assets in the Company’s accompanying Consolidated Balance Sheets.


Inventories
Inventories are stated at the lower of cost (using the first-in, first-out method) or net realizable value. As of May 26, 201929, 2022 and May 27, 201830, 2021, inventories consisted of the following (in thousands):
 Year Ended
 May 29, 2022May 30, 2021
Finished goods$33,029 $40,204 
Raw materials24,221 16,644 
Work in progress9,595 6,228 
Total inventories$66,845 $63,076 
 Year Ended
 May 26, 2019 May 27, 2018
Finished goods$26,748
 $12,861
Raw materials23,195
 15,286
Work in progress4,189
 3,672
Total inventories$54,132
 $31,819

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.

Advertising Expense
Advertising expenditures for the Company are expensed as incurred and included in SG&Aselling, general, and administrative in the accompanying Consolidated Statements of Income.Operations. Advertising expense for the Company for fiscal years 2019, 2018,2022, 2021 and 20172020 was $1.3$0.2 million, $1.4$0.1 million and $1.9$0.1 million, respectively.
Notes and Advances Receivable
Curation Foods issues notes and makes advances to produce growers for their crop and harvesting costs primarily for the purpose of sourcing crops for Curation Foods' business. Notes and advances receivable are generally recovered during the growing season (less than one year) using proceeds from the crops sold to Curation Foods. Notes are interest bearing obligations, evidenced by contracts and notes receivable. These notes and advances receivable are secured by perfected liens on crops, have terms that range from three to nine months, and are reviewed at least quarterly for collectability. A reserve is established for any note or advance deemed to not be fully collectible based upon an estimate of the crop value or the fair value of the security for the note or advance. Notes or advances outstanding at May 26, 2019 and May 27, 2018 were $2.0 million and $2.7 million, respectively and are recorded in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets.
Related Party Transactions
The Company sells and licenses its BreatheWay® food packaging technology to Windset Holdings 2010 Ltd. (“Windset”), in which, as further described in Note 2 - Investment in Non-public Company, the Company had a 26.9% ownership interest until it sold products to and earned license fees from Windset during the last three fiscal years.that interest on June 1, 2021. During fiscal years 2019, 2018,2021 and 2017,2020, the Company recognized revenues of $0.5 million and $0.6 million, $0.6 million, and $0.5 million, respectively. These amounts have been included in product sales in the accompanying Consolidated Statements of Income,respectively, from the sale of products to and license fees from Windset. These amounts have been included in Product sales in the accompanying Consolidated Statements of Operations. The related receivable balancesbalance of $0.5 million and $0.3$0.1 million from Windset areis included in accountsAccounts receivable in the accompanying Consolidated Balance Sheets as of May 26, 2019 and May 27, 2018, respectively.30, 2021.
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All related party transactions are monitored quarterly by the Company and approved by the Audit Committee of the Board of Directors.
Property and Equipment and Finite-Lived Intangible Assets
Property and equipment and finite-lived intangible assets are stated at cost. Expenditures for major improvements are capitalized while repairs and maintenance are charged to expense. Depreciation is expensed on a straight-line basis over the estimated useful lives of the respective assets, generally threeassets. Customer relationships are amortized to forty years for buildings and leasehold improvements and three to twenty years for furniture and fixtures, computers, capitalized software, capitalized leases, machinery, equipment and vehicles.operating expense on an accelerated basis that reflects the pattern in which the economic benefits are consumed. Leasehold improvements are amortized on a straight-line basis over the lesser of the economic life of the improvement or the life of the lease.
The Company capitalizes software development costs for internal use. Capitalization of software development costs begins in the application development stage and ends when the asset is placed into service. The Company amortizes such costs on a straight-line basis over estimated useful lives of three to seven years.

Long-Lived Assets
The Company’s Long-Lived Assets consist of property, plant and equipment, and intangible assets. Intangible assets are comprised of customer relationships with an estimated useful life of  eleven to thirteen years and trademarks/trade names and goodwill with indefinite lives. Accounting guidance defines goodwill as “the excess of the cost of an acquired entity over the net of the estimated fair values of the assets acquired and the liabilities assumed at date of acquisition.”
Property, plant and equipment and 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. The Company’s impairment review requires significant management judgment including estimating the future success of product lines, future sales volumes, revenue and expense growth rates, alternative uses for the assets and estimated proceeds from the disposal of the assets. The Company conducts quarterly reviews of idle and underutilized equipment, and reviews business plans for possible impairment indicators. Impairment is indicated when the carrying amount of the asset (or asset group) exceeds its estimated future undiscounted cash flows and the impairment is viewed as other than temporary. When impairment is indicated, an impairment charge is recorded for the difference between the asset’s book value and its estimated fair value. Depending on the asset, estimated fair value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in similar condition. The use of different assumptions would increase or decrease the estimated fair value of assets and would increase or decrease any impairment measurement.
During fiscal year 2020, the Company recorded impairment charges of $1.3 million and $0.5 million related to O property and equipment, and finite-lived intangible assets (customer relationships), respectively. The impairment was determined using the present value of cash flows method and was primarily a result of the recently updated (lowered) financial outlook for the O reporting unit, related to a recent shift in strategic focus within the Curation Foods business segment. The impairment charge of property and equipment is included in Selling, general and administrative in the Consolidated Statements of Operations. The impairment charge of the customer relationships intangible asset impairment charge is included in the line item Impairment of goodwill and intangible assets on the Consolidated Statements of Operations, and is in the Curation Foods business segment.
Impairment Review of Goodwill and Indefinite-Lived Intangible Asset
The Company tests its indefinite-lived intangible assetsgoodwill and trademarks with indefinite lives annually for impairment at least annually, in accordance with accounting guidance. For all indefinite-livedthe fiscal fourth quarter or earlier if there are indications during a different interim period that these assets including goodwill, the Company performs a qualitative analysis in accordance with ASC 350-30-35. Application of the impairment tests for indefinite-lived intangible assets requires significant judgment by management, including identification of reporting units, assignment of assets and liabilities to reporting units, assignment of intangible assets to reporting units, which judgments are inherently uncertain.
During fiscal year 2019, the Company re-packaged its GreenLine branded food service products to the Eat Smart brand, and wrote-off the remaining $2.0 million tradename intangible assets. During fiscal year 2018, there were no impairments of intangible assets.may have become impaired.
On a quarterly basis, the Company considers the need to update its most recent annual tests for possible impairment of its indefinite-lived intangible assets and goodwill, based on management’s assessment of changes in its business and other economic factors since the most recent annual evaluation. Such changes, if significant or material, could indicate a need to update the most recent annual tests for impairment of the indefinite-lived intangible assets during the current period. The results of these tests could lead to write-downs of the carrying values of these assets in the current period.
In the annual impairment test,With respect to goodwill, the Company assesseshas the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In assessing the qualitative factors, management considers the impact of these key factors:such as macro-economic conditions, industry and market environment, cost factors, overall financial performance of the Company, cash flow from operating activities, market capitalization, litigation, and stock price. If management determines as athe result of thea qualitative assessment that it is more likely than not (that is,test indicates a likelihood of more than 50 percent) that the fair valuepotential for impairment of a reporting unit, is less than its carrying amount, then the quantitative test is required. Otherwise, no further testing is required.
If a quantitative test is required, the Company would compareperformed. The quantitative test compares the carrying amount of a reporting unit that includes goodwill to its fair value. The Company determines the fair value using both an income approach andapproach.
To determine the fair value of a market approach. Underreporting unit as part of its quantitative test, the Company uses a discounted cash flow ("DCF") method under the income approach, as it believes that this approach is the most reliable indicator of the fair value is determined based on estimatedof its businesses and the fair value of their future earnings and cash flows. Under this approach, which requires significant judgments, the Company estimates the future cash flows discounted by an estimated weighted-average cost of capital, whicheach reporting unit and discounts these cash flows at a rate of return that reflects the overall level of inherenttheir relative risk of the Company and the rate of return an outside investor wouldcould expect to earn. UnderThe cash flows used in the market-based approach, information regardingDCF method are consistent with those the Company is utilized as well as publicly available industry informationuses in its internal planning, which gives consideration to determine earnings multiples thatactual business trends experienced, and the broader business strategy for the long term. The other key estimates and factors used in the DCF method include, but are usednot limited to, valuefuture volumes, net sales and expense growth rates, and gross margin and gross margin growth rates. Changes in
52

such estimates or the Company.application of alternative assumptions could produce different results. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit.
As of February 24, 2019,For trademarks and other intangible assets with indefinite lives, the Company testedhas the option to first assess qualitative factors such as macro-economic conditions, industry and market environment, cost factors, overall financial performance of the Company, litigation, and changes in the business in its goodwillannual, qualitative analysis to test for impairment. If the results of a qualitative test indicate a potential for impairment of an intangible asset with an indefinite life, a quantitative test is performed. The quantitative test compares the estimated fair value of an asset to its carrying amount. If the carrying amount of such asset exceeds its estimated fair value, an impairment charge is recorded for the difference between the carrying amount and determined that nothe estimated fair value. The Company uses the income approach to estimate the fair value of its trademarks. This approach requires significant judgments in determining the royalty rates and the assets’ estimated cash flows as well as the appropriate discount rates applied to those cash flows to determine fair value. Changes in such estimates or the use of alternative assumptions could produce different results.
During fiscal year 2020, the Company recorded an impairment charge of $1.1 million and $3.5 million related to its O and Yucatan Foods trademarks, respectively. The Company also recorded an impairment charge of $5.2 million and $2.7 million related to its O and Yucatan Foods goodwill, respectively. The O impairment charges were primarily a result of the recently updated (lowered) financial outlook for the O reporting unit, related to a recent shift in strategic focus within the Curation Foods business segment. The Yucatan Foods impairment charges were primarily a result of an increase in the Yucatan Foods carrying value and an increase in the discount rate, as a result of uncertainty in forecasting the effects of COVID-19 and general economic uncertainties. These impairment charges are included in the line item Impairment of goodwill and intangible assets on the Consolidated Statements of Operations, and both are in the Curation Foods business segment.
During fiscal year 2022, the Company recorded impairment charges of $32.1 million and $20.0 million related to its Eat Smart business and Yucatan Foods goodwill, respectively. The Company also recorded an impairment charge of $8.7 million related to its Yucatan Foods trademarks. These impairment charges were primarily a result of an indication of impairment existed asa decrease in the fair market values of that date. A quantitativethe Eat Smart and Yucatan Foods businesses driven by lower market valuations and a decrease in projected cash flows. The goodwill impairment test was performedcharge related to the Eat Smart business goodwill is included in Loss from discontinued operations within the Consolidated Statements of Operations. The Yucatan Foods related impairment charges are included in the line item Impairment of goodwill and intangible assets on the basis that periodicallyConsolidated Statements of Operations and are in the reporting units should be valued in order to support qualitative assessments in subsequent years.Curation Foods business segment.
Subsequent to the 2019 annual impairment test, there have been no significant events or circumstances affecting the valuation of goodwill that indicate a need for goodwill to be further tested for impairment. Other than the goodwill attributable to the Food Export business segment, which was written off pursuant to the Company discontinuing its operations during fiscal 2018,and intangibles write-offs discussed above, there were no other impairment losses for goodwill or intangibles during fiscal years 2019, 2018,2022, 2021 and 2017.2020.


Investment in Non-Public Company

On February 15, 2011, the Company made an investment in Windset which is reported as an investment in non-public company,at fair value in the accompanying Consolidated Balance Sheets as of May 26, 2019 and May 27, 2018.30, 2021. The Company has elected to account for its investment in Windset under the fair value option. See Note 32 – Investment in Non-public Company for further information.
Partial Self-Insurance on Employee Health and Workers Compensation Plans
The Company provides health insurance benefits to eligible employees under self-insured plans whereby On June 1, 2021, the Company pays actual medical claims subjectsold all of its equity interest in Windset to certain stop loss limitsthe Newell Capital Corporation and self-insures its workers compensation claims. TheNewell Brothers Investment 2 Corp.
Business Interruption Insurance Recoveries
In the third quarter of fiscal year 2019, the Company records self-insurance liabilities basedrecalled five SKUs of Eat Smart single-serve Salad Shake-Ups™. In the fourth quarter of fiscal year 2019, the Company submitted a product recall claim. In fiscal year 2020, the Company recognized $3.0 million of business interruption insurance recoveries. Amounts received on actual claims filedinsurance recoveries related to business interruption are recorded when amounts are realized and an estimate of those claims incurred but not reported. Any projection of losses concerning the Company's liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors such as inflation rates, changes in severity, benefit level changes, medical costs, and claims settlement patterns. This self-insurance liability is included in accrued liabilitieswithin Loss from discontinued operations in the accompanying Consolidated Balance SheetsStatement of Operations and represents management's best estimate of the amounts that have not been paid as of May 26, 2019 and May 27, 2018. It is reasonably possible that the expense the Company ultimately incurs could differ and adjustments to future reserves may be necessary.operating cash flows.
Deferred Revenue
Cash received in advance of services performed are recorded as deferred revenue.
Non-Controlling Interest
The Company reports all non-controlling interests as a separate component
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During the fiscal fourth quarter of 2018, the Company purchased the remaining 40% non-controlling interest of its subsidiary, Apio Cooling, LP (“Apio Cooling”), for approximately $4.7 million in cash. The increase in the Company’s ownership interest in Apio Cooling was accounted for as an equity transaction in accordance with ASC Topic 810-10-45-23. The Company recorded a decrease in additional paid-in capital of approximately $2.6 million, which represents the difference between the cash paid and the book value of the Apio Cooling non-controlling interest account, which was approximately $1.5 million, immediately preceding the purchase.
Income Taxes
The Company accounts for income taxes in accordance with accounting guidance which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. The Company maintains valuation allowances when it is likely that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the Company’s income tax provision in the period of change. In determining whether a valuation allowance is warranted, the Company takes into account such factors as prior earnings history, expected future earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of a deferred tax asset, carryback and carryforward periods and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset.
In addition to valuation allowances, the Company establishes accruals for uncertain tax positions. The tax-contingency accruals are adjusted in light of changing facts and circumstances, such as the progress of tax audits, case law and emerging legislation. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. The Company’s effective tax rate includes the impact of tax-contingency accruals as considered appropriate by management.
A number of years may elapse before a particular matter, for which the Company has accrued, is audited and finally resolved. The number of years with open tax audits varies by jurisdiction. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, the Company believes its tax-contingency accruals are adequate to address known tax contingencies. Favorable resolution of such matters could be recognized as a reduction to the Company’s effective tax rate in the year of resolution. Unfavorable settlement of any particular issue could increase the Company's effective tax rate.rate in the year of resolution. Any resolution of a tax issue may require the use of cash in the year of resolution. The Company’s tax-contingency accruals are recorded in otherOther accrued liabilities in the accompanying Consolidated Balance Sheets.

Per Share Information
Accounting guidance requires the presentation of basic and diluted earnings per share. Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities and is computed using the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution as if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted common equivalent shares consist of stock options and restricted stock units, calculated using the treasury stock method.
The following table sets forth the computation of diluted net incomeloss per share:
 Year Ended
(in thousands, except per share amounts)May 29, 2022May 30, 2021May 31, 2020
Numerator:   
Net loss$(97,431)$(32,665)$(38,191)
Denominator:   
Weighted average shares for basic net loss per share29,466 29,294 29,162 
Effect of dilutive securities:   
Stock options and restricted stock units— — — 
Weighted average shares for diluted net loss per share29,466 29,294 29,162 
Diluted net loss per share$(3.31)$(1.12)$(1.31)
 Year Ended
(in thousands, except per share amounts)May 26, 2019 May 27, 2018 May 28, 2017
Numerator:     
Net income applicable to Common Stockholders$411
 $24,829
 $10,590
      
Denominator:     
Weighted average shares for basic net income per share28,359
 27,535
 27,276
Effect of dilutive securities:     
Stock options and restricted stock units248
 380
 376
Weighted average shares for diluted net income per share28,607
 27,915
 27,652
      
Diluted net income per share$0.01
 $0.89
 $0.38

OptionsDue to purchase 1,576,919, 1,495,380,the Company’s net loss in fiscal years 2022, 2021, and 1,428,272 shares of Common Stock at a2020 the net loss per share includes only the weighted average exercise price of $13.74, $13.80,shares outstanding and $13.58 per share were outstanding during fiscal years ended May 26, 2019, May 27, 2018,thus excludes restricted stock unit awards ("RSUs") and May 28, 2017, respectively, but were not included in the computation of diluted net income per share because the options’ exercise price was greater than the average market price of the Common Stock and, therefore, their inclusionstock options, as such impact would be antidilutive. See Note 5 - Stock Based Compensation and Stockholders' Equity for more information on outstanding RSUs and stock options.

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Research and Development Expenses
Costs related to both research and development contracts and Company-funded research is included in research and development expenses. Research and development costs are primarily comprised of salaries and related benefits, supplies, travel expenses, consulting expenses and corporate allocations.
Accounting for Stock-Based Compensation
The Company’s stock-based awards include stock option grants and restricted stock unit awards (“RSUs”).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 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. The use of Black-Scholes requires the Company to make estimates and assumptions, such as expected volatility, expected term, and risk-free interest rate. RSUs are valued at the closing market price of the Company’s common stock on the date of grant. The Company uses the straight-line single option method to calculate and recognize the fair value of stock-based compensation arrangements.
Employee Savings and Investment Plans
The Company sponsors a 401(k) plan (“Landec Plan”), which is available to all full-time Landec employees (“Landec Plan”) and allows participants to contribute from 1% to 50% of their salaries, up to the Internal Revenue Service limitation into designated investment funds. The Company matches 100% on the first 3% and 50% on the next 2% contributed by an employee. Employee and Company contributions are fully vested at the time of the contributions. The Company retains the right, by action of the Board of Directors, to amend, modify, or terminate the plan. For fiscal years 2019, 20182022, 2021 and 2017,2020, the Company contributed $1.8$1.4 million, $1.8$1.1 million and $1.5$1.1 million, respectively, to the Landec Plan.

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.
TheApplicable accounting guidance establishedestablishes 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.
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 May 26, 2019,29, 2022 and May 30, 2021, the Company held certain assets and liabilities that were required to be measured at fair value on a recurring basis, including its interest rate swap, and its minority interest investment in Windset, and its contingent consideration liability from the acquisition of O.Windset.
The fair value of the Company’s interest rate swap contracts is determined based on model inputs that can be observed in a liquid market, including yield curves, and is categorized as a Level 2 fair value measurement and is included in Other assets or Other non-current liabilities in the accompanying Consolidated Balance Sheets.
As of 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 Sheets meeting the criteria of held for sale. As of May 30, 2021, related to Curation Foods’ distribution facility in Rock Hill, South Carolina the Company had $0.5 million in Current assets, discontinued operations within the Consolidated Balance Sheets meeting the criteria of assets 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 the Company’s contingent consideration liability from the acquisition of O utilizes significant unobservable inputs, including projected earnings before interest, taxes, depreciation and amortization (“EBITDA”), and discount rates. As a result, the Company’s contingent consideration liability associated with the O acquisition is considered a Levelthese assets are classified as level 3 measurement liability and is included in Other non-current liabilities in the accompanying Consolidated Balance Sheets.
In determining the fair value hierarchy due to a mix of the Company's contingent consideration liability, the Company utilizes the following significant unobservable inputs utilized such as independent research in the discounted cash flow models:market as well as actual quotes from market participants. See Note 3 - Property and Equipment and Note 13 - Restructuring Costs for additional information.
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 May 26, 2019 May 27, 2018
Cost of debt5.1% to 5.5% 4.7% to 5.2%
Market price of risk adjustment14% 20%
EBITDA volatility28% 25%
 Impact on value of
Contingent consideration liability
as of May 26, 2019
10% increase in EBITDA forecast$100
The Company has elected the fair value option of accounting for its investment in Windset. The calculation of fair value utilizesutilized significant unobservable inputs, including projected cash flows, growth rates, and discount rates. As a result, the Company’s investment in Windset iswas considered to be a Level 3 measurement investment. The changeCompany sold its entire investment in Windset on June 1, 2021 for $45.1 million. No gain or loss was recorded upon the fair valuesale of the Company’s investment in Windset for the twelve months ended May 26, 2019 was due to the Company’s 26.9% minority interest in the change in the fair market value of Windset during the period.

Windset.
In determining the fair value of the Company's investment in Windset, the Company utilizes the following significant unobservable inputs in the discounted cash flow models:
May 30, 2021 Range (Weighted Average)
Revenue growth rates7% (6.9%)
Expense growth rates0% to 8% (5.5%)
Discount rates10%
 May 26, 2019 May 27, 2018
Revenue growth rates6% 6%
Expense growth rates6% 6%
Income tax rates15% 15%
Discount rates12% 12%
The revenue growth, expense growth, and income tax rate assumptions are considered the Company's best estimate of the trends in those items over the discount period. The discount rate assumption takes into account the risk-free rate of return, the market equity risk premium, and the Company’s specific risk premium and then applies an additional discount for lack of liquidity of the underlying securities. The discounted cash flow valuation model used by the Company has the following sensitivity to changes in inputs and assumptions (in thousands):
 
Impact on value of
Windset investment as
of May 26, 2019
10% increase in revenue growth rates$10,600
10% increase in expense growth rates$(9,900)
10% increase in income tax rates$(400)
10% increase in discount rates$(3,500)

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 non-recurring basis (in thousands):
 Fair Value at May 29, 2022Fair Value at May 30, 2021
Assets:Level 1Level 2Level 3Level 1Level 2Level 3
Assets held for sale - nonrecurring$— $— $1,027 $— $— $— 
Current assets, discontinued operations
Assets held for sale - nonrecurring— — — — — 515 
Other assets, discontinued operations
Investment in non-public company— — — — — 45,100 
Total assets$— $— $1,027 $— $— $45,615 
Liabilities:
Interest rate swap contracts$— $— $— $— $1,736 $— 
Total liabilities$— $— $— $— $1,736 $— 
 Fair Value at May 26, 2019 Fair Value at May 27, 2018
Assets:Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Interest rate swap contracts$
 $644
 $
 $
 $1,529
 $
Investment in non-public company
 
 61,100
 
 
 66,500
Total assets$
 $644
 $61,100
 $
 $1,529
 $66,500
Liabilities:           
Interest rate swap contracts$
 $482
 $
 $
 $
 $
Contingent consideration liability
 
 500
 
 
 4,000
Total liabilities$
 $482
 $500
 $
 $
 $4,000

The following table reflects the fair value roll forward reconciliation of Level 3 assets and liabilities measured at fair value for the twelve months ended May 26, 201929, 2022 (in thousands):
Windset Investment
Balance as of May 30, 2021$45,100 
Sale of Investment in non-public company(45,100)
Balance as of May 29, 2022$— 
 Windset Investment Contingent Consideration Liability
Balance as of May 27, 2018$66,500
 $4,000
Fair value change1,600
 (3,500)
Exercise of Senior B put feature (1)(7,000) 
Balance as of May 26, 2019$61,100
 $500

(1) Refer to Note 3 - InvestmentCorrection of Error in Non-public Company for further details.Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited)
Recent Accounting Pronouncements
Income Taxes
In February 2018, the FASB issued ASU 2018-2, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income that permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act enacted in December 2017. The standard is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company adopted ASU 2018-2 on Augustis restating (the “Restatement”) its previously issued (i) unaudited consolidated balance sheets as of February 27, 2018. The adoption2022 and May 30, 2021, (ii) unaudited consolidated statements of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Stock Compensation
In May 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-9, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which provides guidance about which changes to the terms or conditions of a stock-based payment award require an entity to apply modification accounting in Topic 718. This pronouncement is effective for annual reporting periods beginning after December 15, 2017. The Company adopted ASU 2017-9 on May 28, 2018. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Restricted Cash
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires that entities include restricted cash and restricted cash equivalents with cash and cash equivalents in the beginning-of-period and end-of-period total amounts shown on the Statement of Cash Flows. The amendments in ASU 2016-18 are effective for fiscal years beginning after December 15, 2017, including interim reporting periods within those fiscal years. The Company adopted ASU 2016-18 on May 28, 2018. As a result of this retrospective adoption, the beginning-of-period and end-of-period total cash and cash equivalents in the Statement of Cash Flows have been adjusted to include restricted cash for all periods presented.

Intra-Entity Transfers
In November 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 requires companies to accountcomprehensive (loss) income for the income tax effects of intercompany transfers of assets other than inventory (e.g., intangible assets) when the transfer occurs. This pronouncement is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Effective May 28, 2018, the Company adopted the ASU, without any impact to the presentation of its financial statementsthree and disclosures.

Statement of Cash Flows
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). ASU 2016-15 clarifies guidance on the classification of certain cash receipts and payments in thenine months ended February 27, 2022, (iii) unaudited consolidated statement of cash flows to reduce diversity in practice. Among other things, debt prepayment or debt extinguishment costs will be presented as cash outflows for financing activities on the nine months ended February 27, 2022, (iv) unaudited consolidated statement of cash flow. Effective May 28, 2018, the Company adopted the ASU, without any impact to the presentation of its financial statementschanges in stockholders' equity, and disclosures.

Revenue Recognition
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-9, which creates FASB ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”)(v) unaudited Note 4, Note 7, Note 8, and supersedes ASC Topic 605, Revenue Recognition. The guidance replaces industry-specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers.
The Company adopted Topic 606 on May 28, 2018 using the modified retrospective method. The adoption of this Topic 606 did not have a material impact upon the timing and measurement of revenue recognition. Additionally, the Company concluded that its historical methodology for estimation and recognition of variable consideration, i.e., rebates and other cash-based customer incentives remains consistent with the requirements of Topic 606. Revenues from the Company’s Curation Foods segment are mostly generated from the sales of finished goods. Revenues from the Company’s Biomaterials segment are mostly generated from its supply and contract manufacturing arrangements. Such sales predominantly contain a single performance obligation and revenue is recognized at a point-in-time, when control of the product transfers from the Company to the customer.
In the notesNote 9 to the consolidated financial statements, in each case, as previously reported in our Quarterly Report on Form 10-Q for the Company has expanded its revenue recognition disclosures. Additionally, it has implemented changes to accounting policies and procedures, business processes, and controlsperiod ended February 27, 2022 (the “Prior Financial Statements”). We assessed the materiality of this error in order to complyaccordance with the revenue recognition and disclosure requirements of Topic 606.

Disclosure simplification
In August 2018, the U.S. Securities and Exchange Commission (“SEC”) adoptedStaff Accounting Bulletin No. 99, Materiality and have concluded that the final rule under SEC Release No. 33-10532, Disclosure UpdatePrior Financial Statements should be restated.
56

This restatement reflected in the tables below results from corrections by us primarily related to:
(i) the classification of certain expenses and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements relatingrecording of accruals related to the analysisCompany’s recent disposition activities and the Company’s corporate transition of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changesLandec Corporation to Lifecore Biomedical, which were previously classified as restructuring expenses from continuing operations in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period forour Prior Financial Statements, but which a statement of income is required to be filed. This final rule is effective on November 5, 2018. Effective November 26, 2018, the Company adopted SEC Release No. 33-10532. In accordance with the new guidance, the Company has revised in its Form 10-Q the changes required in the Consolidated Statement of Changes in Stockholders' Equity.

Recently Issued Pronouncementsintends to be Adopted
Leases
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires companiescorrect to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use-assets. ASU 2016-02 also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases.  The Company will adopt ASU 2016-02 beginning in the first quarter of fiscal year 2020 on a modified retrospective basis.
Upon adoption of ASU 2016-02, the Company will record a transitional adjustment of approximately $0.3 million to opening retained earnings to write off the difference in deferred rent balances from prior periods for two operating leases with non-level rent. The difference arises from recalculation of deferred rent after applying updated lease termsclassify as a result of applying hindsight.
Upon adoption of the ASU, there will be a significant impact in our consolidated balance sheet as we expect to recognize a right-of-use asset of approximately $30.0 million and lease liability of approximately $31.1 million related to our operating lease arrangements. The Company’s current operating lease portfolio is primarily comprised of real estate, equipment, and vehicles.
The pattern of recognition for operating leases within the consolidated statements of comprehensive income is not anticipated to significantly change. This change will have no impact on the Company’s ability to meet its loan covenants as the impact from the adoption of ASU 2016-02 was taken into consideration when determining its loan covenants.
Cloud Computing Arrangements
In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract ("ASU 2018-15"), which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. The Accounting Standards Update generally aligns the guidance on recognizing implementation costs incurred in a cloud computing arrangement that is a service contract with that for implementation costs incurred to develop or obtain internal-use software, including hosting arrangements that include an internal-use software license. ASU 2018-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application is permitted. The Company is currently assessing the future impact of this update on its consolidated financial statements and related disclosures.

Fair Value Measurement
In August 2018, the FASB issued ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). The guidance eliminates, adds and modifies certain disclosure requirements for fair value measurements. Entities will no longer have to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently assessing the future impact of this update on its consolidated financial statements and related disclosures.
Share-Based Compensation
In June 2018, the FASB issued ASU 2018-7, Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-7"), which simplifies the accounting for share-based payments granted to nonemployees for goods and services. The guidance aligns the accounting for non-employee equity based awards with the accounting for employee equity-based awards, and requires equity-classified share-based payment awards issued to non-employees to be measured based on the grant date price, rather than remeasure the awards through the performance completion date. ASU 2018-7 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of ASU 2018-7 is not expected to have a material impact on the consolidated financial statements and related disclosures.

Hedging
In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12), which amends the presentation and disclosure requirements and changes how companies assess effectiveness. The amendments are intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. ASU 2017-12 is effective for annual periods beginning after December 15, 2018, including interim periods within those periods. Early application is permitted. The Company is currently assessing the future impact of this update on its consolidated financial statements and related disclosures.
Financial Instruments – Credit Losses
In June 2016, the FASB issued ASU 2016-13, Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement of all expected credit losses for financial assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of ASU 2016-13 is not expected to have a material impact on the consolidated financial statements and related disclosures.
2.Acquisitions

Yucatan Foods Acquisition

On December 1, 2018 (the "Acquisition Date"), the Company acquired all of the voting interests and substantially all of the assets of Yucatan Foods, a manufacturer and seller of avocado-based food products. The total consideration paid to acquire Yucatan Foods was $75.0 million, consisting of $59.9 million in cash and 1,203,360 shares of common stock (“Stock Consideration”) with a fair value of $15.1 million. The fair value of the Stock Consideration is based on a per-share value of the Company’s common stock on the Acquisition Date. Given that the holders are restricted from selling the Landec common stock, a discount for lack of marketability was applied to the Stock Consideration. The discount for lack of marketability was based on restricted stock studies, pre-IPO studies, and utilizing the Black-Scholes option pricing model to estimate a discount of 17.5% and 20.0% for the 3-year and 4-year lockup period, respectively.

Pursuant to the terms of the purchase agreement, all 1,203,360 shares issued as Stock Consideration will be held in an escrow account to secure the indemnification rights of Landec with respect to certain matters, including breaches of representations, warranties and covenants such as environmental and tax representations. The Stock Consideration is comprised of two tranches, with 3-year and 4-year lock-up provisions, respectively, such that 50% of the Stock Consideration will be released from lock-up on November 30, 2021, the 3-year anniversary of the Acquisition Date, and 50% of the Stock Consideration is released on November 30, 2022, the 4-year anniversary of the Acquisition Date.

Yucatan Foods, founded in 1991, with its headquarters in Los Angeles, CA, produces and sells guacamole and other avocado products under its Yucatan and Cabo Fresh brands primarily in the U.S. and Canada. Yucatan Foods' production facility is located in Guanajuato, Mexico, very near where avocados are grown. Landec acquired Yucatan Foods to grow, strengthen, and stabilize its position in the natural foods market and to improve Curation Foods' margins over time.

Upon acquisition, Yucatan Foods became a wholly-owned subsidiary of Curation Foods. The Acquisition Date fair value of the consideration paid consisted of the following (in thousands):
  
Cash consideration$59,898
Stock consideration15,068
 $74,966


The excess of the purchase price over the aggregate fair value of identifiable net assets acquired was recorded as goodwill. These preliminary fair values of the assets acquired and the liabilities assumed were determined through established and generally accepted valuation techniques and are subject to change during the measurement period as valuations are finalized. The primary areas of the purchase price that are not yet finalized are related to income taxes and consideration of indemnification provisions for environmental related items. The fair value of assets acquired and liabilities assumed in accounting for the Acquisition is set forth in the table below (in thousands):
  
Cash and cash equivalents$26
Accounts receivable6,310
Inventories11,384
Prepaid expenses and other current assets1,589
Other assets102
Property and equipment14,083
Trademarks/tradenames15,900
Customer relationships11,000
Accounts payable(4,507)
Other accrued liabilities(1,873)
Deferred tax liabilities(1,280)
Net identifiable assets acquired52,734
Goodwill22,232
Total fair value purchase consideration$74,966
During the fourth quarter of fiscal 2019, the Company recorded measurement period adjustments to deferred income taxes of $1.7 million and indemnification provisions for environmental related items of $0.7 million, resulting in an increase to goodwill of $1.0 million.
Intangible Assets
The Company identified two intangible assets in connection with the Yucatan Foods acquisition: trademark/tradenames valued at $15.9 million and customer relationships valued at $11.0 million, which are included within Trademarks/tradenames and Customer relationships in the accompanying Consolidated Balance Sheets, respectively. Tradenames are considered to be an indefinite lived asset and therefore, will not be amortized. Customer relationships have an estimated useful life of 12 years and will be amortized to operating expenses on an accelerated basis that reflects the pattern in which the economic benefits are consumed. The tradenames are valued using the relief from royalty valuation method and the customer relationships are valued using the excess earnings method.
Goodwill
As a result of the Yucatan Foods acquisition, the goodwill balance as of May 26, 2019, increased by $22.2 million over the $54.5 million as of May 27, 2018. The goodwill recognized from the Yucatan Foods acquisition is primarily attributable to Yucatan Foods' long history and expected synergies from future growth and expansion of our Curation Foods business segment. Approximately 80% of the goodwill is expected to be deductible for income tax purposes. The Company will test goodwill for impairment on an annual basis or sooner, if indicators of impairment are present.
Acquisition Related Transaction Costs
As of May 26, 2019, the Company recognized $3.3 million of acquisition-related costs that were expensed as incurred and included in the Selling, general and administrative line item in the Consolidated Statements of Income. These expenses included investment banking fees, legal, accounting and tax service fees and appraisals fees.
O Acquisition
On March 1, 2017, the Company purchased substantially all of the assets of O for $2.5 million in cash plus contingent consideration of up to $7.5 million over the next three years based upon O achieving certain EBITDA targets. All accounting for this acquisition is final.

The potential earn out payment of up to $7.5 million is based on O’s cumulative EBITDA over the Company’s fiscal years 2018 through 2020. At the end of each fiscal year, beginning in fiscal year 2018, the former owners of O will earn the equivalent of the EBITDA achieved by O for that fiscal year up to $4.6 million over the three year period. The former owners can then earn an additional $2.9 million on a dollar for dollar basis for exceeding $6.0 million of cumulative EBITDA over the three year period.  Each quarter the Company performs, with the assistance of a third party appraiser, an analysis of O’s projected EBITDA over the earnout period. Based on this analysis, the Company records a contingent consideration liability, included in Other non-current liabilities.
As of May 26, 2019, May 27, 2018, and May 28, 2017, the contingent consideration liability was $0.5 million, $4.0 million, and $5.9 million, respectively, representing the present value of the expected earn out payments. The reduction in the contingent consideration liability was $3.5 million and $1.9 million for fiscal years 2019 and 2018, respectively, and is recorded as a reduction to SG&A in the accompanying Consolidated Statements of Income. The $3.5 million reduction during fiscal year 2019 was due to a very poor olive harvest in California during 2018 resulting in substantially lower volumes of olive oil available for sale over the next twelve months. This coupled with a slower than anticipated start up of apple cider vinegar sales has reduced the current projected EBITDA through fiscal year 2020.
Intangible Assets
The Company identified two intangible assets in connection with the O acquisition: trade names and trademarks valued at $1.6 million, which are considered to be indefinite life assets and therefore, will not be amortized; and customer base valued at $0.7 million with an eleven year useful life. The trade name/trademark intangible asset was valued using the relief from royalty valuation method and the customer relationship intangible asset was valued using the excess earnings method.
Goodwill
The excess of the consideration transferred over the fair values assigned to the assets acquired and liabilities assumed was $5.2 million on the closing date, which represents the goodwill amount resulting from the acquisition which can be attributable to O’s long history, future prospects and the expected operating synergies with Curation Foods’ salad business and distribution and logistics capabilities. The Company will test goodwill for impairment on an annual basis or sooner, if indicators of impairment exist.
Acquisition-Related Transaction Costs
The Company recognized $0.2 million of acquisition-related expenses that were expensed in the year ended May 28, 2017 and are included in selling, general and administrative expenses, and cost of goods sold within continuing operations;
(ii) the treatment of the fees received and costs incurred by the Company pursuant to the transition services agreement related to the sale of the Curation Foods’ Eat Smart business (the “TSA”), for which the Company had previously recognized the net of the TSA fees received and costs incurred as loss on sale of Eat Smart within discontinued operations, but for which the Company intends to correct to classify the TSA fees received by the Company within transition services income and the TSA costs incurred by the Company as selling, general and administrative expenses within continuing operations; and
(iii) the classification of certain costs and expenses related to the Company’s recent disposition activities and the Company’s corporate transition of Landec Corporation to Lifecore Biomedical, which were previously classified as loss on sale of Eat Smart within discontinued operations, but which the Company intends to correct to classify as selling, general and administrative expenses within continuing operations.
The effects of this error on our previously reported February 27, 2022 and May 30, 2021 consolidated balance sheets as presented in the Consolidated StatementsCompany’s fiscal year 2022 third quarter Form 10-Q are as follows:
 As reportedAs restated
(in thousands)February 27, 2022AdjustmentFebruary 27, 2022
LIABILITIES AND STOCKHOLDERS’ EQUITY
Other accrued liabilities$13,735 $348 $14,083 
Total Current Liabilities90,065 348 90,413 
Total Liabilities181,510 348 181,858 
Retained earnings (accumulated deficit)(22,188)(348)(22,536)
Total Stockholders’ Equity144,072 (348)143,724 
Total Liabilities and Stockholders’ Equity$325,582 $— $325,582 

 As reportedAs restated
(in thousands)May 30, 2021AdjustmentMay 30, 2021
ASSETS
Property and equipment, net$112,770 $7,516 $120,286 
Operating lease right-of-use assets7,480 9,618 17,098 
Other assets, discontinued operations171,274 (17,134)154,140 
Total Assets502,924 — 502,924 
LIABILITIES
Current portion of lease liabilities1,465 135 1,600 
Current liabilities, discontinued operations42,779 (135)42,644 
Total Current Liabilities101,888 — 101,888 
Long-term lease liabilities9,581 10,778 20,359 
Non-current liabilities, discontinued operations14,759 (10,778)3,981 
Total Liabilities$300,140 $— $300,140 

57

The effects of this error on our previously reported fiscal year 2022 interim consolidated statements of comprehensive (loss) income for the three month period ended February 27, 2022 are as follows:

 As reportedAs restated
(in thousands, except per share amounts)February 27, 2022AdjustmentFebruary 27, 2022
Product sales$53,074 $— $53,074 
Cost of product sales39,179 675 39,854 
Gross profit13,895 (675)13,220 
Operating costs and expenses:
Research and development2,056 — 2,056 
Selling, general and administrative9,725 6,625 16,350 
Restructuring cost5,865 (595)5,270 
Total operating costs and expenses17,646 6,030 23,676 
Operating loss(3,751)(6,705)(10,456)
Interest income20 — 20 
Interest expense(4,105)— (4,105)
Transition services income— 5,473 5,473 
Other income (expense), net454 — 454 
Net loss from continuing operations before taxes(7,382)(1,232)(8,614)
Income tax benefit276 37 313 
Net loss from continuing operations(7,106)(1,195)(8,301)
Loss from discontinued operations, net of tax(5,744)959 (4,785)
Net loss$(12,850)$(236)$(13,086)
Basic and diluted net loss per share:
Loss from continuing operations$(0.24)$(0.04)$(0.28)
Loss from discontinued operations(0.19)0.03 (0.16)
Total basic and diluted net loss per share$(0.43)$(0.01)$(0.44)
Other comprehensive income (loss), net of tax:
Net unrealized gain (losses) on interest rate swaps (net of tax effect)$104 $— $104 
Other comprehensive income (loss), net of tax104 — 104 
Total comprehensive loss$(12,746)$(236)$(12,982)

58

The effects of this error on our previously reported fiscal year 2022 interim consolidated statements of comprehensive (loss) income for the nine-month period ended February 27, 2022 are as follows:

 As reportedAs restated
(in thousands, except per share amounts)February 27, 2022AdjustmentFebruary 27, 2022
Product sales$138,158 $— $138,158 
Cost of product sales99,113 787 99,900 
Gross profit39,045 (787)38,258 
Operating costs and expenses:
Research and development5,785 — 5,785 
Selling, general and administrative27,207 6,906 34,113 
Restructuring costs8,406 (876)7,530 
Total operating costs and expenses41,398 6,030 47,428 
Operating loss(2,353)(6,817)(9,170)
Interest income66 — 66 
Interest expense(13,877)— (13,877)
Transition services income— 5,473 5,473 
Other income (expense), net642 — 642 
Net loss from continuing operations before taxes(15,522)(1,344)(16,866)
Income tax benefit5,012 14 5,026 
Net loss from continuing operations(10,510)(1,330)(11,840)
Loss from discontinued operations, net of tax(50,258)982 (49,276)
Net loss$(60,768)$(348)$(61,116)
Basic and diluted net loss per share:
Loss from continuing operations$(0.36)$(0.05)$(0.41)
Loss from discontinued operations(1.71)0.03 (1.68)
Total basic and diluted net loss per share$(2.07)$(0.02)$(2.09)
Other comprehensive income (loss), net of tax:
Net unrealized gain (losses) on interest rate swaps (net of tax effect)$646 $— $646 
Other comprehensive income (loss), net of tax646 — 646 
Total comprehensive loss$(60,122)$(348)$(60,470)

59

The effects of this error on our previously reported fiscal year 2022 consolidated statements of changes in stockholders' equity for the nine-month period ended February 27, 2022 are as follows:

As reportedAs reportedAdjustmentAs restatedAs restated
 
Retained
Earnings (Accumulated Deficit)
Total
Stockholders’
Equity
Retained
Earnings (Accumulated Deficit)
Total
Stockholders’
Equity
(In thousands)
Balance at May 30, 2021$38,580 $202,784 $— $38,580 $202,784 
Net loss(9,477)(9,477)(32)(9,509)(9,509)
Balance at August 29, 202129,103 193,865 (32)29,071 193,833 
Net loss(38,441)(38,441)(80)(38,521)(38,521)
Balance at November 28, 2021(9,338)156,202 (112)(9,450)156,090 
Net loss(12,850)(12,850)(236)(13,086)(13,086)
Balance at February 27, 2022$(22,188)$144,072 $(348)$(22,536)$143,724 

60

The effects of this error on our previously reported fiscal year 2022 consolidated statements of cash flows for the nine-month period ended February 27, 2022 are as follows:

 As reportedAs restated
(in thousands)February 27, 2022AdjustmentFebruary 27, 2022
Cash flows from operating activities:
Net loss$(60,768)$(348)$(61,116)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Impairment of goodwill32,057 — 32,057 
Depreciation, amortization of intangibles, debt costs and right-of-use assets14,488 — 14,488 
Loss on disposal of property and equipment related to restructuring, net5,185 — 5,185 
Deferred taxes(5,471)— (5,471)
Loss on sale of Eat Smart4,354 (4,119)235 
Stock-based compensation expense1,928 — 1,928 
Net loss on disposal of property and equipment held and used25 — 25 
Provision (benefit) for expected credit losses(14)— (14)
Other, net(551)— (551)
Changes in current assets and current liabilities:
Accounts receivable, net(7,525)— (7,525)
Inventories(11,910)— (11,910)
Prepaid expenses and other current assets(1,448)— (1,448)
Accounts payable13,055 452 13,507 
Accrued compensation(3,849)1,822 (2,027)
Other accrued liabilities(4,195)4,125 (70)
Deferred revenue204 458 662 
Net cash (used in) provided by operating activities(24,435)2,390 (22,045)
Cash flows from investing activities:
Proceeds from sale of Eat Smart73,500 — 73,500 
Sale of Investment in non-public company45,100 — 45,100 
Purchases of property and equipment(18,539)— (18,539)
Proceeds from sales of property and equipment1,096 — 1,096 
Eat Smart sale net working capital adjustment and cash sale expenses— (2,390)(2,390)
Net cash provided by investing activities101,157 (2,390)98,767 
Net cash used in financing activities(76,163)— (76,163)
Net increase in cash, cash equivalents and restricted cash559 — 559 
Cash, cash equivalents and restricted cash, beginning of period1,295 — 1,295 
Cash, cash equivalents and restricted cash, end of period$1,854 $— $1,854 

61

The effects of this error on our previously reported fiscal year 2022 diluted earnings per share for the three and nine month periods ended February 27, 2022 as presented in the Company’s fiscal year 2022 third quarter Form 10-Q Note 4 - Diluted Earnings per share are as follows:

Three Months EndedNine Months Ended
 As reportedAs restatedAs reportedAs restated
(in thousands, except per share amounts)February 27, 2022AdjustmentFebruary 27, 2022February 27, 2022AdjustmentFebruary 27, 2022
Numerator:
Net loss$(12,850)$(236)$(13,086)$(60,768)$(348)$(61,116)
Denominator:
Weighted average shares for diluted net loss per share29,482 29,482 29,482 29,459 29,459 29,459 
Diluted net loss per share$(0.43)$(0.01)$(0.44)$(2.07)$(0.02)$(2.09)

62

The effects of this error on our previously reported fiscal year 2022 operations by business segment for the three and nine month periods ended February 27, 2022 as presented in the Company’s fiscal year 2022 third quarter Form 10-Q Note 7 - Business Segment Reporting are as follows:
(In Thousands)LifecoreCuration FoodsOtherTotal
Three Months Ended February 27, 2022
Gross profit, As reported$12,905 $990 $— $13,895 
Adjustment— (675)— (675)
Gross profit, As restated12,905 315 — 13,220 
Net income (loss) from continuing operations, As reported5,054 (5,848)(6,312)(7,106)
Adjustment— (1,195)— (1,195)
Net income (loss) from continuing operations, As restated5,054 (7,043)(6,312)(8,301)
Loss from discontinued operations, As reported— (2,703)(3,041)(5,744)
Adjustment— 959 — 959 
Loss from discontinued operations, As restated— (1,744)(3,041)(4,785)
Nine Months Ended February 27, 2022
Gross profit, As reported$30,384 $8,661 $— $39,045 
Adjustment— (787)— (787)
Gross profit, As restated30,384 7,874 — 38,258 
Net income (loss) from continuing operations, As reported11,317 5,513 (27,340)(10,510)
Adjustment— (1,330)— (1,330)
Net income (loss) from continuing operations, As restated11,317 4,183 (27,340)(11,840)
Loss from discontinued operations, As reported— (47,217)(3,041)(50,258)
Adjustment— 982 — 982 
Loss from discontinued operations, As restated— (46,235)(3,041)(49,276)

The effects of this error on our previously reported fiscal year 2022 restructuring costs for the three and nine month periods ended February 27, 2022 as presented in the Company’s fiscal year 2022 third quarter Form 10-Q Note 8 - Restructuring Costs are as follows:

(In thousands)
Three Months Ended February 27, 2022LifecoreCuration FoodsOtherTotal
Total restructuring costs, As reported$271 $5,344 $250 $5,865 
Adjustment(271)(124)(200)(595)
Total restructuring costs, As restated$— $5,220 $50 $5,270 

63

(In thousands)
Nine Months Ended February 27, 2022LifecoreCuration FoodsOtherTotal
Total restructuring costs, As reported$271 $5,810 $2,325 $8,406 
Adjustment(271)(124)(481)(876)
Total restructuring costs, As restated$— $5,686 $1,844 $7,530 

The effects of this error on our previously reported May 28, 2017. These expenses30, 2021 carrying amounts of the major classes of assets and liabilities of the Eat Smart business included legal, accountingin assets and tax service fees and appraisals fees.liabilities of discontinued operations as presented in the Company’s fiscal year 2022 third quarter Form 10-Q Note 9 - Discontinued Operations are as follows:

 As reportedAs restated
(in thousands)May 30, 2021AdjustmentMay 30, 2021
ASSETS
Property and equipment, net$66,789 $(7,516)$59,273 
Operating lease right-of-use assets13,347 (9,618)3,729 
Other assets, discontinued operations171,274 (17,134)154,140 
LIABILITIES
Current portion of lease liabilities2,424 (135)2,289 
Current liabilities, discontinued operations42,779 (135)42,644 
Long-term lease liabilities14,030 (10,778)3,252 
Non-current liabilities, discontinued operations14,759 (10,778)3,981 

The effects of this error on our previously reported fiscal year 2022 components of loss from discontinued operations for the three month period ended February 27, 2022 as presented in the Company’s fiscal year 2022 third quarter Form 10-Q Note 9 - Discontinued Operations are as follows:

 As reportedAs restated
(in thousands)February 27, 2022AdjustmentFebruary 27, 2022
Operating costs and expenses:
Loss on sale of Eat Smart$4,354 $(4,119)$235 
Restructuring cost86 3,123 3,209 
Total operating costs and expenses5,601 (996)4,605 
Operating loss(5,762)996 (4,766)
Income tax benefit222 (37)185 
Loss from discontinued operations, net of tax$(5,744)$959 $(4,785)

The effects of this error on our previously reported fiscal year 2022 components of loss from discontinued operations for the nine-month period ended February 27, 2022 as presented in the Company’s fiscal year 2022 third quarter Form 10-Q Note 9 - Discontinued Operations are as follows:

64

3.
Investmentin Non-public Company
 As reportedAs restated
(in thousands)February 27, 2022AdjustmentFebruary 27, 2022
Operating costs and expenses:
Loss on sale of Eat Smart$4,354 $(4,119)$235 
Restructuring cost1,519 3,123 4,642 
Total operating costs and expenses53,198 (996)52,202 
Operating loss(47,998)996 (47,002)
Income tax benefit422 (14)408 
Loss from discontinued operations, net of tax$(50,258)$982 $(49,276)

2.    Investmentin Non-public Company
Windset
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 representrepresented a 26.9% ownership interest in Windset. The Senior A preferred shares yieldyielded a cash dividend of 7.5% annually. The dividend iswas payable within 90 days of each anniversary of the execution of the Windset Purchase Agreement. The non-voting junior preferred stock doesdid not yield a dividend unless declared by the Board of Directors of Windset and no such dividend has been declared.
The Shareholders’ Agreement between Curation Foods and Windset, as amended on March 15, 2017, includesincluded a put and call option (the “Put and Call Option”), which can be exercisedwas exercisable on or after March 31, 2022, whereby Curation Foods cancould exercise the put to sell its common, Senior A preferred shares, and junior preferred shares to Windset, or Windset cancould exercise the call to purchase those shares from Curation Foods, in either case, at a price equal to 26.9% of the fair market value of Windset’s common shares, plus the liquidation value of the preferred shares of $20.1 million ($15.0 million for the Senior A preferred shares and $5.1 million for the junior preferred shares). Under the terms of the arrangement with Windset, the Company iswas entitled to designate one of five members on the Board of Directors of Windset.

On October 29, 2014, Curation Foods further increased its investment in Windset by purchasing 70,000 shares of Senior B preferred shares for $7.0 million. The Senior B preferred shares paypaid an annual dividend of 7.5% on the amount outstanding at each anniversary date of the Windset Purchase Agreement. The Senior B preferred shares purchased by Curation Foods havehad a put feature whereby Curation Foods cancould sell back to Windset the Senior B preferred shares for $7.0 million at any time after October 29, 2017.
During the fourth quarter of fiscal year 2019, the Company exercised its put feature and sold the 70,000 shares of Senior B preferred shares back to Windset for $7.0 million.
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 arewere not available to the common stock holders. As the put and call options requirerequired all of the various shares to be put or called in equal proportions, the Company has deemed that the investment, in substance, should be treated as a single security for purposes of accounting.
The fair value of the Company’s investment in Windset was determined utilizing the Windset Purchase Agreement’s put/call calculation for value and a discounted cash flow model based on projections developed by Windset that were reviewed by Landec, and considers the put and call conversion options. These features impact the duration of the cash flows utilized to derive the estimated fair values of the investment. These two discounted cash flow models' estimate for fair value are then weighted. Assumptions included in these discounted cash flow models will beare evaluated quarterly based on Windset’s actual and projected operating results to determine the change in fair value.
The Company recorded $1.7 million in dividend income for each
65

During the fiscal years ended May 26, 2019, May 27, 201830, 2021 and May 28, 2017, respectively. The decrease31, 2020, the Company recorded $1.1 million in the fair market value of the Company’s investment in Windset for the fiscal year ended May 26, 2019 was $5.4 million, which included a decrease of $7.0 million related to the Company's selling back to Windset its Senior B preferred sharesdividend income, respectively, which is included as cash flowin loss from investing activitiesdiscontinued operations in the accompanying Consolidated Statements of Cash Flows, and an increase in fair market value of $1.6 million which is included in other income in the accompanying Consolidated Statements of Income.Operations. The increasedecrease in the fair market value of the Company’s investment in Windset for the fiscal years ended May 27, 201830, 2021 and May 28, 201731, 2020 was $2.9$11.8 million and $0.9$4.2 million, respectively, and is included in other incomeloss from discontinued operations in the accompanying Consolidated Statements of Income.Operations.

4.Property and Equipment
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.

3.    Property and Equipment
Property and equipment consists of the following (in thousands): 
 Years of
Useful Life
Year Ended
 May 29, 2022May 30, 2021
Land$3,710 $3,670 
Buildings15-4060,271 47,880 
Leasehold improvements3-156,793 6,465 
Computers, capitalized software, machinery, equipment and autos3-2588,936 71,832 
Furniture and fixtures3-72,290 2,513 
Construction in process   22,935 31,383 
Gross property and equipment  184,935 163,743 
Less accumulated depreciation and amortization   (54,500)(43,457)
Property and equipment, net   $130,435 $120,286 
 
Years of
Useful Life
 Year Ended
  May 26, 2019 May 27, 2018
Land and buildings15-40 $108,428
 $90,712
Leasehold improvements3-20 6,974
 2,607
Computers, capitalized software, machinery, equipment and autos3-20 127,370
 120,418
Furniture and fixtures3-7 2,828
 1,673
Construction in process    34,206
 13,100
Gross property and equipment    279,806
 228,510
Less accumulated depreciation and amortization    (79,779) (68,886)
Net property and equipment    $200,027
 $159,624

Depreciation and amortization expense for property and equipment for the fiscal years ended May 26, 2019,29, 2022, May 27, 201830, 2021 and May 28, 201731, 2020 was $13.1$9.3 million, $11.0$7.2 million and $9.6$6.9 million, respectively. Amortization related to capitalizedfinance leases, which is included in depreciation expense, was $0.1 million for each of the fiscal years ended May 26, 2019,29, 2022, May 27, 201830, 2021, and May 28, 2017, respectively.31, 2020.
During fiscal years 2019, 2018,2022, 2021 and 2017,2020, the Company capitalized $1.0$0.3 million, $0.9$0.4 million, and $2.2$0.8 million in software development costs, respectively. Amortization related to capitalized software was $0.9$0.5 million, $0.6$0.4 million, and $0.3 million for fiscal years ended May 29, 2022, May 30, 2021 and May 31, 2020, respectively. The unamortized computer software costs as of May 29, 2022 and May 30, 2021 were $1.9 million and $1.9 million, respectively. Capitalized interest was $0.4 million, $0.3 million, and $0.4 million for fiscal years ended May 26, 2019,29, 2022, May 27, 201830, 2021 and May 28, 2017,31, 2020, respectively. The unamortized computer software costs asAs disclosed in Note 1, an impairment of May 26, 2019property and May 27, 2018equipment related to the O reporting unit of $1.3 million was $2.8 millionrecorded in Selling, general and $2.5 million, respectively. Capitalized interest was $0.7 million, $0.6 million, and $0.5 millionadministrative in the accompanying Consolidated Statements of Operations for fiscal yearsthe year ended May 26, 2019,31, 2020. As disclosed in Note 13, an impairment of property and equipment related to the Curation Foods Santa Maria Office leasehold improvements of $3.7 million was recorded in Restructuring costs in the accompanying Consolidated Statements of Operations for the year ended May 27, 2018 and May 28, 2017, respectively.

29, 2022.
Assets Held for Sale after the Balance Sheet Date
In June 2019, the Company designated the Santa Maria office as the Curation Foods headquarters, and decided to close and put up for sale the Curation Foods office in San Rafael, CA. TheCalifornia. During the fiscal year ended May 31, 2020, the Company closed escrow on the San Rafael property and recognized a $0.4 million impairment loss, which is included in landrestructuring costs
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within the Consolidated Statements of Operations. The Company received net cash proceeds of $2.4 million in connection with the sale.
In January 2020, the Company decided to seek to divest its Curation Foods salad dressing plant in Ontario, California. During the fiscal year ended May 31, 2020, the Company recognized a $10.9 million impairment loss, which is included in Loss from discontinued operations within the Consolidated Statements of Operations. In fiscal year 2021, the Company sold its interest in Ontario. The Company received net cash proceeds of $4.9 million in connection with the sale and buildings, has been designated as heldrecorded a gain of $2.8 million during the fiscal year ended May 30, 2021, which is included in Loss from discontinued operations within the Consolidated Statements of Operations.
In June 2020 the Board of Directors approved a plan to close Curation Foods’ underutilized manufacturing operations in Hanover, Pennsylvania (“Hanover”), sell the building and assets related thereto, and consolidate its operations into its manufacturing facilities in Guadalupe, California and Bowling Green, Ohio. In the first quarter of fiscal year 2021, the Company recognized an $8.8 million impairment loss, which is included in Loss from discontinued operations within the Consolidated Statements of Operations. During the second quarter of fiscal year 2021, the Company sold the Hanover building and assets related thereto for use withinnet proceeds of $8.0 million, no gain or loss was recorded upon sale.
In May 2021 the Board of Directors approved a plan to sell Curation Foods’ Rock Hill, South Carolina distribution facility. The $0.5 million carrying value of this asset is included in Current assets, discontinued operations on the Consolidated Balance Sheets as of May 26, 2019,30, 2021, and was classified as an asset held for sale. There was no finalized plan for disposition existed atimpairment recorded in fiscal year end.2021. The disposal is expectedasset was sold in fiscal year 2022 for gross proceeds of $1.1 million.
In May 2022 the Board of Directors approved a plan to occur bysell the endassets 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 calendarConsolidated 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 in fiscal year 2023 for gross proceeds of $3.2 million.
4.    Goodwill and is not expected to have a material impact to the Company's financial statements.Intangible Assets
5.Goodwill and Intangible Assets
Goodwill
The following table presents the changes in goodwill during fiscal 20192022 and fiscal 20182021 (in thousands):
 20222021
Balance at beginning of year$33,916 $33,916 
Impairment(20,035)— 
Balance at end of year$13,881 $33,916 
 2019 2018
Balance at beginning of year$54,510
 $54,510
Acquisition of Yucatan (Note 2)22,232
 
Balance at end of year$76,742
 $54,510

We have determined that the Eat Smart, Yucatan Foods, O, and Lifecore are the appropriate reporting units for testing goodwill for impairment. As disclosed in Note 1, an impairment charge of $5.2 million and $2.7 million in O and Yucatan Foods reporting units, respectively, was recorded during the year ended May 31, 2020. As disclosed in Note 1, an impairment charge of $32.1 million and $20.0 million in the Eat Smart and Yucatan Foods reporting units, respectively, was recorded during the year ended May 29, 2022. As of May 26, 2019, the Curation Foods reporting unit had $62.8 million of goodwill and29, 2022, the Lifecore reporting unit had $13.9 million of goodwill.
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Intangible Assets
As of May 26, 201929, 2022 and May 27, 2018,30, 2021, the Company's intangible assets consisted of the following (in thousands):
May 29, 2022May 30, 2021
 Amortization Period
(years)
Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Customer relationships
Lifecore12$3,700 $3,700 $3,700 $3,418 
Yucatan Foods (Curation Foods)1211,000 3,850 11,000 2,750 
Total customer relationships$14,700 $7,550 $14,700 $6,168 
Trademarks/tradenames
Lifecore$4,200 $— $4,200 $— 
O (Curation Foods)500 — 500 — 
Yucatan Foods (Curation Foods)3,700 — 12,400 — 
Total trademarks/tradenames$8,400 $— $17,100 $— 
Total intangible assets$23,100 7,550 $31,800 $6,168 
   May 26, 2019 May 27, 2018
 
Amortization Period
(years)
 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization
Customer relationships         
Eat Smart (Curation Foods)13 $7,500
 $4,087
 $7,500
 $3,510
O (Curation Foods)
11 700
 143
 700
 83
Yucatan Foods (Curation Foods)12 11,000
 550
 
 
Lifecore12 3,700
 2,801
 3,700
 2,493
Total customer relationships  $22,900
 $7,581
 $11,900
 $6,086
          
Trademarks and tradenames         
Eat Smart (Curation Foods)  $9,100
 $872
 $11,100
 $872
O (Curation Foods)
  1,600
 
 1,600
 
Yucatan Foods (Curation Foods)  15,900
 
 
 
Lifecore  4,200
 
 4,200
 
Total trademarks and tradenames  $30,800
 $872
 $16,900
 $872
          
Total intangible assets  $53,700
 8,453
 $28,800
 $6,958

Amortization expense related to finite-lived intangible assets was $1.5$1.4 million, $1.0$1.4 million, and $0.9$1.5 million in fiscal 2019, 2018,2022, 2021 and 2017,2020, respectively.

The amortization expense for the next five fiscal years is estimated to be $1.9 million per year.each year presented are as follows (in thousands):

6.Fiscal year 2023Stock-based Compensation and Stockholders’ Equity$1,100 
Fiscal year 20241,100 
Fiscal year 20251,100 
Fiscal year 20261,100 
Fiscal year 20271,100 
Total$5,500 
As discussed in Note 1, the Company recognized an impairment of the customer relationships in the Curation Foods business segment (in the O reporting unit) of $0.5 million during the year ended May 31, 2020. In addition, the Company recognized an impairment of the trademarks in the Curation Foods business segment for O and Yucatan Foods of $1.1 million and $3.5 million, respectively during the year ended May 31, 2020. As discussed in Note 1, the Company recognized an impairment of the trademarks in the Curation Foods business segment for Yucatan Foods of $8.7 million during the year ended May 29, 2022.

5.    Stock-based Compensation and Stockholders’ Equity
Common Stock and Stock Option Plans
On October 10, 2013,16, 2019, following stockholder approval at the Annual Meeting of Stockholders of the Company, the 20132019 Stock Incentive Plan (the “Plan”) became effective and replaced the Company’s 20092013 Stock Incentive Plan.Plan (the “2013 Plan”). Employees (including officers), consultants and directors of the Company and its subsidiaries and affiliates are eligible to participate in the Plan.
On October 19, 2017, 1.0 million shares were added to the Plan following stockholder approval at the 2017 Annual Meeting
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The Plan provides for the grant of stock options (both nonstatutory and incentive stock options), stock grants, stock units and stock appreciation rights. Awards under the Plan will be evidenced by an agreement with the Plan participants and 2.0 million shares of the Company’s Common Stock (“Shares”) were initially available for award under the Plan. Under the Plan, no recipient may receive awards during any fiscal year that exceeds the following amounts: (i) stock options covering in excess of 500,000 Shares;Shares in the aggregate; (ii) stock grants and stock units covering in excess of 250,000 Shares in the aggregate; or (iii) stock appreciation rights covering more than 500,000 Shares.Shares in the aggregate. In addition, awards to non-employee directors are discretionary. However, a non-employee director may not be granted awards in excess of 30,000 Shares in thean aggregate fair market value of $120,000 during any fiscal year. The exercise price of the options is the fair market value of the Company’s Common Stock on the date the options are granted. As of May 26, 2019, 2,256,68929, 2022, 1,700,911 options to purchase shares and restricted stock units (“RSUs”) were outstanding.
On October 15, 2009,10, 2013, following stockholder approval at the Annual Meeting of Stockholders of the Company, the 2009 Stock Incentive2013 Plan (the “2009 Plan”) became effective and replaced the Company’s 20052009 Stock Incentive Plan. Employees (including officers), consultants and directors of the Company and its subsidiaries and affiliates were eligible to participate in the 20092013 Plan. The 20092013 Plan provided for the grant of stock options (both nonstatutory and incentive stock options), stock grants, stock units and stock appreciation rights. Under the 20092013 Plan, 1.92.0 million shares were initially available for awards and as of May 26, 2019, 171,83329, 2022, 541,374 options to purchase shares and RSUs were outstanding.
At May 26, 2019,29, 2022, the Company had 2.53.7 million common shares reserved for future issuance under Landec stock incentive plans.
Convertible Preferred Stock
The Company has authorized 2.0 million shares of preferred stock, and as of May 26, 201929, 2022 has no outstanding preferred stock.
Grant Date Fair Value
The Company uses the Black-Scholes option pricing model to calculate the grant date fair value of stock option awards. The use of an option pricing model requires the Company to make estimates and assumptions, including the expected stock price volatility, expected life of option awards, risk-free interest rate, and expected dividend yield which have a significant impact on the fair value estimates. As of May 26, 2019,29, 2022, May 27, 201830, 2021 and May 28, 2017,31, 2020, the fair value of stock option grants was estimated using the following weighted average assumptions:
 Year Ended
 May 29, 2022May 30, 2021May 31, 2020
Weighted-average grant date fair value$2.62$2.37$2.55
Assumptions:
Expected life (in years)2.803.363.50
Risk-free interest rate0.45 %0.23 %1.01 %
Volatility33 %33 %31 %
Dividend yield— %— %— %

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 Year Ended
 May 26, 2019 May 27, 2018 May 28, 2017
Options granted368,264
 498,000
 240,000
Weighted-average exercise price$11.85 $12.93 $11.58
Weighted-average grant date fair value$2.80 $2.90 $2.37
Assumptions:     
Expected life (in years)3.50
 3.50
 3.50
Risk-free interest rate2.47% 1.73% 1.08%
Volatility27% 27% 26%
Dividend yield% % %

Stock-Based Compensation Activity
A summary of the activity under the Company'sCompany’s stock option plans as of May 26, 201929, 2022 and changes during the fiscal year then ended is presented below:
 Options OutstandingWeighted-Average Exercise Price Per ShareTotal Intrinsic Value of Options ExercisedWeighted-Average Remaining Contractual Term in YearsAggregate Intrinsic Value
Options outstanding at May 26, 20192,000,096 $12.94 
Options granted435,000 $10.42 
Options exercised(163,333)$11.16 $169,066 
Options forfeited(55,806)$13.08 
Options expired(499,599)$14.04 
Options outstanding at May 31, 20201,716,358 $12.15 
Options granted682,600 $9.66 
Options exercised— $— $— 
Options forfeited(127,714)$9.93 
Options expired(437,227)$13.42 
Options outstanding at May 30, 20211,834,017 $11.07 
Options granted803,000 $11.79 
Options exercised(161,415)$9.69 $304,211 
Options forfeited(205,746)$10.96 
Options expired(322,170)$13.31 
Options outstanding at May 29, 20221,947,686 $11.13 4.72$310,682 
Options exercisable at May 29, 2022986,594 $10.96 3.73$195,247 

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 Options Outstanding Weighted-Average Exercise Price Per Share Total Intrinsic Value of Options Exercised Weighted-Average Remaining Contractual Term in Years Aggregate Intrinsic Value
Options outstanding at May 29, 20161,731,474
 $11.90
      
Options granted240,000
 $11.58
      
Options exercised(357,639) $5.93
 $2,780,597
    
Options forfeited(42,293) $12.16
      
Options expired
 $
      
Options outstanding at May 28, 20171,571,542
 $13.20
      
Options granted498,000
 $12.93
      
Options exercised(29,333) $7.36
 $177,921
    
Options forfeited(23,334) $12.55
      
Options expired(61,540) $14.23
      
Options outstanding at May 27, 20181,955,335
 $13.20
      
Options granted368,264
 $11.85
      
Options exercised(116,834) $11.82
 $265,911
    
Options forfeited(71,669) $13.75
      
Options expired(135,000) $14.18
      
Options outstanding at May 26, 20192,000,096
 $12.94
   3.29 $16,807
Options exercisable at May 26, 20191,524,473
 $13.30
   2.41 $5,467
A summary of the Company'sCompany’s restricted stock unit award activity as of May 26, 201929, 2022 and changes during the fiscal year then ended is presented below:
 Restricted Stock Units OutstandingWeighted-Average Grant Date Fair Value Per Share
Restricted stock units/awards outstanding at May 26, 2019428,427 $12.80 
Granted296,527 $9.79 
Vested(124,045)$11.82 
Forfeited(131,361)$12.49 
Restricted stock units/awards outstanding at May 31, 2020469,548 $11.24 
Granted188,225 $10.13 
Vested(146,197)$11.69 
Forfeited(31,180)$10.60 
Restricted stock units/awards outstanding at May 30, 2021480,396 $10.71 
Granted105,858 $11.98 
Vested(228,568)$11.41 
Forfeited(63,087)$10.70 
Restricted stock units/awards outstanding at May 29, 2022294,599 $10.55 
 Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value Per Share
Restricted stock units outstanding at May 29, 2016526,841
 $13.51
Granted130,522
 $13.37
Vested(130,508) $13.42
Forfeited(17,500) $12.46
Restricted stock units outstanding at May 28, 2017509,355
 $13.53
Granted200,288
 $13.12
Vested(270,656) $14.06
Forfeited(30,950) $11.75
Restricted stock units outstanding at May 27, 2018408,037
 $12.99
Granted333,486
 $13.15
Vested(237,946) $13.27
Forfeited(75,150) $13.92
Restricted stock units outstanding at May 26, 2019428,427
 $12.80


Stock-Based Compensation Expense
The following table summarizes the stock-based compensation by income statement of operations line item:
 Year Ended
(in thousands)May 29, 2022May 30, 2021May 31, 2020
Continuing operations:
Cost of sales$314 $348 $118 
Research and development202 223 158 
Selling, general and administrative2,126 2,734 2,099 
Discontinued Operations(34)55 44 
Total stock-based compensation$2,608 $3,360 $2,419 
 Year Ended
(in thousands)May 26, 2019 May 27, 2018 May 28, 2017
Cost of sales$449
 $535
 $485
Research and development114
 131
 83
Selling, general and administrative2,997
 3,737
 3,396
Total stock-based compensation$3,560
 $4,403
 $3,964

As of May 26, 2019,29, 2022, there was $4.4$2.7 million of total unrecognized compensation expense related to unvested equity compensation awards granted under the Landec stock incentive plans. Total expense is expected to be recognized over the weighted-average period of 1.941.90 years for stock options and 2.091.71 years for restricted stock unit awards.
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 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'sCompany’s discretion without prior notice. During fiscal years 2019, 20182022, 2021 and 2017,2020, the Company did not purchase any shares on the open market.

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6.    Debt
On September 23, 2016, the Company entered into a Credit Agreement with JPMorgan, BMO, and City National Bank, as lenders (collectively, the “Lenders”), and JPMorgan as administrative agent, pursuant to which the Lenders provided the Company with a $100.0 million revolving line of credit (the “Revolver”) and a $50.0 million term loan facility (the “Term Loan”), guaranteed by each of the Company’s direct and indirect subsidiaries and secured by substantially all of the Company’s assets, with the exception of the Company’s investment in Windset.
On November 30, 2018, the Company entered into the Fourth Amendment to the Credit Agreement, (the "Amendment"), which increased the Term Loan to $100.0 million and the Revolver to $105.0 million.
On October 25, 2019, the Company entered into the Sixth Amendment to the Credit Agreement, which increased the Term Loan to $120.0 million and decreased the revolver to $100.0 million. Both the Revolver and the Term Loan continue to mature on September 23, 2021,October 25, 2022, with the Term Loan requiring quarterly principal payments to increase to $2.5of $3.0 million beginning March 1, 2019, withand the remainder continuing to be due at maturity.
The primarily purpose ofOn March 19, 2020, the Company entered into the Seventh Amendment was to fund the Company's acquisition of Yucatan Foods and its related entities on December 1, 2018, to pay certain fees and expenses incurredCredit Agreement (the “Seventh Amendment”), which among other changes, retroactively increased the maximum Total Leverage Ratio (as defined in connection with the consummation of the Amendment, and for other general corporate purposes. See Note 2 - Acquisitions for more details on Yucatan Foods acquisition.
Interest on both the Revolver and the Term Loan continues to be based upon the Company’s leverage ratio (generally definedCredit Agreement as the ratio of the Company’s total indebtedness on such date to the Company’s consolidated EBITDA for the period of four consecutive fiscal quarters ended on or most recently prior to such date), to 5.75 to 1.00 for the fiscal quarter ended February 23, 2020, which decreases back to 5.00 to 1.00 for the fiscal quarter ending May 31, 2020. The maximum Total Leverage Ratio thereafter decreases by 25 basis points each subsequent fiscal quarter thereafter, until it reaches 3.50 for the fiscal quarter ending November 28, 2021, and then remains fixed through maturity. The Seventh Amendment also introduced additional financial covenants that remain in effect through May 31, 2020, including minimum cumulative monthly Unadjusted EBITDA thresholds and maximum capital expenditures, as well as additional reporting requirements and frequencies. Interest on both the Revolver and the Term Loan continues to be based upon the Company’s Total Leverage Ratio, at a per annum rate of either (i) the prime rate plus a spread of between 0.25% and 2.25%3.00% or (ii) the Eurodollar rate plus a spread of between 1.25% and 3.25%4.00%.
On July 15, 2020, the Company entered into the Eighth Amendment to the Credit Agreement (the “Eighth Amendment”), which among other things, (i) modified the definition of EBITDA to increase the limit on permitted exclusions for certain unusual, extraordinary or one-time cash items for each fiscal quarter ending on or after February 28, 2021, to a maximum of 20% of EBITDA, and (ii) restricted the Company from making Capital Expenditures over certain thresholds. Interest continues to be based on the Company’s Total Leverage Ratio, at a revised per annum Applicable Rate of either (i) the prime rate plus a spread of between 0.75% and 3.50% or (ii) the Eurodollar rate plus a spread of between 1.75% and 4.50%, plus, in each case, a commitment fee, as applicable, of between 0.15% and 0.55%, as further described in the Eighth Amendment.
On December 31, 2020, the Company refinanced its existing Term Loan and Revolver by entering into two separate Credit Agreements (the "New Credit Agreements") with BMO and Goldman Sachs Specialty Lending Group, L.P. (“Goldman”) and Guggenheim Credit Services, LLC ("Guggenheim"), as lenders (collectively, the “Refinance Lenders”). Pursuant to the credit agreement related to the revolving credit facility, BMO has provided the Company, Curation Foods and Lifecore, as co-borrowers, with an up to $75.0 million revolving line of credit (the “Refinance Revolver”) and serves as administrative agent of the Refinance Revolver. Pursuant to the credit agreement related to the term loan, Goldman and Guggenheim have provided the Company, Curation Foods and Lifecore, as co-borrowers, with an up to $170.0 million term loan facility (split equally between Goldman and Guggenheim) (the “Refinance Term Loan”) and Goldman 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 Amendment increasedRefinance Term Loan Credit Agreement also provides that in the leverage ratio covenantevent of a prepayment of any amount other than the scheduled installments within twelve months after the
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closing date, a penalty will be assessed equal to 4.50 to 1.00the aggregate amount of interest that would have otherwise been payable from 3.50 to 1.00 through August 25, 2019, which decreases to 4.00 to 1.00 effective November 24, 2019.date of prepayment event until twelve months after the closing date plus 3% of the amount prepaid.
The New Credit Agreement providesAgreements provide the Company the right to increase the revolver commitments under the Refinance Revolver, commitments and/orsubject to the Term Loan commitmentssatisfaction of certain conditions (including consent from BMO), by obtaining additional commitments from either from one or more of the LendersBMO or another lending institution at an amount of up to $10.0$15.0 million.

The New Credit Agreement continues toAgreements contain customary financial covenants and events of default under which the obligationobligations thereunder could be accelerated and/or the interest rate increased. Theincreased 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 current Credit Agreement, and terminated the Credit Agreement. In connection with the repayment of borrowings under the Credit Agreement, the Company recognized a loss in 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 Agreement to make available again $20.0 million of term debt that 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 May 29, 2022, $40.0 million was outstanding on the Refinance Revolver, at an interest rate of 3.00%. As of May 29, 2022, the Refinance Term Loan had an interest rate of 9.5%. As of May 29, 2022, the Company was in compliance with all financial covenants asand had no events of May 26, 2019.

As of May 26, 2019, $52.0 million was outstanding on the Revolver, at an interest rate of 5.24%default under the Eurodollar option.New Credit Agreements.
Long-term debt consists of the following as of May 26, 201929, 2022 and May 27, 201830, 2021 (in thousands):
 May 29, 2022May 30, 2021
Term loan$103,712 $170,000 
Total principal amount of long-term debt103,712 170,000 
Less: unamortized debt issuance costs(5,534)(5,098)
Total long-term debt, net of unamortized debt issuance costs98,178 164,902 
Less: current portion of long-term debt, net(599)— 
Long-term debt, net$97,579 $164,902 
 May 26, 2019 May 27, 2018
Term loan$97,500
 $42,500
Total principal amount of long-term debt97,500
 42,500
Less: unamortized debt issuance costs(516) (200)
Total long-term debt, net of unamortized debt issuance costs96,984
 42,300
Less: current portion of long-term debt, net(9,791) (4,940)
Long-term debt, net$87,193
 $37,360

The future minimum principal payments of the Company’s debt for each year presented are as follows (in thousands):
Term Loan
Fiscal year 20232,125 
Fiscal year 20248,469 
Fiscal year 20258,422 
Fiscal year 202684,696 
Total$103,712 
 Term Loan
Fiscal year 2020$10,000
Fiscal year 202110,000
Fiscal year 202277,500
Fiscal year 2023 and thereafter
Total$97,500

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 hashad 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 hashad the effect on our previous debt of converting the first $30.0 million of the total outstanding amount of the Company’s 30-day LIBOR borrowings from a variable interest rate to a fixed 30-day LIBOR rate of 2.47%2.74%%. The 2018 Swap matured in September 2021.
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8.Income Taxes
U.S Tax Reform Impact
On December 22, 2017,2, 2019, the U.S. Government enactedCompany 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 reconciled tax reform bill, commonly known aseffect on our previous debt of converting primarily all of the Tax Cuts and Jobs Act$110.0 million of 2017 (the “TCJA”)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 TCJA makes broad changes to the U.S. tax code including, but not limited to, reducing the Company’s federal statutory tax rate from 35%, to an average rate of 29.4% for the fiscal year ended May 27, 2018,2019 Swap will mature in November 2022 and then 21% for the year ended May 26, 2019 and thereafter; requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations' creating a global intangibles low-taxed income inclusion and the base erosion anti-abuse tax, a new minimum tax. The TCJA also enhances and extends through 2026 the option to claim accelerated depreciation deductions on qualified property, however, the domestic manufacturing deduction, from which the Company has historically benefited, has been eliminated.its value is de minimis.


On December 22, 2017, the Securities and Exchange Commission issued guidance under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118) directing taxpayers to consider the impact of the Tax Legislation as “provisional” when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. Also, in March 2018, FASB issued Accounting Standards Update No. 2018-5,
7.    Income Taxes Topic (740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, ("ASU 2018-5") to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The Company's accounting for the Tax Act was incomplete as of May 27, 2018. As of May 26, 2019, the Company’s analysis for the Transition Tax and the re-measurement of deferred taxes due to the Tax Rate Reduction was considered to be complete and the Company does not expect the analysis to change materially. Ongoing guidance and accounting interpretation for the Tax Act are expected over the coming months and years, the Company will consider any changes in the accounting of the Tax Act in the period of such additional guidance is issued.
The (benefit) provision for income taxes from continuing operations consisted of the following:

(in thousands)Year Ended(in thousands)Year Ended
May 26, 2019 May 27, 2018 May 28, 2017 May 29, 2022May 30, 2021May 31, 2020
Current:     Current:   
Federal$(67) $(2,854) $1,388
Federal$— $(38)$(7,723)
State63
 60
 39
State23 74 38 
Foreign83
 83
 82
Foreign356 56 56 
Total79
 (2,711) 1,509
Total379 92 (7,629)
     
Deferred:     Deferred:
Federal1,581
 (7,122) 2,270
Federal(5,562)(1,536)(983)
State(142) 470
 261
State(656)(459)(162)
Total1,439
 (6,652) 2,531
Total(6,218)(1,995)(1,145)
Income tax (benefit) expense$1,518
 $(9,363) $4,040
Income tax benefitIncome tax benefit$(5,839)$(1,903)$(8,774)
The effective tax rate for fiscal year 2019 changed from a benefit of 64% to expense of 71% in comparison to fiscal year 2018. The increase in the income tax expense for fiscal year 2019 was primarily due to the Company's acquisition of Yucatan and the change in valuation allowance related to the foreign deferred balances, the change in ending state deferred blended rate, the limitation of deductibility of executive compensation, and partially offset by the benefit of the foreign rate differential and the federal and state research and development credits, all primarily as a result of the TCJA.
The effective tax rate for fiscal year 2018 changed from an expense of 29% to a benefit of 64% in comparison to fiscal year 2017. The decrease in the income tax expense for fiscal year 2018 was primarily due to the TCJA such as the statutory rate change for federal and state, and one-time transition tax on the repatriation of foreign earnings.


The actual (benefit) provision for income taxes from continuing operations differs from the statutory U.S. federal income tax rate as follows:
(in thousands)Year Ended(in thousands)Year Ended
May 26, 2019 May 27, 2018 May 28, 2017 May 29, 2022May 30, 2021May 31, 2020
Tax at U.S. statutory rate (1)$764
 $4,784
 $4,922
Tax at U.S. statutory rate (1)$(10,904)$(2,409)$(6,435)
State income taxes, net of federal benefit46
 439
 307
State income taxes, net of federal benefit(1,639)(304)(1,048)
Tax reform
 (14,350) 
Tax reform/CARES ActTax reform/CARES Act— — (2,770)
Change in valuation allowance929
 (176) 85
Change in valuation allowance6,040 2,667 2,014 
Tax credit carryforwards(771) (777) (834)Tax credit carryforwards(436)(606)(613)
Other compensation-related activity618
 566
 (365)Other compensation-related activity234 249 334 
Domestic manufacturing deduction
 
 (243)
Impairment of goodwillImpairment of goodwill2,347 — 647 
Foreign rate differentialForeign rate differential(496)(1,414)(986)
Other(68) 151
 168
Other(985)(86)83 
Income tax expense (benefit)$1,518
 $(9,363) $4,040
Income tax benefitIncome tax benefit$(5,839)$(1,903)$(8,774)
(1) Statutory rate was 21.0% for fiscal year 2019, 29.4%2022, 2021 and 2020.

The effective tax rate for fiscal year 2018, and 35.0%2022 changed from a tax provision benefit of 16.59% to a tax provision benefit of 11.20% in comparison to fiscal year 2021 after adjustment for discontinued operations. The decrease in the effective tax rate for fiscal year 2017.2022 was primarily due to a significant valuation allowance increase and the impairment of Yucatan Foods goodwill. The income tax benefit from discontinued operations for fiscal years 2022, 2021, and 2020 of $0.1 million, $5.9 million, and $4.3 million are not included in the above income tax benefit from continuing operations.

The effective tax rate for fiscal year 2021 changed from a tax provision benefit of 28.63% to a tax provision benefit of 16.59% in comparison to fiscal year 2020 after adjustment for discontinued operations. The decrease in the income tax benefit for fiscal year 2021 was primarily due to significant decrease in the Company's loss before tax from continuing operations, and the
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increase in change in valuation allowance which offsets federal and state research and development credits, and $2.8 million of NOL carryback benefit applied only for fiscal year 2020.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act includes, among other items, provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property.

The CARES Act allows losses incurred in tax years 2018, 2019, and 2020 to be carried back to each of the five preceding tax years and to offset 100% of regular taxable income. Additionally, the CARES Act accelerates the Company’s ability to receive refunds of alternative minimum tax credits generated in prior tax years. In fiscal year 2020, the Company was able to benefit net operating losses generated in fiscal year 2019 and fiscal year 2020 at the 21% federal statutory rate in effect for those years and carried back to tax years with a 35% federal statutory rate thus recognizing a tax provision benefit of $2.8 million during the year ended May 31, 2020.
Significant components of deferred tax assets and liabilities reported in the accompanying Consolidated Balance Sheets consisted of the following:
(in thousands)Year Ended
 May 29, 2022May 30, 2021
Deferred tax assets:
Accruals and reserves$867 $3,366 
Net operating loss carryforwards28,558 21,916 
Stock-based compensation880 1,123 
Research and AMT credit carryforwards5,611 5,150 
Lease liability2,874 5,902 
Limitations on business interest expense4,245 2,411 
Goodwill and other indefinite life intangibles1,426 — 
Other750 927 
Gross deferred tax assets45,211 40,795 
Valuation allowance(31,848)(10,460)
Net deferred tax assets13,363 30,335 
Deferred tax liabilities:
Depreciation and amortization(11,495)(16,600)
Goodwill and other indefinite life intangibles— (13,406)
Basis difference in investment in non-public company— (1,382)
Right of use asset(2,100)(5,087)
Deferred tax liabilities(13,595)(36,475)
Net deferred tax liabilities$(232)$(6,140)

The effective tax rates for fiscal year 2019years 2022 and 2021 differ from the blended statutory federal income tax rate of 21% as a result of several factors, including the Yucatan acquisition, the change in valuation allowance related to thewith federal, state and foreign deferred balances, the foreign rate differential, the change in ending state deferred blended rate, the limitationimpairment of deductibility of executive compensation,goodwill and intangibles, and the benefit of federal and state research and development credits.

The effective tax rates for fiscal year 20182020 differ from the blended statutory federal blended income tax rate of 29.4%21% as a result of several factors, including change in ending federal and state deferred blended rate, one-time transition tax due to the repatriationcarryback of foreign earnings,net operating losses, the change in valuation allowance limitationrelated with state and foreign deferred balances, foreign rate differential, change in ending state deferred blended rate, impairment of deductibility of executive compensation,goodwill and fixed assets, and the benefit of federal and state research and development credits. The effective tax rates for fiscal year 2017 differ from the statutory federal income tax rate of 35% as a result of several factors, including non-deductible stock-based compensation expense, disqualified dispositions of incentive stock options, excess equity compensation benefits from the adoption of ASU 2016-09, domestic manufacturing deduction, the benefit of federal and state research and development credits, the change in valuation allowance, all of which is partially offset by state taxes.
Significant components of deferred tax assets and liabilities reported in the accompanying consolidated balance sheets consisted of the following:
(in thousands)Year Ended
 May 26, 2019 May 27, 2018
Deferred tax assets:   
Accruals and reserves$3,130
 $1,421
Net operating loss carryforwards9,385
 1,955
Stock-based compensation979
 1,247
Research and AMT credit carryforwards2,839
 2,032
Other461
 427
Gross deferred tax assets16,794
 7,082
Valuation allowance(4,116) (1,337)
Net deferred tax assets12,678
 5,745
    
Deferred tax liabilities:   
Depreciation and amortization(14,324) (11,307)
Goodwill and other indefinite life intangibles(13,351) (8,201)
Basis difference in investment in non-public company(4,396) (3,722)
Deferred tax liabilities(32,071) (23,230)
    
Net deferred tax liabilities$(19,393) $(17,485)

During the fiscal year ended May 26, 2019, and May 27, 2018, excess tax deficits related to stock-based compensation of $153,000 and $38,000, respectively, were reflected in the consolidated statements of income as a component of income tax expense as a result of the adoption of ASU 2016-09, specifically related to the prospective application of excess tax deficits and tax deficiencies related to stock-based compensation.
As of May 26, 2019,29, 2022, the Company had federal, foreign, California, Indiana, and other state net operating loss carryforwards of approximately $26.5$74.1 million, $9.9$25.9 million, $3.4$37.7 million, $5.8$30.6 million, and $6.3$20.8 million respectively. These
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losses expire in different periods through 2032, if not utilized. The Company acquired additional net operating losses through the acquisition of Yucatan Foods and GreenLine Holding Company.Greenline. Utilization of these acquired net operating losses in a specific year is limited due to the “change in ownership” provision of the Internal Revenue Code of 1986 and similar state provisions. The net operating losses presented above for federal and state purposes is net of any such limitation.
TheAs of May 29, 2022, the Company has federal, California, and Minnesota research and development tax credit carryforwards of approximately $0.9$2.8 million, $1.8$2.1 million, and $1.0$1.4 million, respectively. The research and development tax credit carryforwards have an unlimited carryforward period for California purposes, 20 year carryforward for federal purposes, and 15 year carryforward for Minnesota purposes.
Valuation allowances are reviewed each period on a tax jurisdiction by jurisdiction basis to analyze whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets. Based on this analysis and considering all positive and negative evidence, the Companywe determined that as of May 29, 2022, a valuation allowance of $4.1$15.5 million, $8.2 million, and $8.1 million should be recorded as a result of uncertainty around the utilization of certainfederal, state, and foreign net operating losses, and federal capital loss carryforward.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(in thousands)Year Ended
 May 26, 2019 May 27, 2018 May 28, 2017
Unrecognized tax benefits – beginning of the period$479
 $537
 $842
Gross increases – tax positions in prior period29
 21
 11
Gross decreases – tax positions in prior period
 
 (90)
Gross increases – current-period tax positions133
 116
 93
Settlements
 (95) 
Lapse of statute of limitations(25) (100) (319)
Unrecognized tax benefits – end of the period$616
 $479
 $537
The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and the derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(in thousands)Year Ended
 May 29, 2022May 30, 2021May 31, 2020
Unrecognized tax benefits – beginning of the period$942 $827 $616 
Gross increases – tax positions in prior period— — 101 
Gross decreases – tax positions in prior period— — (11)
Gross increases – current-period tax positions83 115 121 
Unrecognized tax benefits – end of the period$1,025 $942 $827 

As of May 26, 2019,29, 2022 the total amount of net unrecognized tax benefits is $0.6$1.0 million, of which, $0.5,$0.9 million, if recognized, would changeaffect the effective tax rate. The Company accrues interest and penalties related to unrecognized tax benefits in its provision for income taxes. The total amount of penalties and interest is not material as of May 26, 2019. Additionally, the29, 2022. The Company expectsdoes not expect its unrecognized tax benefits to decrease by approximately $32,000 within the next 12twelve months.
Due to tax attribute carryforwards, the Company is subject to examination for tax years 20162013 forward for U.S. tax purposes. The Company was also subject to examination in various state jurisdictions for tax years 2012 forward, none of which were individually material.

9.Commitments and Contingencies
8.    Leases
Operating Leases
The Company has entered into various non-cancellable operating lease agreements for manufacturing and distribution facilities, vehicles, equipment and office space. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Landec leases land, facilities and equipment under operating lease agreements with various terms and conditions, which expire at various dates through fiscal year 2030.2033. Certain of these leases have renewal options.

The approximate future minimum lease payments under these operating leases at May 26, 2019 are as follows (in thousands):
 Amount
Fiscal year 2020$5,056
Fiscal year 20214,044
Fiscal year 20223,589
Fiscal year 20233,350
Fiscal year 20243,047
Thereafter9,335
Total$28,421
Rent expense for operating leases, including month to month arrangements was $7.3 million, $6.1 million and $5.6 million for the fiscal years 2019, 2018 and 2017, respectively.
CapitalFinance Leases
On September 3, 2015, Lifecore leased a 65,000an 80,950 square foot building in Chaska, MN, two miles from its current facility. The initial term of the lease is seven years with two five-year renewal options. The lease contains a buyout option at any time after year seven with the purchase price equal to the mortgage balance on the lessor’s loan secured by the building. IncludedGross assets recorded under finance leases, included in property plant and equipment, net, were $3.8 million as of both May 29, 2022 and
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May 30, 2021. Accumulated amortization associated with finance leases was $0.7 million and $0.6 million as of May 26, 2019 is $3.4 million associated with this capital lease.29, 2022 and May 30, 2021, respectively. The monthly lease payment was initially $34,000 and increases by 2.4% per year. Lifecore and the lessor made capital improvements prior to occupancy and thus the lease did not become effective until January 1, 2016. Lifecore is currently using the building for warehousing and final packaging.
Future minimumThe components of lease payments under capitalcost were as follows:
Year EndedYear Ended
(In thousands, except term and discount rate)May 29, 2022May 30, 2021
Finance lease cost:
Amortization of leased assets$113$117
Interest on lease liabilities335348
Operating lease cost2,2122,291
Variable lease cost and other13415
Sublease income(90)(90)
Total lease cost$2,704$2,681
Weighted-average remaining lease term:
Operating leases7.4114.35
Finance leases0.591.60
Weighted-average discount rate:
Operating leases4.78 %5.00 %
Finance leases10.00 %10.00 %

The Company’s leases for each year presentedhave original lease periods ending between 2022 and 2033. The Company’s maturity analysis of operating and finance lease liabilities as of May 29, 2022 are follows (in thousands):as follows:
(in thousands)Operating LeasesFinance LeasesTotal
2023$2,330 $3,475 $5,805 
20242,243 10 2,253 
20252,002 — 2,002 
20261,928 — 1,928 
20271,409 — 1,409 
Thereafter3,793 — 3,793 
Total lease payments13,705 3,485 17,190 
Less: interest(1,991)(190)(2,181)
Present value of lease liabilities11,714 3,295 15,009 
Less: current obligation of lease liabilities(1,743)(3,283)(5,026)
Total long-term lease liabilities$9,971 $12 $9,983 

Supplemental cash flow information related to leases are as follows:
Year EndedYear Ended
(in thousands)May 29, 2022May 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$2,454 $2,089 
Operating cash flows from finance leases335 348 
Financing cash flows from finance leases129 110 
Lease liabilities arising from obtaining right-of-use assets:
Operating leases$37 $3,137 
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 Amount
Fiscal year 2020$486
Fiscal year 2021489
Fiscal year 2022460
Fiscal year 20233,490
Fiscal year 2024
Thereafter
Total minimum lease payment4,925
Less: amounts representing interest and taxes(1,291)
Total3,634
Less: current portion included in other accrued liabilities(102)
Long-term capital lease obligation$3,532
During May 2021 we entered into a transportation management, warehousing, and transportation services agreement with Castellini Company, LLC to outsource Curation Foods’ fresh packaged salads and vegetables logistics management, including transportation, warehousing and distribution. In connection with this arrangement, during the fiscal year ended May 30, 2021 the Company recorded a $1.7 million impairment of our operating lease right-of-use assets related to certain vehicle leases, which is included in Loss from discontinued operations within the Consolidated Statements of Operations.
As disclosed in Note 13 - Restructuring Costs, impairments of our operating lease right-of-use assets related to the Curation Foods Santa Maria office lease of $1.6 million and our Curation Foods Los Angeles, California office lease of $0.4 million were recorded in Restructuring cost in the accompanying Consolidated Statements of Operations for the year ended May 29, 2022.

9.     Commitments and Contingencies
Purchase Commitments
At May 26, 2019,29, 2022, the Company was committed to purchase $30.6$54.9 million of produceraw materials. For the fiscal years ended May 29, 2022, May 30, 2021 and other materials.May 31, 2020, purchases related to long term commitments under take or pay agreements were $5.1 million, $3.0 million, and $3.4 million, respectively.
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, estimateestimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Legal fees are expensed in the period in which they are incurred.

Claims Alleging Unfair Labor Practices
Curation Foods has been the target of a union organizing campaign which has included twothree unsuccessful attempts to unionize Curation Foods'Foods’ Guadalupe, California processing plant. The campaign has involved a union and over 100 former and current employees of Pacific Harvest, Inc. and Rancho Harvest, Inc. (collectively "Pacific Harvest"“Pacific Harvest”), Curation Foods'Foods’ former labor contractors at its Guadalupe, California processing facility, bringing legal actions before various state and federal agencies, the California Superior Court, and initiating over 100 individual arbitrations against Curation Foods and Pacific Harvest.
The legal actions consisted of three main typesvarious claims, all of claims: (1) Unfair Labor Practice claims ("ULPs") before the National Labor Relations Board (“NLRB”), (2) discrimination/wrongful termination claims before state and federal agencies andwhich were settled in individual arbitrations, and (3) wage and hour claims as part of two Private Attorney General Act (“PAGA”) cases in state court and in over 100 individual arbitrations.
A settlement of the ULPs among the union, Curation Foods, and Pacific Harvest that were pending before the NLRB was approved on December 27, 2016 for $0.3 million. Curation Foods was responsible for half of this settlement, or $0.2 million. On May 5, 2017, the parties to the remaining actions executed a settlement agreement concerning the discrimination/wrongful termination claims and the wage and hour claims which covers all non-exempt employees of Pacific Harvest working at Curation Foods' Guadalupe, California processing facility from September 2011 through the settlement date.fiscal year 2017. Under the settlement agreement, the plaintiffs arewere to be paid $6.0 million in three installments, $2.4 million of which was paid on July 3, 2017, $1.8 million of which was paid on November 22, 2017 and $1.8 million of which was paid in July 2018.installments. The Company and Pacific Harvest have each agreed to pay one half of the settlement payments. The Company paid the entire first two installments of $4.2 million and will be reimbursed by Pacific Harvest agreed to reimburse the Company for its $2.1 million portion,portion. As of May 30, 2021, the outstanding balance of the receivable was $1.2 million. The Company makes ongoing estimates relating to the collectability of receivables. A reserve is established for any note when there is reasonable doubt that the principal or interest will be collected in full. The Company may write-off uncollectable receivables after collection efforts are exhausted. During the fiscal year 2020, the Company's review for collectability concluded that a receivable reserve of $1.2 million would be recorded. The Company's conclusion regarding collectability changed as a result of Pacific Harvest communicating their refusal to pay combined with their bringing claims against the Company. During the fiscal year ended May 30, 2021, the Company agreed to discharge Pacific Harvest from the $1.2 million receivable as part of a settlement agreement with Pacific Harvest (see other litigation matters section below for additional information).
Compliance Matters
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 $1.0 millionowns 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 $0.6 millionForeign 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 included in Prepaid and other current assets and Other assets, respectively,cooperating in the accompanying Consolidated Balance Sheets. This receivable will be repaid through monthly payments until fully paid, whichgovernment
78

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 expectswith certain indemnification rights that may allow the Company to occur by December 2020. The Company and Pacific Harvest each paid theirrecover 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 through May 29, 2022.
During the third installmentquarter of fiscal year 2021 the Company reached a resolution with its insurance carrier that resulted in July 2018.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.
Other Litigation Matters
On February 10, 2020, a complaint was filed against Curation Foods in the United States District Court for the Northern District of Georgia, Printpack, Inc. v. Curation Foods, Inc., alleging breach of contract pertaining to Curation Foods’ purchase of certain poly film packaging from the plaintiff. The plaintiff was seeking an unspecified amount of monetary damages, litigation expenses, and interest. Through several negotiations and discussions between the Company and Printpack, an agreement was reached and a Notice of Voluntary Dismissal was filed on May 29, 2020. This dismisses the case against the Company with no other further legal action required.
On February 14, 2020, a complaint was filed against the Company, Curation Foods, the Company's current CEO Albert Bolles, and the Company’s recourse against non-paymentformer CFO Gregory Skinner (collectively, the “Landec Parties”), and other defendants in Santa Barbara County Superior Court, entitled Pacific Harvest, Inc., et al. v. Curation Foods, Inc., et al. (No. 20CV00920). The case was brought by Pacific Harvest, isInc. (“Pacific”) and Rancho Harvest, Inc. (“Rancho”), two related companies that have provided labor and employee staffing services to Curation Foods. Among other things, Pacific and Rancho allege that Curation Foods wrongfully decreased its security interestuse of Pacific’s staffing services and misappropriated Pacific’s trade secrets when Curation Foods increased its use of another staffing company and transitioned Pacific’s employees to the other staffing company. Pacific and Rancho also allege that Curation Foods breached agreements between the parties related to a loan from Curation Foods, on which Pacific and Rancho have ceased making payments. Pacific Harvest and Rancho asserted claims for breach of contract, breach of the implied covenant of good faith and fair dealing, intentional interference with contracts and potential economic advantage, misappropriation of trade secrets under California’s Uniform Trade Secrets Act, business practices in assets owned by Pacific Harvest. The receivable is reviewed quarterly for collectability. At May 26, 2019,violation of California Unfair Competition Law, fraud, defamation, violation of California Usury Law, breach of fiduciary duty, and declaratory relief regarding the parties’ rights and obligations under certain of the parties’ contracts. On March 15, 2021, the Company has concluded that the receivable is collectible.
For fiscal years 2019, 2018 and 2017, the Company incurred legal expenses of $0, $0.6 million and $2.1 million, respectively,executed a settlement agreement related to these actions. Duringthis matter. In connection with the twelve months ended May 28, 2017,settlement agreement, the Company recorded a legal$1.8 million charge after considering the total settlement charge of $2.6 million related to these actions. As of May 26, 2019amount and May 27, 2018, the Company had accrued $0insurance recoveries, and $1.0 million related to these actions, whichthis amount is included in Other accrued liabilitiesLegal settlement charge in the accompanying Consolidated Balance Sheets.Statements of Operations for the fiscal year ended May 30, 2021. The final settlement amount was paid to the plaintiffs by Curation Foods, its co-defendants, and insurers on April 14, 2021. Pursuant to the settlement agreement, the case was dismissed with prejudice on April 23, 2021.
10.Business Segment Reporting
Prior to May 2018,In June of 2021 a complaint was filed against the company alleging multiple wage and hour claims. On June 6, 2022 the Company managed its businessreached an agreement to settle all causes of action alleged by the Plaintiff under the California Labor Code, the California Business and Professionals Code, the applicable Wage Order, and the Private Attorneys General Act (the “PAGA”). In connection with the settlement agreement the Company recorded a $0.5 million charge, and this amount is included in Loss from discontinued operations throughcosts in the Consolidated Statements of Operations for the fiscal year ended May 29, 2022.

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10.    Business Segment Reporting
The Company operates using three strategic reportable business segments: Packaged Fresh Vegetables, Food Export, and Biomaterials. These segments, were based upon the information reported toaligned with how the Chief Executive Officer, who is the chief operating decision maker (“CODM”). However, in May 2018,, manages the Company discontinued its Food Export business segment. As a result,business: the Company met the requirements of ASC 205-20 and ASC 360 to report the results of the Food Export businessLifecore segment, as discontinued operations. The operating results for the Food Export business segment, for the twelve months ended May 27, 2018 and May 28, 2017, have been reclassified to discontinued operations and are no longer reported as a separate segment.
Beginning in fiscal year 2019, the Company realigned the management of its business and started using three strategic reportable business segments: the Curation Foods segment, the Lifecore segment, and the Other segment (previously known as Natural Foods, Biomaterials, and Other segments until the third quarter of fiscal 2019 when the Company completed the rebranding of its natural food business by announcing the new name Curation Foods. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for more information).
The Company decided to discontinue its Now Planting business during the fourth quarter of fiscal year 2019. As a result, the operating results for the Now Planting business are presented as a discontinued operations in the Company's accompanying Consolidated Financial Statements and the financial results for fiscal years 2019 have been reclassified to present the Now Planting business as a discontinued operation.
Curation Foods business includes (i) four natural food brands, including the Company’s two existing brands, Eat Smart and O Olive Oil & Vinegar, as well as two new brands, Yucatan and Cabo Fresh acquired by the Company through the acquisition of Yucatan Foods during the third quarter of fiscal 2019 (see the Note 2 - Acquisitions for more details on this transaction), and (ii) BreatheWay® activities. The Curation Foods segment includes activities to market and pack specialty packaged whole and fresh-cut fruit and vegetables, the majority of which incorporate the BreatheWay specialty packaging for the retail grocery, club store and food services industry and are sold primarily under the Eat Smart brand and various private labels. The Curation Foods segment also 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 recently acquired brands Yucatan and Cabo Fresh.

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 and non-Lifecoreinterest 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 theits Yucatan production facility in Mexico, which was acquired by the Company as a result of the Yucatan Foods acquisition.Mexico. The following table presents our property and equipment, net by geographic region (in millions):
 Year Ended
Property and equipment, netMay 26, 2019
 May 27, 2018
United States$186.3
 $159.6
Mexico13.7
 
Total property and equipment, net$200.0
 $159.6
 Year Ended
Property and equipment, netMay 29, 2022May 30, 2021
United States$115.0 $105.3 
Mexico15.4 15.0 
Total property and equipment, net$130.4 $120.3 
The Company’s international sales by geography are based on the billing address of the customer and were as follows (in millions):
 Year Ended
 May 29, 2022May 30, 2021May 31, 2020
Switzerland$16.8 $4.7 $1.7 
Canada$12.6 $10.7 $9.7 
Czech Republic$3.5 $3.5 $1.4 
United Kingdom$2.9 $1.9 $1.1 
Ireland$2.2 $2.0 $4.0 
Belgium$— $13.7 $13.8 
All Other Countries$2.0 $1.9 $2.2 
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 Year Ended
 May 26, 2019
May 27, 2018
May 28, 2017
Canada$83.6

$78.0

$69.3
Belgium$15.1

$17.2

$21.0
Ireland$5.0

$4.1

$4.0
All Other Countries$5.1

$3.6

$4.6

Operations by segment consisted of the following (in thousands):
Year Ended May 29, 2022LifecoreCuration FoodsOtherTotal
Product sales$109,320 $76,466 $— $185,786 
Gross profit43,746 6,624 — 50,370 
Net income (loss) from continuing operations16,675 (30,429)(32,522)(46,276)
Loss from discontinued operations, net of tax— (48,114)(3,041)(51,155)
Identifiable assets213,969 76,948 4,243 295,160 
Depreciation and amortization6,673 4,004 80 10,757 
Capital expenditures23,552 2,674 — 26,226 
Interest income72 — 81 
Interest expense, net— (299)(17,058)(17,357)
Income tax (benefit) expense5,266 (13,831)2,726 (5,839)
Corporate overhead allocation4,484 1,092 (5,576)— 
Year Ended May 30, 2021    
Product sales$98,087 $73,459 $— $171,546 
Gross profit38,265 12,206 — 50,471 
Net income (loss) from continuing operations14,461 (357)(23,673)(9,569)
Loss from discontinued operations, net of tax— (23,096)— (23,096)
Identifiable assets185,417 121,069 4,680 311,166 
Depreciation and amortization5,502 2,972 97 8,571 
Capital expenditures16,222 3,042 — 19,264 
Interest income— — 48 48 
Interest expense, net— (545)(9,842)(10,387)
Income tax (benefit) expense4,568 (3,020)(3,451)(1,903)
Corporate overhead allocation4,773 946 (5,719)— 
Year Ended May 31, 2020    
Product sales$85,833 $74,233 $— $160,066 
Gross profit32,883 6,504 — 39,387 
Net income (loss) from continuing operations11,749 (17,728)(15,892)(21,871)
Loss from discontinued operations, net of tax— (16,320)— (16,320)
Identifiable assets165,461 117,427 10,613 293,501 
Depreciation and amortization5,008 3,282 96 8,386 
Capital expenditures10,612 1,472 130 12,214 
Interest income— 66 72 
Interest expense, net— (547)(4,099)(4,646)
Income tax (benefit) expense3,346 (8,686)(3,434)(8,774)
Corporate overhead allocation4,190 868 (5,058)— 

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Year Ended May 26, 2019 Curation Foods (1) Lifecore Other (2) Total
Net sales $481,686
 $75,873
 $
 $557,559
Gross profit 49,305
 31,698
 
 81,003
Net income (loss) from continuing operations (6,229) 12,070
 (3,719) 2,122
Identifiable assets 367,352
 145,558
 6,181
 519,091
Depreciation and amortization 10,360
 4,140
 730
 15,230
Capital expenditures 30,583
 12,965
 1,186
 44,734
Dividend income 1,650
 
 
 1,650
Interest income 112
 
 33
 145
Interest expense, net 3,278
 
 1,952
 5,230
Income tax (benefit) expense (1,373) 4,024
 (1,133) 1,518
         
Year Ended May 27, 2018        
Net sales $458,800
 $65,427
 $
 $524,227
Gross profit 49,770
 28,568
 
 78,338
Net income (loss) from continuing operations 17,010
 11,631
 (2,880) 25,761
Identifiable assets (3) 264,067
 129,342
 11,294
 404,703
Depreciation and amortization 8,196
 3,679
 537
 12,412
Capital expenditures 13,052
 16,454
 4,084
 33,590
Dividend income 1,650
 
 
 1,650
Interest income 93
 
 118
 211
Interest expense, net 1,554
 
 396
 1,950
Income tax (benefit) expense (9,748) 2,638
 (2,253) (9,363)
         
Year Ended May 28, 2017        
Net sales $410,384
 $59,392
 $
 $469,776
Gross profit 52,457
 26,755
 
 79,212
Net income (loss) from continuing operations 2,410
 10,228
 (2,503) 10,135
Identifiable assets (3) 219,739
 104,492
 34,377
 358,608
Depreciation and amortization 7,312
 3,054
 311
 10,677
Capital expenditures 11,476
 11,169
 358
 23,003
Dividend income 1,650
 
 
 1,650
Interest income 16
 
 
 16
Interest expense, net 674
 13
 1,139
 1,826
Income tax expense 823
 2,938
 279
 4,040


11.    Quarterly Consolidated Financial Information (unaudited)
(1) The Curation segment operating results for the year ended May 26, 2019 reflect the reclassification of the Now Planting brand to discontinued operations.
(2) The Other segment operating results for the year ended May 26, 2019, May 27, 2018, and May 28, 2017 have been restated to reflect the reclassification of the Now Planting brand and the Food Export segment to discontinued operations, and the reclassification of O operating results from the Other segment to the Curation Foods segment.
(3) Assets of discontinued operations are included in Other for the years ended May 27, 2018 and May 28, 2017.

11.Quarterly Consolidated Financial Information (unaudited)
The following is a summary of the unaudited quarterly results of operations for fiscal years 20192022 and 20182012 (in thousands, except for per share amounts):

As restated
Fiscal Year 20221st Quarter2nd Quarter3rd Quarter4th QuarterAnnual
Product sales$41,632 $43,452 $53,074 $47,628 $185,786 
Gross profit10,403 14,635 13,220 12,112 50,370 
Net (loss) income from continuing operations(7,214)3,675 (8,301)(34,436)(46,276)
Net (loss) income from discontinued operations(2,295)(42,196)(4,785)(1,879)(51,155)
Net (loss) income per basic and diluted share from continuing operations$(0.25)$0.12 $(0.28)$(1.16)$(1.57)
Net (loss) income per basic and diluted share from discontinued operations$(0.08)$(1.44)$(0.16)$(0.06)$(1.74)

Fiscal Year 20211st Quarter2nd Quarter3rd Quarter4th QuarterAnnual
Product sales$41,995 $39,945 $44,690 $44,916 $171,546 
Gross profit7,849 13,601 14,441 14,580 50,471 
Net (loss) income from continuing operations(4,957)(2,367)(1,465)(780)(9,569)
Net (loss) income from discontinued operations(6,044)(10,934)(4,033)(2,085)(23,096)
Net (loss) income per basic and diluted share from continuing operations$(0.17)$(0.08)$(0.05)$(0.03)$(0.33)
Net (loss) income per basic and diluted share from discontinued operations$(0.21)$(0.37)$(0.14)$(0.07)$(0.79)

Fiscal year 2022 third quarter has been restated for the correction of an error. Fiscal year 2022 first quarter and second quarter for been revised for an immaterial correction of an error. See Note 1 – Organization, Basis of Presentation, and Summary of Significant Accounting Policies – Correction of Error in Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited) for additional information.

12.    Discontinued Operations
Fiscal Year 2019 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Annual
Revenues $124,668
 $124,557
 $155,554
 $152,780
 $557,559
Gross profit 16,337
 16,885
 21,569
 26,212
 81,003
Net income (loss) from continuing operations 335
 (113) 1,533
 367
 2,122
Net income (loss) applicable to common stockholders 190
 (584) 1,067
 (262) 411
Net income per basic share from continuing operations $0.01
 $
 $0.05
 $0.01
 $0.07
Net income per diluted share from continuing operations $0.01
 $
 $0.05
 $0.01
 $0.07

Fiscal Year 2018 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Annual
Revenues $115,781
 $122,461
 $144,909
 $141,076
 $524,227
Gross profit 18,802
 14,921
 19,806
 24,809
 78,338
Net income from continuing operations 2,355
 414
 16,281
 6,711
 25,761
Net income applicable to common stockholders 2,146
 487
 16,088
 6,108
 24,829
Net income per basic share from continuing operations $0.08
 $0.02
 $0.59
 $0.24
 $0.93
Net income per diluted share from continuing operations $0.08
 $0.02
 $0.58
 $0.24
 $0.92
12.Discontinued Operations
Now PlantingAs discussed in Note 1 – Organization, Basis of Presentation, and Food Export
DuringSummary of Significant Accounting Policies – Eat Smart Sale and Discontinued Operations, on December 13, 2021, we completed the fourth quarterEat Smart Disposition. Eat Smart represented a component of fiscal year 2019,the business within the Curation Foods segment and its sale represents a strategic shift in the Company discontinued its Now Planting business. Duringgoing forward. Accordingly, concurrent with the fourth quarterexecution of fiscal year 2018, the Company discontinued its Food Export business. As a result,Asset Purchase Agreement, Eat Smart meets the Company met theaccounting requirements of ASC 205-20 to report the results of Now Planting and Food Exportfor reporting as discontinued operations and to classify any assets and liabilities as held for abandonment. all periods presented.

82

The operating resultskey components of loss from discontinued operations for the Now Planting soupfiscal years ended May 29, 2022, May 30, 2021, and May 31, 2020 were as follows (in thousands):
 Year Ended
 May 29, 2022May 30, 2021May 31, 2020
Product sales$186,755 $372,615 $430,300 
Cost of product sales181,555 341,612 394,699 
Gross profit5,200 31,003 35,601 
Operating costs and expenses:
Research and development1,918 2,799 3,517 
Selling, general and administrative13,350 27,704 31,514 
Impairment of goodwill32,057 — — 
Loss on sale of Eat Smart336 — — 
Restructuring costs6,133 13,862 13,231 
Total operating costs and expenses53,794 44,365 48,262 
Operating loss(48,594)(13,362)(12,661)
Dividend income— 1,125 1,125 
Interest income— — 31 
Interest expenses(2,682)(4,957)(4,957)
Other income (expense), net— (11,800)(4,200)
Loss from discontinued operations before taxes(51,276)(28,994)(20,662)
Income tax benefit121 5,898 4,342 
Loss from discontinued operations, net of tax$(51,155)$(23,096)$(16,320)
Cash provided by (used in) operating activities by the Eat Smart business totaled $(16.5) million, $(1.4) million, and Food Export$13.8 million for the twelve months ended May 29, 2022, May 30, 2021, and May 31, 2020, respectively. Cash provided by (used in) investing activities from the Eat Smart business have therefore been reclassifiedtotaled $108.0 million, $8.4 million, and $(14.1) million for the twelve months ended May 29, 2022, May 30, 2021, and May 31, 2020, respectively. Depreciation and amortization expense of the Eat Smart business totaled $5.3 million, $9.4 million, and $10.0 million for the twelve months ended May 29, 2022, May 30, 2021, and May 31, 2020, respectively. Capital expenditures of the Eat Smart business totaled $1.8 million, $4.5 million, and $14.5 million for the twelve months ended May 29, 2022, May 30, 2021, and May 31, 2020, 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 discontinued operation.result of the Eat Smart Disposition.

83

The carrying amounts of the major classes of assets and liabilities of Now Planting and Food Exportthe Eat Smart business segment included in assets and liabilities of discontinued operations are as follows (in thousands):

 Year Ended
 May 26, 2019 May 27, 2018
Current and other assets, discontinued operations:   
Cash and cash equivalents$
 $(8)
Accounts receivable
 518
Inventory
 
Other assets
 
Total assets, discontinued operations$
 $510
Other current liabilities, discontinued operations:   
Accounts payable$51
 $230
Accrued expenses and other current liabilities14
 228
Total other current liabilities, discontinued operations$65
 $458

Once Now Planting and Food Export businesses were discontinued, the operations associated with these businesses qualified for reporting as discontinued operations. Accordingly, the operating results, net of tax, from discontinued operations are presented separately in the Company’s consolidated statements of income and the notes to the consolidated financial statements have been adjusted to exclude Now Planting in fiscal year 2019 and Food Export in fiscal years 2018 and 2017. Components of amounts reflected in (loss) income from discontinued operations, net of tax are as follows (in thousands):
 Year Ended
 May 26, 2019 May 27, 2018 May 28, 2017
Revenues$548
 $29,222
 $62,481
Cost of sales(1,649) (27,619) (58,507)
Research and development(102) 
 
Selling, general and administrative(1,035) (2,522) (3,137)
Other
 (269) 
(Loss) income from discontinued operations before taxes(2,238) (1,188) 837
Income tax benefit (expense)527
 350
 (295)
(Loss) income from discontinued operations, net of tax$(1,711) $(838) $542
Cash provided by (used in) operating activities by the Now Planting business totaled $(1.3) million, $0, and $0 for the fiscal years ended May 26, 2019, May 27, 2018, and May 28, 2017, respectively. Cash provided by (used in) operating activities by the Food Export business totaled $0, $0.6 million, and $(0.5) million for the fiscal years ended May 26, 2019, May 27, 2018, and May 28, 2017, respectively.     
(b)Index of Exhibits.May 30, 2021
ASSETS
Exhibit
Number
Cash and cash equivalents
Exhibit Title$136 
Accounts receivable, less allowance for credit losses28,583 
3.1Inventories6,587 
Prepaid expenses and other current assets2,312 
Total current assets, discontinued operations37,618 
Investment in non-public company, fair value45,100 
Property and equipment, net59,273 
Operating lease right-of-use assets3,729 
Goodwill35,470 
Trademarks/tradenames, net8,228 
Customer relationships, net2,260 
Other assets80 
Total other assets, discontinued operations154,140 
Total assets, discontinued operations$191,758 
LIABILITIES
Accounts payable$31,271 
Accrued compensation4,550 
Other accrued liabilities4,041 
Current portion of lease liabilities2,289 
Deferred revenue493 
Total current liabilities, discontinued operations42,644 
Long-term lease liabilities3,252 
Other non-current liabilities729 
Non-current liabilities, discontinued operations3,981 
Total liabilities, discontinued operations$46,625 

13.    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 Operations, by Business Segment for the fiscal year ended May 29, 2022:

(In thousands)
Year Ended May 29, 2022Curation FoodsOtherTotal
Asset write-off costs$3,693 $— $3,693 
Employee severance and benefit costs371 — 371 
Lease costs2,072 — 2,072 
Other restructuring costs289 2,536 2,825 
Total restructuring costs$6,425 $2,536 $8,961 

84

Asset Write-off Costs

Asset write-off costs are costs related to impairment or disposal of property and equipment as part of the Company's restructuring plan to drive enhanced profitability, focus the business on its strategic assets and redesign the organization to be the appropriate size to compete and thrive. These costs are included in restructuring costs within the Consolidated Statements of Operations.

During the fiscal year ended May 31, 2020, the Company closed escrow on the San Rafael, California property and recognized a $0.4 million impairment loss, which is included in Restructuring costs within the Consolidated Statements of Operations. The Company received net cash proceeds of $2.4 million in connection with the sale.

In the fourth quarter of fiscal year 2020, the Company recognized a $1.9 million impairment loss related to BreatheWay equipment as a result of a strategic shift in our BreatheWay business model driven by our restructuring plan. In the third quarter of fiscal year 2021, the Company recognized an additional $1.9 million impairment loss related to BreatheWay equipment as a result of a strategic shift in our BreatheWay business model driven by our restructuring plan.

The Company leases its main office located in Santa Maria, California (the “Santa Maria Office”). During the third quarter of fiscal year 2022, the Company approved a plan to explore opportunities to sub lease its Santa Maria Office. The Santa Maria Office assets, included as lease hold improvements within property and equipment, net, has been designated as held for use within the Consolidated Balance Sheets as of May 29, 2022, as no finalized plan for disposition existed at the balance sheet date. The Company recognized a $5.3 million impairment loss, which is included in Restructuring costs within the Consolidated Statements of Operations ($3.7 million included in asset write-off costs related to lease hold improvements impairment and $1.6 million included in lease costs related to right-of-use asset impairment). The Company expects to complete the sublease plan within the next 12 months.

Employee Severance and Benefit Costs

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

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. As noted in the Asset write-off costs section, the Company approved a plan to explore opportunities to sublease its Santa Maria Office and expects to complete the sublease plan within the next 12 months.

Other restructuring costs

Other restructuring costs primarily related to consulting costs to execute the Company’s restructuring plan to drive enhanced profitability, focus the business on its strategic assets, and redesign the organization to be the appropriate size to compete and thrive.

The following table summarizes the restructuring costs recognized in the Company’s Consolidated Statements of Operations by Business Segment, since inception of the restructuring plan in fiscal year 2020 through the fiscal year ended May 29, 2022, excluding discontinued operations:

(In thousands)Curation FoodsOtherTotal
Asset write-off costs$7,552 $418 $7,970 
Employee severance and benefit costs559 784 1,343 
Lease costs2,218 26 2,244 
Other restructuring costs323 4,898 5,221 
Total restructuring costs$10,652 $6,126 $16,778 
The total expected cost related to the restructuring plan is approximately $23.0 million.
85

14.    Subsequent Events

Sale of BreatheWay Business Assets

On June 2, 2022, the Company and Curation Foods entered into and closed an Asset Purchase Agreement (the “Purchase Agreement”) with Hazel Technologies, Inc. (the “Purchaser”), pursuant to which Curation Foods sold all of its assets related to BreatheWay packaging technology business to the Purchasers in exchange for an aggregate purchase price of $3.2 million (the “BreatheWay Sale”). The Purchase Agreement included various representations, warranties and covenants of the parties generally customary for a transaction of this nature. The Company expects to record a gain of $2.0 in the first quarter of fiscal year 2023 related to this transaction.
86

(b)Index of Exhibits.
Exhibit
Number
Exhibit Title
2.1
3.1
3.2
3.3
3.4
10.13.5
4.1+
10.1
10.210.2*
10.3*
10.4*
10.3*10.5*
10.6*
10.7*
10.8*
10.9*
10.4*
10.5*
10.6*
10.7*

Exhibit
Number
10.10*
Exhibit Title
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16*
10.17*
10.18
10.19
10.20
10.21
10.22
10.23*
87


Exhibit
Number
10.13
Exhibit Title
10.26
10.2710.14
10.2810.15
10.2910.16
10.17
10.3010.18
10.19
10.2
10.21
10.22
10.23
10.24
88

Exhibit
Number
Exhibit Title
10.25
10.26
.
21.121.1+State of Incorporation
Curation Foods, Inc.Delaware
23.1+Lifecore Biomedical, Inc. Delaware
23.1+
24.1+
31.1+
31.2+
32.1+32.1**
32.2+32.2**
101.INS**XBRL Instance
101.SCH**XBRL Taxonomy Extension Schema
101.CAL**XBRL Taxonomy Extension Calculation
101.DEF**XBRL Taxonomy Extension Definition
101.LAB**XBRL Taxonomy Extension Labels
101.PRE**XBRL Taxonomy Extension Presentation
*Represents a management contract or compensatory plan or arrangement required to be filed as an exhibit to this report pursuant to Item 15(b) of Form 10-K.
**Information is furnished and shall not filed or a part of a registration statement or prospectusbe deemed “filed” for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of sectionSection 18 of the Securities Exchange Act of 1934, as amended and(the “Exchange Act”), or otherwise is not subject to liabilitythe liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under these sections.the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing
+Filed herewith.


89
Exhibit

Exhibit Title
+Filed herewith.
#Confidential treatment requested as to certain portions. The term “confidential treatment” and the mark “*” as used throughout the indicated Exhibit means that material has been omitted.



SIGNATURES
Pursuant to the requirements of sectionSection 13 or 15(d) of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this Report on Form 10-Kreport to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara,Maria, State of California, on August 1, 2019.
September 13, 2022.
LANDEC CORPORATION
By:/s/ Gregory S. SkinnerJohn D. Morberg
Gregory S. SkinnerJohn D. Morberg
Executive Vice President of Finance and Administration and Chief Financial Officer
(Principal Financial and Accounting Officer)
























POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints AlbertJames G. Hall and John D. Bolles and Gregory S. Skinner,Morberg, and each of them, as his or her attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneyattorney-in-fact to any and all amendments to said Report on Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-Khas been signed by the following persons in the capacities and on the dates indicated:
SignatureTitleDate
/s/ James G. Hall
James G. HallPresident and Chief Executive Officer (Principal Executive Officer) and DirectorSeptember 13, 2022
/s/ John D. Morberg
John D. MorbergChief Financial Officer (Principal Financial Officer and Principal Accounting Officer)September 13, 2022
/s/ Craig Barbarosh
Craig BarbaroshDirectorSeptember 13, 2022
Signature/s/ Deborah CarosellaTitleDate
Deborah CarosellaDirector
/s/ Albert D. Bolles, Ph.D.
Albert D. Bolles, Ph.D.President and Chief Executive Officer and Director (Principal Executive Officer)August 1, 2019
/s/ Gregory S. Skinner
Gregory S. SkinnerExecutive Vice President of Finance and Administration and Chief Financial OfficerAugust 1, 2019
/s/ Debbie Carosella
Debbie CarosellaDirectorAugust 1, 2019
/s/ Frederick Frank
Frederick FrankDirectorAugust 1, 2019
/s/ Nelson Obus
Nelson ObusDirectorAugust 1, 2019
/s/ Tonia Pankopf
Tonia PankopfDirectorAugust 1, 2019
/s/ Andrew K. Powell
Andrew K. PowellDirectorAugust 1, 2019
/s/ Catherine A. Sohn
Catherine A. SohnDirectorAugust 1, 2019
/s/ Robert Tobin
Robert TobinDirectorAugust 1, 2019


EXHIBIT INDEX
September 13, 2022
Exhibit
Number
Exhibit Title
23.1/s/ Raymond DiradoorianConsent of Independent Registered Public Accounting Firm
Raymond DiradoorianDirectorSeptember 13, 2022
24.1Power of Attorney. See signature page.
/s/ Jeffrey Edwards
31.1Jeffrey EdwardsCEO Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002.DirectorSeptember 13, 2022
31.2/s/ Katrina HoudeCFO Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
Katrina HoudeDirectorSeptember 13, 2022
32.1CEO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
/s/ Nelson Obus
32.2Nelson ObusCFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.DirectorSeptember 13, 2022
/s/ Tonia Pankopf
Tonia PankopfDirectorSeptember 13, 2022
/s/ Andrew K. Powell
Andrew K. PowellDirectorSeptember 13, 2022
/s/ Joshua E Schechter
Joshua E. SchechterDirectorSeptember 13, 2022
/s/ Catherine A. Sohn
Catherine A. SohnDirectorSeptember 13, 2022


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