Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
May 29, 2022 | Mar. 15, 2023 | Nov. 29, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | May 29, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 000-27446 | ||
Entity Registrant Name | LIFECORE BIOMEDICAL, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 94-3025618 | ||
Entity Address, Address Line One | 3515 Lyman Boulevard | ||
Entity Address, City or Town | Chaska, | ||
Entity Address, State or Province | MN | ||
Entity Address, Postal Zip Code | 55318 | ||
City Area Code | 952 | ||
Local Phone Number | 368-4300 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | LFCR | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 225,356,000 | ||
Entity Common Stock, Shares Outstanding | 30,319,208 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement relating to its 2022 Annual Meeting of Stockholders (the “Proxy Statement”) filed with the Securities and Exchange Commission on September 19, 2022, are incorporated herein by reference where indicated. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K/A, the Proxy Statement is not deemed to be filed as part hereof. | ||
Amendment Flag | true | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001005286 | ||
Current Fiscal Year End Date | --05-29 | ||
Amendment Description | This Amendment No. 1 on Form 10-K/A (the “Amendment”) is being filed by Lifecore Biomedical, Inc. (f/k/a Landec Corporation) (the “Company”) to amend and restate its Annual Report on Form 10-K for the year ended May 29, 2022, originally filed with the Securities and Exchange Commission (the “SEC”) on September 14, 2022 (the “Original 10-K”, and, as amended by this Amendment, the “Annual Report”) to reflect the restatement of the Company’s audited consolidated financial statements as of and for the year ended May 29, 2022 contained in the Original 10-K (the “Restatement”). This Amendment also adjusts the report by Ernst & Young LLP, the Company’s Independent Registered Public Accounting Firm, that had appeared on page 39 of the Original 10-K. In addition, the Company is including in this Amendment currently dated certifications from its Chief Executive Officer and Chief Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, attached hereto as Exhibits 31.1 and 31.2 and Exhibits 32.1 and 32.2, respectively. The exhibits listed in Part IV-Item 15 “Exhibits and Financial Statement Schedules” are filed herewith in accordance with Rule 12b-15 of the Exchange Act.This Amendment also includes the Company’s determination that, as of the date of the filing of this Amendment, the date the accompanying consolidated financial statements are being re-issued (the “Amended Filing Date”), the existence of certain conditions and events raise substantial doubt about the Company’s ability to continue as a going concern within one year following the Amended Filing Date. |
Audit Information
Audit Information | 12 Months Ended |
May 29, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Francisco, California |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | May 29, 2022 | May 30, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 1,643 | $ 1,159 |
Accounts receivable, less allowance for credit losses | 48,172 | 41,430 |
Inventories | 66,845 | 63,076 |
Prepaid expenses and other current assets | 7,052 | 5,038 |
Current assets, discontinued operations | 0 | 37,618 |
Total Current Assets | 123,712 | 148,321 |
Property and equipment, net | 118,531 | 120,286 |
Operating lease right-of-use assets | 8,580 | 17,098 |
Goodwill | 13,881 | 33,916 |
Trademarks/tradenames, net | 8,700 | 17,100 |
Customer relationships, net | 1,400 | 8,532 |
Other assets | 3,002 | 3,531 |
Other assets, discontinued operations | 0 | 154,140 |
Total Assets | 277,806 | 502,924 |
Current Liabilities: | ||
Accounts payable | 15,802 | 16,298 |
Accrued compensation | 9,238 | 7,754 |
Other accrued liabilities | 7,647 | 3,955 |
Current portion of lease liabilities | 5,026 | 1,600 |
Deferred revenue | 919 | 637 |
Line of credit | 40,000 | 29,000 |
Current portion of long-term debt, net | 98,178 | 0 |
Current liabilities, discontinued operations | 0 | 42,644 |
Total Current Liabilities | 176,810 | 101,888 |
Long-term debt, net | 0 | 164,902 |
Long-term lease liabilities | 9,983 | 20,359 |
Net deferred tax liabilities | 126 | 6,140 |
Other non-current liabilities | 190 | 2,870 |
Non-current liabilities, discontinued operations | 0 | 3,981 |
Total Liabilities | 187,109 | 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, respectively | 30 | 29 |
Additional paid-in capital | 167,352 | 165,533 |
Retained earnings (accumulated deficit) | (76,099) | 38,580 |
Accumulated other comprehensive loss | (586) | (1,358) |
Total Stockholders’ Equity | 90,697 | 202,784 |
Total Liabilities and Stockholders’ Equity | $ 277,806 | $ 502,924 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | May 29, 2022 | May 30, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 29,513,000 | 29,333,000 |
Common stock, shares outstanding (in shares) | 29,513,000 | 29,333,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Income Statement [Abstract] | |||
Product sales | $ 185,786 | $ 171,546 | $ 160,066 |
Cost of product sales | 135,416 | 121,075 | 120,679 |
Gross profit | 50,370 | 50,471 | 39,387 |
Operating costs and expenses: | |||
Research and development | 7,841 | 7,423 | 7,582 |
Selling, general and administrative | 46,127 | 37,660 | 40,674 |
Impairment of goodwill and long-lived and indefinite-lived assets | 46,089 | 0 | 12,953 |
Legal settlement charge | 0 | 1,763 | 0 |
Restructuring costs | 8,961 | 3,759 | 4,054 |
Total operating costs and expenses | 109,018 | 50,605 | 65,263 |
Operating loss | (58,648) | (134) | (25,876) |
Interest income | 81 | 48 | 72 |
Interest expense, net | (17,357) | (10,387) | (4,646) |
Transition services income | 5,814 | 0 | 0 |
Loss on debt refinancing | 0 | (1,110) | 0 |
Other income (expense), net | 641 | 111 | (195) |
Net loss from continuing operations before taxes | (69,469) | (11,472) | (30,645) |
Income tax benefit | 5,945 | 1,903 | 8,774 |
Net loss from continuing operations | (63,524) | (9,569) | (21,871) |
Discontinued operations: | |||
Loss from discontinued operations | (51,276) | (28,994) | (20,662) |
Income tax benefit | 121 | 5,898 | 4,342 |
Loss from discontinued operations, net of tax | (51,155) | (23,096) | (16,320) |
Net loss | $ (114,679) | $ (32,665) | $ (38,191) |
Basic net loss per share: | |||
Loss from continuing operations (in dollars per share) | $ (2.16) | $ (0.33) | $ (0.75) |
Loss from discontinued operations (in dollars per share) | (1.74) | (0.79) | (0.56) |
Total basic net loss per share (in dollars per share) | (3.90) | (1.12) | (1.31) |
Diluted net loss per share: | |||
Loss from continuing operations (in dollars per share) | (2.16) | (0.33) | (0.75) |
Loss from discontinued operations (in dollars per share) | (1.74) | (0.79) | (0.56) |
Total diluted net loss per share (in dollars per share) | $ (3.90) | $ (1.12) | $ (1.31) |
Shares used in per share computation: | |||
Basic (in shares) | 29,466 | 29,294 | 29,162 |
Diluted (in shares) | 29,466 | 29,294 | 29,162 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Product [Member] | Product [Member] | Product [Member] |
Cost, Product and Service [Extensible Enumeration] | Product [Member] | Product [Member] | Product [Member] |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||||||
Net loss | $ (13,086) | $ (38,521) | $ (9,509) | $ (114,679) | $ (32,665) | $ (38,191) | |
Other comprehensive (loss) income, net of tax: | |||||||
Net unrealized gains (losses) on interest rate swaps, (net of tax effect of , -$455, and $(455)) | 104 | $ 646 | 772 | 1,450 | (2,872) | ||
Other comprehensive (loss) income, net | 104 | 646 | 772 | 1,450 | (2,872) | ||
Total comprehensive loss | $ (12,982) | $ (60,470) | $ (113,907) | $ (31,215) | $ (41,063) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Changes in net unrealized gains (losses) on interest rate swap, tax | $ (445) | $ (430) | $ 878 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect Adjustment | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit) Cumulative Effect Adjustment | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at May. 26, 2019 | 29,102 | ||||||
Beginning balance at May. 26, 2019 | $ 270,144 | $ (274) | $ 29 | $ 160,341 | $ 109,710 | $ (274) | $ 64 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of stock under stock plans (in shares) | 122 | ||||||
Issuance of stock under stock plans, net of shares withheld | 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) income, net of tax | (2,872) | (2,872) | |||||
Ending balance (in shares) at May. 31, 2020 | 29,224 | ||||||
Ending balance at May. 31, 2020 | $ 231,044 | $ 29 | 162,578 | 71,245 | (2,808) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-02 [Member] | ||||||
Issuance of stock under stock plans (in shares) | 109 | ||||||
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 (loss) income, net of tax | $ 1,450 | 1,450 | |||||
Ending balance (in shares) at May. 30, 2021 | 29,333 | 29,333 | |||||
Ending balance at May. 30, 2021 | $ 202,784 | $ 29 | 165,533 | 38,580 | (1,358) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (9,509) | (9,509) | |||||
Ending balance at Aug. 29, 2021 | $ 193,833 | 29,071 | |||||
Beginning balance (in shares) at May. 30, 2021 | 29,333 | 29,333 | |||||
Beginning balance at May. 30, 2021 | $ 202,784 | $ 29 | 165,533 | 38,580 | (1,358) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Other comprehensive (loss) income, net of tax | 646 | ||||||
Ending balance at Feb. 27, 2022 | $ 143,724 | (22,536) | |||||
Beginning balance (in shares) at May. 30, 2021 | 29,333 | 29,333 | |||||
Beginning balance at May. 30, 2021 | $ 202,784 | $ 29 | 165,533 | 38,580 | (1,358) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of stock under stock plans (in shares) | 180 | ||||||
Issuance of stock under stock plans, net of shares withheld | 1 | $ 1 | |||||
Taxes paid by Company for employee stock plans | (789) | (789) | |||||
Stock-based compensation | 2,608 | 2,608 | |||||
Net loss | (114,679) | (114,679) | |||||
Other comprehensive (loss) income, net of tax | $ 772 | 772 | |||||
Ending balance (in shares) at May. 29, 2022 | 29,513 | 29,513 | |||||
Ending balance at May. 29, 2022 | $ 90,697 | $ 30 | $ 167,352 | (76,099) | $ (586) | ||
Beginning balance at Aug. 29, 2021 | 193,833 | 29,071 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (38,521) | (38,521) | |||||
Ending balance at Nov. 28, 2021 | 156,090 | (9,450) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (13,086) | (13,086) | |||||
Other comprehensive (loss) income, net of tax | 104 | ||||||
Ending balance at Feb. 27, 2022 | $ 143,724 | $ (22,536) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (114,679) | $ (32,665) | $ (38,191) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Impairment of goodwill and long-lived and indefinite-lived assets | 78,146 | 0 | 12,953 |
Depreciation, amortization of intangibles, debt costs and right-of-use assets | 17,884 | 19,867 | 18,838 |
Deferred taxes | (6,990) | (7,893) | (5,440) |
Loss on disposal of property and equipment related to restructuring, net | 5,185 | 10,143 | 14,802 |
Stock-based compensation expense | 2,608 | 3,360 | 2,419 |
Loss on sale of Eat Smart | 336 | 0 | 0 |
Net loss on disposal of property and equipment held and used | 152 | 61 | 143 |
Provision (benefit) for expected credit losses | (14) | 418 | (284) |
Change in investment in non-public company, fair value | 0 | 11,800 | 4,200 |
Loss on debt refinancing | 0 | 1,110 | 0 |
Pacific Harvest note receivable reserve | 0 | 0 | 1,202 |
Change in contingent consideration liability | 0 | 0 | (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 payable | 9,343 | (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 Smart | 73,500 | 0 | 0 |
Eat Smart sale net working capital adjustment and cash sale expenses | (9,839) | 0 | 0 |
Proceeds from sale of investment in non-public company | 45,100 | 0 | 0 |
Purchases of property and equipment | (28,134) | (23,769) | (26,686) |
Proceeds from sales of property and equipment | 1,141 | 12,913 | 2,434 |
Proceeds from collections of notes receivable | 0 | 0 | 364 |
Net cash provided by (used in) investing activities | 81,768 | (10,856) | (23,888) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 20,000 | 170,000 | 27,500 |
Payments on long-term debt | (86,411) | (114,130) | (11,125) |
Proceeds from lines of credit | 55,111 | 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 | 0 | 0 | 30 |
Net cash (used in) provided by financing activities | (57,021) | (3,419) | 40,017 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 348 | 742 | (912) |
Cash, cash equivalents and restricted cash, beginning of period | 1,295 | 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) |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |||
Purchases of property and equipment on trade vendor credit | $ 2,260 | $ 4,724 | $ 2,820 |
Organization, Basis of Presenta
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | 12 Months Ended |
May 29, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | Organization, Basis of Presentation, and Summary of Significant Accounting Policies, As Restated Organization Landec Corporation and its subsidiaries (“Landec” or the “Company”) design, develop, manufacture, and sell differentiated products for food and biomaterials markets, and license technology applications to partners. Landec’s biomedical company, Lifecore Biomedical, Inc. (“Lifecore”), is a fully integrated contract development and manufacturing organization (“CDMO”) that offers highly differentiated capabilities in the development, fill and finish of sterile, injectable-grade pharmaceutical products in syringes and vials. As a leading manufacturer of premium, injectable grade Hyaluronic Acid, Lifecore brings 37 years of expertise as a partner for global and emerging biopharmaceutical and biotechnology companies across multiple therapeutic categories to bring their innovations to market. Lifecore recognizes revenue in two different product categories, CDMO and Fermentation. Landec’s natural food company, Curation Foods, Inc. (“Curation Foods”), is focused on innovating and distributing plant-based foods with 100% clean ingredients to retail, club and foodservice channels throughout North America. Its products are sold in natural food, conventional grocery and mass retail stores, primarily in the United States and Canada. The company categorizes revenue in three categories, avocado products, olive oil and wine vinegars and technology which reports revenues for BreatheWay patented supply chain solutions. On November 14, 2022, the Company changed its name from “Landec Corporation” to “Lifecore Biomedical, Inc.” Currently therewith, the Company also changed the name of its wholly owned subsidiary from “Lifecore Biomedical, Inc.” to “Lifecore Biomedical Operating Company, Inc.” Unless context otherwise requires, all references to “Landec Corporation” or “Landec” contained in the Annual Report refer to the Company, and all references to “Lifecore Biomedical, Inc.,” “Lifecore Biomedical,” or “Lifecore” refer to Lifecore Biomedical Operating Company, Inc. Eat Smart Sale and Discontinued Operations On December 13, 2021 (the “Closing Date”), Landec and Curation Foods (together, the “Sellers”), and Taylor Farms Retail, Inc. (“Taylor Farms” and together with the Sellers, the “Parties”) completed the sale (the “Eat Smart Disposition”) of Curation Foods’ Eat Smart business, including its salad and cut vegetable businesses (the “Business”), pursuant to the terms of an asset purchase agreement executed by the Parties on December 13, 2021 (the “Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, Taylor Farms acquired the Business for a purchase price of $73.5 million, subject to post-closing adjustments based upon negotiation of the net working capital balances at the Closing Date. As part of the Eat Smart Disposition, Taylor Farms acquired, among other assets and liabilities related to the Business, the manufacturing facility and warehouses (and corresponding equipment) located in Bowling Green, Ohio and Guadalupe, California, as well as inventory, accounts receivable, accounts payable, intellectual property and information related to the Business, and assumed certain liabilities and executory obligations under the Company’s and Curation Foods’ outstanding contracts related to the Business, in each case, subject to the terms of the Asset Purchase Agreement. Following the Eat Smart Disposition, Curation Foods retains its O Olive Oil & Vinegar (“ O ”) and Yucatan Foods businesses and its rights and interests in BreatheWay, and the Company retains its Lifecore business. During the third quarter of its fiscal year, the Company used net proceeds from the Eat Smart Disposition to repay $67.9 million in borrowings under the Company’s existing credit agreements. The accounting requirements for reporting the Eat Smart business as a discontinued operation were met when the Eat Smart Disposition was completed on the Closing Date. Accordingly, the consolidated financial statements and notes to the consolidated financial statements reflect the results of the Eat Smart business as a discontinued operation for all periods presented. A loss of $0.3 million from the Eat Smart Disposition is included in Loss 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 additional information. Basis of Presentation and 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. Arrangements that are not controlled through voting or similar rights are reviewed under the guidance for variable interest entities (“VIEs”). A company is required to consolidate the assets, liabilities and operations of a VIE if it is determined to be the primary beneficiary of the VIE. An entity is a VIE and subject to consolidation, if by design: a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders or b) as a group the holders of the equity investment at risk lack any one of the following three characteristics: (i) the power, through voting rights or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity. The Company reviewed the consolidation guidance and concluded that the equity investment in the non-public company by the Company is not a VIE. Going Concern As of May 29, 2022, the Company had cash and cash equivalents of $1.6 million and outstanding borrowings of $138.2 million, net of issuance costs, and as of November 27, 2022, the Company had cash and cash equivalents of $6.8 million and outstanding borrowings of $147.0 million, net of issuance costs. The Company continues to experience unfavorable market conditions leading to lower than projected sales proceeds from the disposition of its Curation Foods businesses. The Company performed an assessment, which occurred on the date of the filing of this Form 10-K/A, to determine whether there were conditions or events that, considered in the aggregate, raised substantial doubt about the Company’s ability to continue as a going concern within one year following the date the accompanying consolidated financial statements are being re- issued (the “Amended Filing Date”). The Company’s ability to meet its liquidity needs for one year following the Amended Filing Date will largely depend on its ability to generate cash in the future. As of November 27, 2022, the Company incurred net losses of $23.8 million, and the Company’s ability to generate cash in the future is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond the Company’s control. Based on the Company’s financial projections as of the Amended Filing Date, the Company does not believe that it will have adequate liquidity to meet its obligations for at least one year following the Amended Filing Date. The Company further considered how these factors and uncertainties have and could impact its ability to meet the obligations specified in the New Credit Agreements with the Lenders (each as defined in Note 6 - Debt) for at least one year following the Amended Filing Date. As of the Amended Filing Date, the Company determined that it was not in compliance with the covenant under the New Credit Agreements requiring the timely filing of financial statements. In addition, the inclusion of a going concern explanatory paragraph in the auditor’s report issued by Ernst and Young LLP in connection with the restated audited financial statements for the year ended May 29, 2022 included in this Annual Report on Form 10-K/A also violates the covenants under the New Credit Agreements. In addition, based on the Company’s current financial projections for the one-year period following the Amended Filing Date, the Company anticipates that it will not be in compliance with certain financial covenants under the New Credit Agreements during the one-year period following the Amended Filing Date, including the minimum fixed charge coverage ratio covenant for the fiscal quarters ending May 30, 2023 through November 30, 2023; the maximum leverage ratio covenant as of the fiscal quarters ending May 30, 2023 through November 30, 2023; the minimum liquidity covenant for each of the fiscal quarters ended as of February 26, 2023 through May 30, 2024; and the minimum Lifecore gross profit covenant for the fiscal quarters ending February 26, 2023 through August 30, 2023. Pursuant to the terms of the New Credit Agreements, as a result of the Company’s failure to comply with the covenants described above, the agents and the lenders under the New Credit Agreements are entitled to immediately cancel all unfunded commitments and to accelerate the maturity of all of the outstanding debt thereunder, at which time all such outstanding borrowings would become immediately due and payable by the Company. In addition, as a result of such defaults, under the New Credit Agreements, the Company will be subject to increased interest rates for any outstanding borrowings thereunder prior to repayment and, even if the agent and the lenders under the Refinance Revolver (as defined in Note 6 – Debt) do not exercise their rights to immediately accelerate all outstanding obligations, such lenders may refuse to fund additional borrowings thereunder, which the Company relies upon for short-term liquidity needs. Although the Company is currently in default, as of the Amended Filing Date, the agents and the Lenders have not taken any action to accelerate the maturity of the debt under the New Credit Agreements, nor have the Lenders under the Refinance Revolver indicated that they intend to prevent the Company from incurring additional borrowings thereunder. In such an event, however, the Company does not currently have sufficient liquidity to fund payment of the amounts that would be due under the New Credit Agreements nor does management have projected future cash flows to repay these outstanding borrowings under the New Credit Agreements if such amounts were to become payable. The Company’s inability to raise additional capital on acceptable terms in the near future, whether for purposes of funding payments required under the New Credit Agreements or providing additional liquidity needed for its operations, could have a material adverse effect on its business, results of operations, liquidity and financial condition. In response to these conditions, the Company is currently in negotiations with the Lenders to seek a forbearance and amendment agreement to remedy the Company’s current and anticipated noncompliance with its covenants under the New Credit Agreements. The Company also intends to conduct a review of its strategic alternatives, which may involve seeking additional or alternative financing or the sale of all or a portion the Company. These processes are ongoing, however, and there can be no assurances that they will result in the completion of any such amendment, transaction or other alternative that would alleviate such conditions under the New Credit Agreements or the circumstances that give rise to substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period following the Amended Filing Date. Accordingly, the Company determined that it cannot be certain that the Company’s plans and initiatives would be effectively implemented within one year after the Amended Filing Date. Without giving effect to the Company’s plans and initiatives, it is unlikely that the Company will be able to generate sufficient cash flows to meet its required financial obligations, including its debt service and other obligations due to third parties within one year after the Amended Filing Date. The existence of these conditions and events raise substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period following the Amended Filing Date. These audited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business for one year following the Amended Filing Date. As such, the accompanying audited consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. As a result, all outstanding borrowings under the New Credit Agreements are classified as short term on the Consolidated Balance Sheet as of May 29, 2022 contained in these audited consolidated financial statements. 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 credit losses; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability and measurement of fair value of long-lived and indefinite lived assets (including intangible assets and goodwill), and inventory; and the valuation and recognition of stock-based compensation. These estimates involve the consideration of complex factors and require management to make judgments. The analysis of historical and future trends can require extended periods of time to resolve and are subject to change from period to period. The actual results may differ from management’s estimates. Concentrations of Risk Cash and cash equivalents and trade accounts 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, as a consequence, believes that trade receivables 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. During the fiscal years ended May 29, 2022, May 30, 2021 and May 31, 2020 the Company had sales concentrations of 10% or greater from two customers, accounting for 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%, as of May 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, debt instruments, and derivative instruments. For short-term instruments, the historical carrying amount approximates the fair value of the instrument. The fair value of long-term debt and lines of credit approximates their carrying value. Cash Flow Hedges The Company has entered into interest rate swap agreements to manage interest rate risk. These derivative instruments may offset a portion of the changes in interest expense. The Company designates these derivative instruments as cash flow hedges. The Company accounts for its derivative instruments as either an asset or a liability and carries them at fair value in Other assets or Other non-current liabilities. The accounting for changes in the fair value of the derivative instrument depends on the intended use of the derivative instrument and the resulting designation. For derivative instruments that hedge the exposure to variability in expected future cash flows and are designated as cash flow hedges, the entire change in the fair value of the hedging instrument is recorded as a component of Accumulated other comprehensive loss (“AOCL”) in Stockholders’ Equity. Those amounts are subsequently reclassified to earnings in the same line item in the Consolidated Statement of Operations as impacted when the hedged item affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. During the third quarter of fiscal year 2021, the Company discontinued its hedge accounting prospectively since it was determined that the derivatives are no longer highly effective in offsetting changes in the net investment. The derivatives continue to be carried at fair value in the accompanying Consolidated Balance Sheets with changes in their fair values from the date of discontinued hedge accounting recognized in current period earnings in Other income (expense), net in the Consolidated Statements of 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 loss and Other comprehensive (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 loss. The Company’s OCI consists of net deferred gains and losses on its interest rate swap derivative instruments. The components of AOCL, net of tax, are as follows (in thousands): AOCL Balance as of May 30, 2021 $ (1,358) Amounts reclassified from OCI 772 Other comprehensive (loss) income, net 772 Balance as of May 29, 2022 $ (586) The Company expects to reclassify 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 29, 2022 and May 30, 2021. Accounts Receivable, Sales Returns and Allowance for Credit Losses The Company carries its accounts receivable at their face amounts less an allowance for estimated sales returns and credit losses. Sales return allowances are estimated based on historical sales return amounts. The Company uses the loss rate method to estimate its expected credit losses on trade accounts receivable and contract assets. In order to estimate expected credit losses, the Company assessed recent historical experience, current economic conditions and any reasonable and supportable forecast to identify risk characteristics that are shared within the financial asset. These risk characteristics are then used to bifurcate the loss rate method into risk pools. The risk pools were determined based on the industries in which the Company operates. Historical credit loss for each risk pool is then applied to the current period aging as presented in the identified risk 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. The information obtained from assessing historical experience, current economic conditions and reasonable and supportable forecasts were used to identify risk characteristics that can affect future credit loss experience. There were no significant risk characteristics identified in the review of historical experiences or in the review of estimates of current economic conditions and forecasts. Estimating credit losses based on risk characteristics requires significant judgment by management. Significant judgments include, but are not limited to: assessing current economic conditions and the extent to which they are relevant to the existing characteristics of the Company’s financial assets, the estimated life of financial assets, and the level of reliance on historical experience in light of economic conditions. The Company will continually review and update, when necessary, its historical risk characteristics that are meaningful to estimating credit losses, any new risk characteristics that arise in the natural course of business, and the estimated life of its financial assets. The changes in the Company’s allowance for sales returns and credit losses are summarized in the following table (in thousands): Balance at Provision (benefit) for expected credit losses Write offs, Balance at Year Ended May 31, 2020 $ 644 $ (460) $ 2 $ 186 Year Ended May 30, 2021 $ 186 $ 187 $ (288) $ 85 Year Ended May 29, 2022 $ 85 $ (14) $ (6) $ 65 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 29, 2022, and May 30, 2021, were $10.2 million and $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 29, 2022, and May 30, 2021, were $0.9 million and $0.9 million, respectively. Revenue recognized during the fiscal year ended May 29, 2022 that was included in the contract liability balance at the beginning of fiscal year 2022, was $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 satisfies its performance obligations under a contract and control of the product is transferred to the customer. Lifecore Lifecore generates revenue from two integrated activities: CDMO and Fermentation. CDMO is comprised of aseptic and development services. Lifecore’s standard terms of sale are generally included in its contracts and purchase orders. Shipping and other transportation costs charged to customers are recorded in both revenue and cost of goods sold. Lifecore has elected to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. Lifecore’s standard payment terms with its customers generally range from 30 days to 60 days. Aseptic Lifecore provides aseptic formulation and filling of syringes and vials with precisely formulated medical grade HA and non-HA materials for injectable products used for medical purposes. In instances where our customers contract with us to aseptically fill syringes or vials with our HA, the goods are not distinct in the context of the contract. Lifecore recognizes revenue for these products at the point in time when legal title to the product is transferred to the customer, which is at the time that shipment is made or upon delivery of the product. Development Services Lifecore provides product development services to assist its customers in obtaining regulatory approval for the commercial sale of their drug product. These services include activities such as technology development, material component changes, analytical method development, formulation development, pilot studies, stability studies, process validation and production of materials for use within clinical studies. The Company’s customers benefit from the expertise of its scientists who have extensive experience performing such tasks. Each of the promised goods and services are not distinct in the context of the contract as the goods and services are highly interdependent and interrelated. The services described above are significantly affected by each other because Lifecore would not be able to fulfill its promise by transferring each of the goods or services independently. Revenues generated from development services arrangements are recognized over time as Lifecore is creating an asset without an alternate use as it is unique to the customer. Furthermore, the Company has an enforceable right to payment for the performance completed to date for its costs incurred in satisfying the performance obligation plus a reasonable profit margin. For each of the development activities performed by Lifecore as described above, labor is the primary input (i.e., labor costs represent the majority of the costs incurred in the completion of the services). The Company determined that labor hours are the best measure of progress as it most accurately depicts the effort extended to satisfy the performance obligation over time. Fermentation Lifecore manufactures and sells pharmaceutical-grade sodium hyaluronate (“HA”) in bulk form to its customers. The HA produced is distinct as customers are able to utilize the product provided under HA supply contracts when they obtain control. Lifecore recognizes revenue for these products at the point in time when legal title to the product is transferred to the customer, which is at the time that shipment is made or upon delivery of the product to our customer. Curation Foods Curation Foods’ standard terms of sale, both prior to and following the Eat Smart Disposition, are generally included in its contracts and purchase orders. Revenue is recognized at the time shipment is made or upon delivery as control of the product is transferred to the customer. Shipping and other transportation costs charged to customers are recorded in both revenue and cost of goods sold. Curation Foods has elected to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. Curation Foods’ standard payment terms with its customers generally range from 30 days to 90 days. Certain customers may receive cash-based incentives (including: volume rebates, discounts, and promotions), which are accounted for as variable consideration to Curation Foods’ performance obligations. Curation Foods estimates these sales incentives based on the expected amount to be provided to its customers and reduces revenues recognized towards its performance obligations. The Company has not historically had and does not anticipate significant changes in its estimates for variable consideration. The Company disaggregates its revenue by segment based on how it markets its products and services and reviews results of operations. The following tables disaggregate segment revenue by major product lines and services (in thousands): Year Ended Lifecore: May 29, 2022 May 30, 2021 May 31, 2020 Contract development and manufacturing organization $ 86,313 $ 75,297 $ 64,781 Fermentation 23,007 22,790 21,052 Total $ 109,320 $ 98,087 $ 85,833 Year Ended Curation Foods: May 29, 2022 May 30, 2021 May 31, 2020 Avocado products $ 65,269 $ 63,575 $ 62,194 Olive oil and wine vinegars 9,287 7,589 7,783 Technology 1,910 2,295 4,256 Total $ 76,466 $ 73,459 $ 74,233 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 Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows (in thousands): May 29, 2022 May 30, 2021 May 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 Inventories Inventories are stated at the lower of cost (using the first-in, first-out method) or net realizable value. As of May 29, 2022 and May 30, 2021, inventories consisted of the following (in thousands): Year Ended May 29, 2022 May 30, 2021 Finished goods $ 33,029 $ 40,204 Raw materials 24,221 16,644 Work in progress 9,595 6,228 Total inventories $ 66,845 $ 63,076 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 selling, general, and administrative in the accompanying Consolidated Statements of Operations. Advertising expense for the Company for fiscal years 2022, 2021 and 2020 was $0.2 million, $0.1 million and $0.1 million, respectively. 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 that interest on June 1, 2021. During fiscal years 2021 and 2020, the Company recognized revenues of $0.5 million and $0.6 million, 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 balance of $0.1 million from Windset is included in Accounts receivable in the accompanying Consolidated Balance Sheets as of May 30, 2021. 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 Long-Lived Intangible Assets, As Restated Property and equipment and long-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. Customer relationships |
Investment in Non-public Compan
Investment in Non-public Company | 12 Months Ended |
May 29, 2022 | |
Schedule of Investments [Abstract] | |
Investment in Non-public Company | Investment in 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 represented a 26.9% ownership interest in Windset. The Senior A preferred shares yielded a cash dividend of 7.5% annually. The dividend was payable within 90 days of each anniversary of the execution of the Windset Purchase Agreement. The non-voting junior preferred stock did not yield a dividend unless declared by the Board of Directors of Windset and no such dividend has been declared. The Shareholders’ Agreement between Curation Foods and Windset, as amended on March 15, 2017, included a put and call option (the “Put and Call Option”), which was exercisable on or after March 31, 2022, whereby Curation Foods could exercise the put to sell its common, Senior A preferred shares, and junior preferred shares to Windset, or Windset could 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 was 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 paid 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 had a put feature whereby Curation Foods could 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 were not available to the common stock holders. As the put and call options required 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 are evaluated quarterly based on Windset’s actual and projected operating results to determine the change in fair value. During the fiscal years ended May 30, 2021 and May 31, 2020, the Company recorded $1.1 million in dividend income, respectively, which is included in loss from discontinued operations in the accompanying Consolidated Statements of Operations. The decrease in the fair market value of the Company’s investment in Windset for the fiscal years ended May 30, 2021 and May 31, 2020 was $11.8 million and $4.2 million, respectively, and is included in loss from discontinued operations in the accompanying Consolidated Statements of Operations. 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
May 29, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment, As Restated Property and equipment consists of the following (in thousands): Years of Year Ended As restated May 29, 2022 May 30, 2021 Land $ 3,710 $ 3,670 Buildings 15 - 40 58,359 47,880 Leasehold improvements 3 - 15 5,143 6,465 Computers, capitalized software, machinery, equipment and autos 3 - 25 74,974 71,832 Furniture and fixtures 3 - 7 2,099 2,513 Construction in process 22,786 31,383 Gross property and equipment 167,071 163,743 Less accumulated depreciation and amortization (48,540) (43,457) Property and equipment, net $ 118,531 $ 120,286 Depreciation and amortization expense for property and equipment for the fiscal years ended May 29, 2022, May 30, 2021 and May 31, 2020 was $9.3 million, $7.2 million and $6.9 million, respectively. Amortization related to finance leases, which is included in depreciation expense, was $0.1 million for the fiscal years ended May 29, 2022, May 30, 2021, and May 31, 2020. During fiscal years 2022, 2021 and 2020, the Company capitalized $0.3 million, $0.4 million, and $0.8 million in software development costs, respectively. Amortization related to capitalized software was $0.5 million, $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 29, 2022, May 30, 2021 and May 31, 2020, respectively. As disclosed in Note 1 - Correction of Error in Previously Reported Fiscal Year 2022 Annual Financial Statements, the Company is restating its previously issued financial statements to record an impairment of property and equipment related to Yucatan of $11.9 million, which has been recorded in Impairment of goodwill and long-lived and indefinite-lived assets in the accompanying Consolidated Statements of Operations for the year ended May 29, 2022. As disclosed in Note 15, an impairment of property and equipment O reporting unit of $1.3 million was recorded in Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations for the year ended May 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 29, 2022. Assets Held for Sale 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, California. 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 restructuring costs 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 recorded 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 net 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 30, 2021, and was classified as an asset held for sale. There was no impairment recorded in fiscal year 2021. The asset was sold in fiscal year 2022 for gross proceeds of $1.1 million. In May 2022 the Board of Directors approved a plan to sell the assets of Curation Foods’ BreatheWay packaging technology business. The $1.0 million carrying value of these assets ($0.9 million of inventory and $0.1 million net book value of property and equipment) are included in Prepaid expenses and other current assets on the Consolidated Balance Sheets as of May 29, 2022, and were classified as assets held for sale. There was no impairment recorded in fiscal year 2022. These assets were sold in fiscal year 2023 for gross proceeds of $3.2 million. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
May 29, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets, As Restated Goodwill The following table presents the changes in goodwill during fiscal 2022 and fiscal 2021 (in thousands): 2022 2021 Balance at beginning of year $ 33,916 $ 33,916 Impairment (20,035) — Balance at end of year $ 13,881 $ 33,916 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 29, 2022, the Lifecore reporting unit had $13.9 million of goodwill. Intangible Assets, as restated As restated, the following table presents the changes in intangible assets during fiscal 2022 and fiscal 2021 (in thousands): 2022 2021 As restated Balance at beginning of year $ 25,632 $ 27,040 Amortization of long-lived intangible assets (1,382) (1,408) Impairment (14,150) — Balance at end of year $ 10,100 $ 25,632 As of May 29, 2022 and May 30, 2021, the Company's intangible assets consisted of the following (in thousands): May 29, 2022 May 30, 2021 Amortization Period Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization As restated As restated Customer relationships Lifecore 12 $ 3,700 $ 3,700 $ 3,700 $ 3,418 Yucatan Foods (Curation Foods) 12 1,400 — 11,000 2,750 Total customer relationships $ 5,100 $ 3,700 $ 14,700 $ 6,168 Trademarks/tradenames Lifecore $ 4,200 $ — $ 4,200 $ — O (Curation Foods) 500 — 500 — Yucatan Foods (Curation Foods) 4,000 — 12,400 — Total trademarks/tradenames $ 8,700 $ — $ 17,100 $ — Total intangible assets $ 13,800 3,700 $ 31,800 $ 6,168 Amortization expense related to long-lived intangible assets was $1.4 million, $1.4 million, and $1.5 million in fiscal 2022, 2021 and 2020, respectively. The amortization expense for each year presented are as follows (in thousands): As restated Fiscal year 2023 $ 215 Fiscal year 2024 215 Fiscal year 2025 215 Fiscal year 2026 215 Fiscal year 2027 215 Total $ 1,075 As discussed in Note 1, the Company recognized an impairment 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. During the year ended May 29, 2022, the Company recognized an impairment of the trademarks in the Curation Foods business segment for Yucatan Foods amounting to $8.4 million. As disclosed in Note 1 - Correction of Error in Previously Reported Fiscal Year 2022 Annual Financial Statements, the Company is restating its previously issued financial statements to record an impairment of the trademarks/tradenames and |
Stock-based Compensation and St
Stock-based Compensation and Stockholders’ Equity | 12 Months Ended |
May 29, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation and Stockholders’ Equity | Stock-based Compensation and Stockholders’ Equity Common Stock and Stock Option Plans On October 16, 2019, following stockholder approval at the Annual Meeting of Stockholders of the Company, the 2019 Stock Incentive Plan (the “Plan”) became effective and replaced the Company’s 2013 Stock Incentive 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. 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 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 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 an 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 29, 2022, 1,700,911 options to purchase shares and restricted stock units (“RSUs”) were outstanding. On October 10, 2013, following stockholder approval at the Annual Meeting of Stockholders of the Company, the 2013 Plan became effective and replaced the Company’s 2009 Stock Incentive Plan. Employees (including officers), consultants and directors of the Company and its subsidiaries and affiliates were eligible to participate in the 2013 Plan. The 2013 Plan provided for the grant of stock options (both nonstatutory and incentive stock options), stock grants, stock units and stock appreciation rights. Under the 2013 Plan, 2.0 million shares were initially available for awards and as of May 29, 2022, 541,374 options to purchase shares and RSUs were outstanding. At May 29, 2022, the Company had 3.7 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 29, 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 29, 2022, May 30, 2021 and May 31, 2020, the fair value of stock option grants was estimated using the following weighted average assumptions: Year Ended May 29, 2022 May 30, 2021 May 31, 2020 Weighted-average grant date fair value $2.62 $2.37 $2.55 Assumptions: Expected life (in years) 2.80 3.36 3.50 Risk-free interest rate 0.45 % 0.23 % 1.01 % Volatility 33 % 33 % 31 % Dividend yield — % — % — % Stock-Based Compensation Activity A summary of the activity under the Company’s stock option plans as of May 29, 2022 and changes during the fiscal year then ended is presented below: 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 26, 2019 2,000,096 $ 12.94 Options granted 435,000 $ 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, 2020 1,716,358 $ 12.15 Options granted 682,600 $ 9.66 Options exercised — $ — $ — Options forfeited (127,714) $ 9.93 Options expired (437,227) $ 13.42 Options outstanding at May 30, 2021 1,834,017 $ 11.07 Options granted 803,000 $ 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, 2022 1,947,686 $ 11.13 4.72 $ 310,682 Options exercisable at May 29, 2022 986,594 $ 10.96 3.73 $ 195,247 A summary of the Company’s restricted stock unit award activity as of May 29, 2022 and changes during the fiscal year then ended is presented below: Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value Per Share Restricted stock units/awards outstanding at May 26, 2019 428,427 $ 12.80 Granted 296,527 $ 9.79 Vested (124,045) $ 11.82 Forfeited (131,361) $ 12.49 Restricted stock units/awards outstanding at May 31, 2020 469,548 $ 11.24 Granted 188,225 $ 10.13 Vested (146,197) $ 11.69 Forfeited (31,180) $ 10.60 Restricted stock units/awards outstanding at May 30, 2021 480,396 $ 10.71 Granted 105,858 $ 11.98 Vested (228,568) $ 11.41 Forfeited (63,087) $ 10.70 Restricted stock units/awards outstanding at May 29, 2022 294,599 $ 10.55 Stock-Based Compensation Expense The following table summarizes the stock-based compensation by statement of operations line item: Year Ended (in thousands) May 29, 2022 May 30, 2021 May 31, 2020 Continuing operations: Cost of sales $ 314 $ 348 $ 118 Research and development 202 223 158 Selling, general and administrative 2,126 2,734 2,099 Discontinued Operations (34) 55 44 Total stock-based compensation $ 2,608 $ 3,360 $ 2,419 As of May 29, 2022, there was $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 1.90 years for stock options and 1.71 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’s discretion without prior notice. During fiscal years 2022, 2021 and 2020, the Company did not purchase any shares on the open market. |
Debt
Debt | 12 Months Ended |
May 29, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 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 mature on October 25, 2022, with the Term Loan requiring quarterly principal payments of $3.0 million and the remainder continuing to be 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 revolving credit facility by entering into two separate Credit Agreements (the "New Credit Agreements") with BMO and Goldman Sachs Specialty Lending Group, L.P. (“Goldman”) and Guggenheim Credit Services, LLC ("Guggenheim"), as lenders (collectively, the “Refinance Lenders”). Pursuant to the credit agreement related to the revolving credit facility, BMO has provided the Company, Curation Foods and Lifecore, as co-borrowers, with an up to $75.0 million revolving line of credit (the “Refinance Revolver”) and serves as administrative agent of the Refinance Revolver. Pursuant to the credit agreement related to the term loan, Goldman and Guggenheim have provided the Company, Curation Foods and Lifecore, as co-borrowers, with an up to $170.0 million term loan facility (split equally between Goldman and Guggenheim) (the “Refinance Term Loan”) and Goldman serves as administrative agent of the Refinance Term Loan. The Refinance Revolver and Refinance Term Loan are guaranteed, and secured by, substantially all of the Company’s and the Company's direct and indirect subsidiaries' assets. The Refinance Term Loan matures on December 31, 2025. The Refinance Revolver matures on December 31, 2025 or, if the Refinance Term Loan remains outstanding on such date, ninety (90) days prior to the maturity date of the Refinance Term Loan (on October 2, 2025). The Refinance Term Loan provides for principal payments by the Company of 5% per annum, payable quarterly in arrears in equal installments, commencing on March 30, 2023, with the remainder due at maturity. Interest on the Refinance Revolver is based upon the Company’s average availability, at a per annum rate of either (i) LIBOR rate plus a spread of between 2.00% and 2.50% or (ii) base rate plus a spread of between 1.00% and 1.50%, plus a commitment fee, as applicable, of 0.375%. Interest on the Refinance Term Loan is at a per annum rate based on either (i) the base rate plus a spread of 7.50% or (ii) the LIBOR rate plus a spread of 8.50%. The Refinance Term Loan Credit Agreement also provides that in the event of a prepayment of any amount other than the scheduled installments within twelve months after the closing date, a penalty will be assessed equal to the aggregate amount of interest that would have otherwise been payable from date of prepayment event until twelve months after the closing date plus 3% of the amount prepaid. The New Credit Agreements provide the Company the right to increase the revolver commitments under the Refinance Revolver, subject to the satisfaction of certain conditions (including consent from BMO), by obtaining additional commitments from either BMO or another lending institution at an amount of up to $15.0 million. The New Credit Agreements contain customary financial covenants and events of default under which the obligations thereunder could be accelerated and/or the interest rate increased in specified circumstances. In connection with the New Credit Agreements, the Company incurred debt issuance costs from the lender and third-parties of $10.3 million. Concurrent with the close of the New Credit Agreements, the Company repaid all outstanding borrowings under the 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 Agreements 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 and had no events of default under the New Credit Agreements. However, as of the Amended Filing Date, the Company was not in compliance with the covenants under the New Credit Agreements and therefore all outstanding amounts under these agreements, as amended (See Note. 15 Subsequent Events), have been reclassified as current. Long-term debt consists of the following as of May 29, 2022 and May 30, 2021 (in thousands) based on the contractual repayment schedule. However, as discussed in Note 1, all amounts have been classified as current on the Consolidated Balance Sheet due to the covenant violations, which causes the debt to be due upon demand as of May 29, 2022. May 29, 2022 May 30, 2021 Term loan $ 103,712 $ 170,000 Total principal amount of long-term debt 103,712 170,000 Less: unamortized debt issuance costs (5,534) (5,098) Total long-term debt, net of unamortized debt issuance costs 98,178 164,902 Less: current portion of long-term debt, net (98,178) — Long-term debt, net $ — $ 164,902 The future minimum principal payments of the Company’s debt for each year presented are as follows (in thousands): Term Loan Fiscal year 2023 2,125 Fiscal year 2024 8,469 Fiscal year 2025 8,422 Fiscal year 2026 84,696 Total $ 103,712 Derivative Instruments On November 1, 2016, the Company entered into an interest rate swap contract (the “2016 Swap”) with BMO at a notional amount of $50.0 million. The 2016 Swap had the effect of changing the Company’s previous term loan obligation from a variable interest rate to a fixed 30-day LIBOR rate of 1.22%. The 2016 Swap matured in September 2021. On June 25, 2018, the Company entered into an interest rate swap contract (the “2018 Swap”) with BMO at a notional amount of $30.0 million. The 2018 Swap had the effect on our previous debt of converting the first $30.0 million of the total outstanding amount of the Company’s 30-day LIBOR borrowings from a variable interest rate to a fixed 30-day LIBOR rate of 2.74%%. The 2018 Swap matured in September 2021. On December 2, 2019, the Company entered into an interest rate swap contract (the “2019 Swap”) with BMO at a notional amount of $110.0 million which decreases quarterly. The 2019 Swap had the effect on our previous debt of converting primarily all of the $110.0 million of the total outstanding amount of the Company’s 30-day LIBOR borrowings from a variable interest rate to a fixed 30-day LIBOR rate of 1.53%. The 2019 Swap will mature in November 2022 and its value is de minimis. |
Income Taxes
Income Taxes | 12 Months Ended |
May 29, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes, As Restated The (benefit) provision for income taxes from continuing operations consisted of the following: (in thousands) Year Ended As restated May 29, 2022 May 30, 2021 May 31, 2020 Current: Federal $ — $ (38) $ (7,723) State 23 74 38 Foreign 356 56 56 Total 379 92 (7,629) Deferred: Federal (5,670) (1,536) (983) State (654) (459) (162) Total (6,324) (1,995) (1,145) Income tax benefit $ (5,945) $ (1,903) $ (8,774) 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 As restated May 29, 2022 May 30, 2021 May 31, 2020 Tax at U.S. statutory rate (1) $ (14,548) $ (2,409) $ (6,435) State income taxes, net of federal benefit (2,195) (304) (1,048) Tax reform/CARES Act — — (2,770) Change in valuation allowance 10,134 2,667 2,014 Tax credit carryforwards (436) (606) (613) Other compensation-related activity 234 249 334 Impairment of goodwill 2,347 — 647 Foreign rate differential (496) (1,414) (986) Other (985) (86) 83 Income tax benefit $ (5,945) $ (1,903) $ (8,774) (1) Statutory rate was 21.0% for fiscal year 2022, 2021 and 2020. The effective tax rate for fiscal year 2022 changed from a tax provision benefit of 16.59% to a tax provision benefit of 8.56%, as restated, in comparison to fiscal year 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, customer relations intangible assets, and property and equipment. 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 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 As restated May 29, 2022 May 30, 2021 Deferred tax assets: Accruals and reserves $ 867 $ 3,366 Net operating loss carryforwards 28,558 21,916 Stock-based compensation 880 1,123 Research and AMT credit carryforwards 5,611 5,150 Lease liability 2,874 5,902 Limitations on business interest expense 4,245 2,411 Goodwill and other indefinite life intangibles 2,745 — Other 750 927 Gross deferred tax assets 46,530 40,795 Valuation allowance (35,942) (10,460) Net deferred tax assets 10,588 30,335 Deferred tax liabilities: Depreciation and amortization (8,614) (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 (10,714) (36,475) Net deferred tax liabilities $ (126) $ (6,140) The effective tax rates for fiscal years 2022 and 2021 differ from the blended statutory federal income tax rate of 21% as a result of several factors, including the change in valuation allowance related with federal, state and foreign deferred balances, foreign rate differential, change in ending state deferred blended rate, impairment of goodwill and intangibles, and the benefit of federal and state research and development credits. The effective tax rates for fiscal year 2020 differ from the blended statutory federal income tax rate of 21% as a result of several factors, including carryback of net operating losses, the change in valuation allowance related with state and foreign deferred balances, foreign rate differential, change in ending state deferred blended rate, impairment of goodwill and fixed assets, and the benefit of federal and state research and development credits. As of May 29, 2022, the Company had federal, foreign, California, Indiana, and other state net operating loss carryforwards of approximately $74.1 million, $25.9 million, $38.1 million, $30.6 million, and $21.0 million, respectively. These losses expire in different periods through 2032, if not utilized. The Company acquired additional net operating losses through the acquisition of 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. As of May 29, 2022, the Company has federal, California, and Minnesota research and development tax credit carryforwards of approximately $2.8 million, $2.1 million, and $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, we determined that as of May 29, 2022, a valuation allowance of $19.1 million (as restated), $8.8 million (as restated), and $8.1 million should be recorded as a result of uncertainty around the utilization of federal, state, and foreign net operating losses, and federal capital loss carryforward. 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, 2022 May 30, 2021 May 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 positions 83 115 121 Unrecognized tax benefits – end of the period $ 1,025 $ 942 $ 827 As of May 29, 2022 the total amount of net unrecognized tax benefits is $1.0 million, of which, $0.9 million, if recognized, would affect 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 29, 2022. The Company does not expect its unrecognized tax benefits to decrease within the next twelve months. Due to tax attribute carryforwards, the Company is subject to examination for tax years 2013 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. |
Leases
Leases | 12 Months Ended |
May 29, 2022 | |
Leases [Abstract] | |
Leases | 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 facilities and equipment under operating lease agreements with various terms and conditions, which expire at various dates through fiscal year 2033. Certain of these leases have renewal options. Finance Leases On September 3, 2015, Lifecore leased an 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 The components of lease cost were as follows: Year Ended Year Ended (In thousands, except term and discount rate) May 29, 2022 May 30, 2021 Finance lease cost: Amortization of leased assets $ 113 $ 117 Interest on lease liabilities 335 348 Operating lease cost 2,212 2,291 Variable lease cost and other 134 15 Sublease income (90) (90) Total lease cost $ 2,704 $ 2,681 Weighted-average remaining lease term: Operating leases 7.41 14.35 Finance leases 0.59 1.60 Weighted-average discount rate: Operating leases 4.78 % 5.00 % Finance leases 10.00 % 10.00 % The Company’s leases have 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 as follows: (in thousands) Operating Leases Finance Leases Total 2023 $ 2,330 $ 3,475 $ 5,805 2024 2,243 10 2,253 2025 2,002 — 2,002 2026 1,928 — 1,928 2027 1,409 — 1,409 Thereafter 3,793 — 3,793 Total lease payments 13,705 3,485 17,190 Less: interest (1,991) (190) (2,181) Present value of lease liabilities 11,714 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 Ended Year Ended (in thousands) May 29, 2022 May 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 leases 335 348 Financing cash flows from finance leases 129 110 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 37 $ 3,137 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. |
Leases | 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 facilities and equipment under operating lease agreements with various terms and conditions, which expire at various dates through fiscal year 2033. Certain of these leases have renewal options. Finance Leases On September 3, 2015, Lifecore leased an 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 The components of lease cost were as follows: Year Ended Year Ended (In thousands, except term and discount rate) May 29, 2022 May 30, 2021 Finance lease cost: Amortization of leased assets $ 113 $ 117 Interest on lease liabilities 335 348 Operating lease cost 2,212 2,291 Variable lease cost and other 134 15 Sublease income (90) (90) Total lease cost $ 2,704 $ 2,681 Weighted-average remaining lease term: Operating leases 7.41 14.35 Finance leases 0.59 1.60 Weighted-average discount rate: Operating leases 4.78 % 5.00 % Finance leases 10.00 % 10.00 % The Company’s leases have 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 as follows: (in thousands) Operating Leases Finance Leases Total 2023 $ 2,330 $ 3,475 $ 5,805 2024 2,243 10 2,253 2025 2,002 — 2,002 2026 1,928 — 1,928 2027 1,409 — 1,409 Thereafter 3,793 — 3,793 Total lease payments 13,705 3,485 17,190 Less: interest (1,991) (190) (2,181) Present value of lease liabilities 11,714 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 Ended Year Ended (in thousands) May 29, 2022 May 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 leases 335 348 Financing cash flows from finance leases 129 110 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 37 $ 3,137 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
May 29, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments At May 29, 2022, the Company was committed to purchase $54.9 million of raw materials. For the fiscal years ended May 29, 2022, May 30, 2021 and 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, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Legal fees are expensed in the period in which they are incurred. Claims Alleging Unfair Labor Practices Curation Foods has been the target of a union organizing campaign which has included three unsuccessful attempts to unionize Curation Foods’ Guadalupe, California processing plant. The campaign has involved a union and over 100 former and current employees of Pacific Harvest, Inc. and Rancho Harvest, Inc. (collectively “Pacific Harvest”), Curation Foods’ former labor contractors at its Guadalupe, California processing facility, bringing legal actions before various state and federal agencies, the California Superior Court, and initiating over 100 individual arbitrations against Curation Foods and Pacific Harvest. The legal actions consisted of various claims, all of which were settled in fiscal year 2017. Under the settlement agreement, the plaintiffs were to be paid in three installments. The Company and Pacific Harvest each agreed to pay one half of the settlement payments. The Company paid the entire first two installments and Pacific Harvest agreed to reimburse the Company for its $2.1 million 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 owns a guacamole manufacturing plant in Mexico called Procesadora Tanok, S de RL de C.V. (“Tanok”). On October 21, 2019, the Company retained Latham & Watkins, LLP to conduct an internal investigation relating to potential environmental and Foreign Corrupt Practices Act (“FCPA”) compliance matters associated with regulatory permitting at the Tanok facility in Mexico. The Company subsequently disclosed to the U.S. Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”) the conduct under investigation, and these agencies have commenced an investigation. The Company has also disclosed the conduct under investigation to the Mexican Attorney General’s Office, which has commenced an investigation, and to Mexican regulatory agencies. The Company is cooperating in the government investigations and requests for information. The conduct at issue began prior to the Yucatan Acquisition, and the agreement for the Yucatan Acquisition provides the Company with certain indemnification rights that may allow the Company to recover the cost of a portion of the liabilities that have been and may be incurred by the Company in connection with these compliance matters. On September 2, 2020, one of the former owners of Yucatan filed a lawsuit against the Company in Los Angeles County Superior Court for breach of employment agreement, breach of contract, breach of holdback agreement, declaratory relief and accounting, and related claims. The Plaintiff seeks over $10 million in damages, including delivery of shares of his stock held in escrow for the indemnification claims described above. On November 3, 2020, the Company filed an answer and cross-complaint against the Plaintiff and other parties for fraud, indemnification, and other claims, and seeking no less than $80 million in damages. At this stage, the ultimate outcome of these or any other investigations, legal actions, or potential claims that may arise from the matters under investigation is uncertain and the Company cannot reasonably predict the timing or outcomes, or estimate the amount of net loss after indemnification, or its effect, if any, on its financial statements. Separately, there are indemnification provisions in the purchase agreement that may allow the Company to recover costs for fraud or breach of the purchase agreement from the seller. Because recovery of amounts are contingent upon a legal settlement, no amounts have been recorded as recoverable costs through May 29, 2022. During the third quarter of fiscal year 2021 the Company reached a resolution with its insurance carrier that resulted in a recovery of $1.6 million which is recorded as a reduction of selling, general and administrative in the Consolidated Statements of Operations for the fiscal year ended May 30, 2021. Absent further material developments in the investigation, the Company does not expect additional material recovery from the insurance carrier. 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 former CEO Albert Bolles, and the Company’s former CFO Gregory Skinner (collectively, the “Landec Parties”), and other defendants in Santa Barbara County Superior Court, entitled Pacific Harvest, Inc., et al. v. Curation Foods, Inc., et al. (No. 20CV00920). The case was brought by Pacific Harvest, Inc. (“Pacific”) and Rancho Harvest, Inc. (“Rancho”), two related companies that have provided labor and employee staffing services to Curation Foods. Among other things, Pacific and Rancho allege that Curation Foods wrongfully decreased its use of Pacific’s staffing services and misappropriated Pacific’s trade secrets when Curation Foods increased its use of another staffing company and transitioned Pacific’s employees to the other staffing company. Pacific and Rancho also allege that Curation Foods breached agreements between the parties related to a loan from Curation Foods, on which Pacific and Rancho have ceased making payments. Pacific Harvest and Rancho 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 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 executed a settlement agreement related to this matter. 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 Legal settlement charge in the Consolidated 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. |
Business Segment Reporting
Business Segment Reporting | 12 Months Ended |
May 29, 2022 | |
Segment Reporting [Abstract] | |
Business Segment Reporting | Business Segment Reporting, As Restated The Company operates using three strategic reportable business segments, aligned with how the Chief Executive Officer, who is the chief operating decision maker (“CODM”), manages the business: the Lifecore segment, the Curation Foods segment, and the Other segment. As discussed in Note 1 - Correction of Error in Previously Reported Fiscal Year 2022 Annual Financial Statements, the Company recorded an impairment charge of $20.0 million related to its Yucatan Foods goodwill. The Company also recorded impairment charges of $8.4 million, $11.9 million, and $5.8 million related to its Yucatan Foods trademarks/tradenames, property and equipment, and customer relationships, intangible assets respectively, in the Curation Foods business segment for the year ended May 29, 2022. The Lifecore segment sells products utilizing hyaluronan, a naturally occurring polysaccharide that is widely distributed in the extracellular matrix of connective tissues in both animals and humans, and non-HA products for medical use primarily in the Ophthalmic, Orthopedic and other markets. The Curation Foods business includes (i) three natural food brands, including O Olive Oil & Vinegar, Yucatan Foods, and Cabo Fresh and (ii) BreatheWay® activities. The Curation Foods segment includes sales of BreatheWay packaging to partners for fruit and vegetable products, sales of olive oils and wine vinegars under the O brand, and sales of avocado products under the brands Yucatan Foods and Cabo Fresh. In December 2021, the Company completed the Eat Smart Disposition. As a result, the Company met the requirements of ASC 205-20 to report the results of the Eat Smart business as discontinued operations. The operating results for the Eat Smart business, in all periods presented, have been reclassified to discontinued operations and are no longer reported in the Curation Foods business segment. See Note 1 – Organization, Basis of Presentation, and Summary of Significant Accounting Policies – Eat Smart Sale and Discontinued Operations for further discussion. The Other segment includes corporate general and administrative expenses, non-Lifecore and non-Curation Foods interest expense, interest income, and income tax expenses. Corporate overhead is allocated between segments based on actual utilization and relative size. All of the Company's assets are located within the United States of America except for its Yucatan production facility in Mexico. The following table presents our property and equipment, net by geographic region (in millions): Year Ended As restated Property and equipment, net May 29, 2022 May 30, 2021 United States $ 115.0 $ 105.3 Mexico 3.5 15.0 Total property and equipment, net $ 118.5 $ 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, 2022 May 30, 2021 May 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 Operations by segment consisted of the following (in thousands): As restated As restated Year Ended May 29, 2022 Lifecore Curation Foods Other Total Product sales $ 109,320 $ 76,466 $ — $ 185,786 Gross profit 43,746 6,624 — 50,370 Net income (loss) from continuing operations 16,675 (47,783) (32,416) (63,524) Loss from discontinued operations, net of tax — (48,114) (3,041) (51,155) Identifiable assets 213,969 59,594 4,243 277,806 Depreciation and amortization 6,673 4,004 80 10,757 Capital expenditures 23,552 2,674 — 26,226 Interest income 72 — 9 81 Interest expense, net — (299) (17,058) (17,357) Income tax (benefit) expense 5,266 (13,831) 2,620 (5,945) Corporate overhead allocation 4,484 1,092 (5,576) — Year Ended May 30, 2021 Product sales $ 98,087 $ 73,459 $ — $ 171,546 Gross profit 38,265 12,206 — 50,471 Net income (loss) from continuing operations 14,461 (357) (23,673) (9,569) Loss from discontinued operations, net of tax — (23,096) — (23,096) Identifiable assets 185,417 121,069 4,680 311,166 Depreciation and amortization 5,502 2,972 97 8,571 Capital expenditures 16,222 3,042 — 19,264 Interest income — — 48 48 Interest expense, net — (545) (9,842) (10,387) Income tax (benefit) expense 4,568 (3,020) (3,451) (1,903) Corporate overhead allocation 4,773 946 (5,719) — Year Ended May 31, 2020 Product sales $ 85,833 $ 74,233 $ — $ 160,066 Gross profit 32,883 6,504 — 39,387 Net income (loss) from continuing operations 11,749 (17,728) (15,892) (21,871) Loss from discontinued operations, net of tax — (16,320) — (16,320) Identifiable assets 165,461 117,427 10,613 293,501 Depreciation and amortization 5,008 3,282 96 8,386 Capital expenditures 10,612 1,472 130 12,214 Interest income — 6 66 72 Interest expense, net — (547) (4,099) (4,646) Income tax (benefit) expense 3,346 (8,686) (3,434) (8,774) Corporate overhead allocation 4,190 868 (5,058) — |
Quarterly Consolidated Financia
Quarterly Consolidated Financial Information (unaudited) | 12 Months Ended |
May 29, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Quarterly Consolidated Financial Information (unaudited) | Quarterly Consolidated Financial Information (unaudited), As Restated The following is a summary of the unaudited quarterly results of operations for fiscal years 2022 and 2021 (in thousands, except for per share amounts) see Note 1 - Correction of Error in Previously Reported Fiscal Year 2022 Annual Financial Statements: As restated As restated As restated Fiscal Year 2022 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Annual Product sales $ 41,632 $ 43,452 $ 53,074 $ 47,628 $ 185,786 Gross profit 10,403 14,635 13,220 12,112 50,370 Net (loss) income from continuing operations (7,214) 3,675 (8,301) (51,684) (63,524) 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) $ (1.75) $ (2.16) Net (loss) income per basic and diluted share from discontinued operations $ (0.08) $ (1.44) $ (0.16) $ (0.06) $ (1.74) Fiscal Year 2021 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Annual Product sales $ 41,995 $ 39,945 $ 44,690 $ 44,916 $ 171,546 Gross profit 7,849 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 14 – Correction of Error in Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited). |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
May 29, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued OperationsAs discussed in Note 1 – Organization, Basis of Presentation, and Summary of Significant Accounting Policies – Eat Smart Sale and Discontinued Operations, on December 13, 2021, we completed the Eat Smart Disposition. Eat Smart represented a component of the business within the Curation Foods segment and its sale represents a strategic shift in the Company going forward. Accordingly, concurrent with the execution of the Asset Purchase Agreement, Eat Smart meets the accounting requirements for reporting as discontinued operations for all periods presented. The key components of loss from discontinued operations for the fiscal years ended May 29, 2022, May 30, 2021, and May 31, 2020 were as follows (in thousands): Year Ended May 29, 2022 May 30, 2021 May 31, 2020 Product sales $ 186,755 $ 372,615 $ 430,300 Cost of product sales 181,555 341,612 394,699 Gross profit 5,200 31,003 35,601 Operating costs and expenses: Research and development 1,918 2,799 3,517 Selling, general and administrative 13,350 27,704 31,514 Impairment of goodwill 32,057 — — Loss on sale of Eat Smart 336 — — Restructuring costs 6,133 13,862 13,231 Total operating costs and expenses 53,794 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 benefit 121 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 $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 totaled $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 result of the Eat Smart Disposition. The carrying amounts of the major classes of assets and liabilities of the Eat Smart business included in assets and liabilities of discontinued operations are as follows (in thousands): May 30, 2021 ASSETS Cash and cash equivalents $ 136 Accounts receivable, less allowance for credit losses 28,583 Inventories 6,587 Prepaid expenses and other current assets 2,312 Total current assets, discontinued operations 37,618 Investment in non-public company, fair value 45,100 Property and equipment, net 59,273 Operating lease right-of-use assets 3,729 Goodwill 35,470 Trademarks/tradenames, net 8,228 Customer relationships, net 2,260 Other assets 80 Total other assets, discontinued operations 154,140 Total assets, discontinued operations $ 191,758 LIABILITIES Accounts payable $ 31,271 Accrued compensation 4,550 Other accrued liabilities 4,041 Current portion of lease liabilities 2,289 Deferred revenue 493 Total current liabilities, discontinued operations 42,644 Long-term lease liabilities 3,252 Other non-current liabilities 729 Non-current liabilities, discontinued operations 3,981 Total liabilities, discontinued operations $ 46,625 |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
May 29, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 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, 2022 Curation Foods Other Total Asset write-off costs $ 3,693 $ — $ 3,693 Employee severance and benefit costs 371 — 371 Lease costs 2,072 — 2,072 Other restructuring costs 289 2,536 2,825 Total restructuring costs $ 6,425 $ 2,536 $ 8,961 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 Foods Other Total Asset write-off costs $ 7,552 $ 418 $ 7,970 Employee severance and benefit costs 559 784 1,343 Lease costs 2,218 26 2,244 Other restructuring costs 323 4,898 5,221 Total restructuring costs $ 10,652 $ 6,126 $ 16,778 The total expected cost related to the restructuring plan is approxim ately $23.0 million. |
Correction of Error in Previous
Correction of Error in Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited) | 12 Months Ended |
May 29, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Correction of Error in Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited) | Correction of Error in Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited) This note is repeated, unchanged, from what previously was reported in Note 1 - Correction of Error in Previously Reported Fiscal Year 2022 Annual Financial Statements to our consolidated financial statements included in Part IV, Item 15 of the Annual Report on Form 10-K. The Company is restating (the “Prior Restatement”) its previously issued (i) unaudited consolidated balance sheets as of February 27, 2022 and May 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 (v) unaudited Note 4, Note 7, Note 8, and Note 9 to the consolidated financial statements, in each case, as previously reported in our Quarterly Report on Form 10-Q for the period ended February 27, 2022 (the “Prior Q3 Interim Financial Statements”). We assessed the materiality of this error in accordance with the U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 99, Materiality and have concluded that the Q3 Interim Prior Financial Statements should be restated. This restatement reflected in the tables below results from corrections by us 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 Q3 Interim 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 effects of this error on our previously reported February 27, 2022 and May 30, 2021 consolidated balance sheets as presented in the Company’s fiscal year 2022 third quarter Form 10-Q are as follows: As reported As restated (in thousands) February 27, 2022 Adjustment February 27, 2022 LIABILITIES AND STOCKHOLDERS’ EQUITY Other accrued liabilities $ 13,735 $ 348 $ 14,083 Total Current Liabilities 90,065 348 90,413 Total Liabilities 181,510 348 181,858 Retained earnings (accumulated deficit) (22,188) (348) (22,536) Total Stockholders’ Equity 144,072 (348) 143,724 Total Liabilities and Stockholders’ Equity $ 325,582 $ — $ 325,582 As reported As restated (in thousands) May 30, 2021 Adjustment May 30, 2021 ASSETS Property and equipment, net $ 112,770 $ 7,516 $ 120,286 Operating lease right-of-use assets 7,480 9,618 17,098 Other assets, discontinued operations 171,274 (17,134) 154,140 Total Assets 502,924 — 502,924 LIABILITIES Current portion of lease liabilities 1,465 135 1,600 Current liabilities, discontinued operations 42,779 (135) 42,644 Total Current Liabilities 101,888 — 101,888 Long-term lease liabilities 9,581 10,778 20,359 Non-current liabilities, discontinued operations 14,759 (10,778) 3,981 Total Liabilities $ 300,140 $ — $ 300,140 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 reported As restated (in thousands, except per share amounts) February 27, 2022 Adjustment February 27, 2022 Product sales $ 53,074 $ — $ 53,074 Cost of product sales 39,179 675 39,854 Gross profit 13,895 (675) 13,220 Operating costs and expenses: Research and development 2,056 — 2,056 Selling, general and administrative 9,725 6,625 16,350 Restructuring cost 5,865 (595) 5,270 Total operating costs and expenses 17,646 6,030 23,676 Operating loss (3,751) (6,705) (10,456) Interest income 20 — 20 Interest expense (4,105) — (4,105) Transition services income — 5,473 5,473 Other income (expense), net 454 — 454 Net loss from continuing operations before taxes (7,382) (1,232) (8,614) Income tax benefit 276 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 tax 104 — 104 Total comprehensive loss $ (12,746) $ (236) $ (12,982) 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 reported As restated (in thousands, except per share amounts) February 27, 2022 Adjustment February 27, 2022 Product sales $ 138,158 $ — $ 138,158 Cost of product sales 99,113 787 99,900 Gross profit 39,045 (787) 38,258 Operating costs and expenses: Research and development 5,785 — 5,785 Selling, general and administrative 27,207 6,906 34,113 Restructuring costs 8,406 (876) 7,530 Total operating costs and expenses 41,398 6,030 47,428 Operating loss (2,353) (6,817) (9,170) Interest income 66 — 66 Interest expense (13,877) — (13,877) Transition services income — 5,473 5,473 Other income (expense), net 642 — 642 Net loss from continuing operations before taxes (15,522) (1,344) (16,866) Income tax benefit 5,012 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 tax 646 — 646 Total comprehensive loss $ (60,122) $ (348) $ (60,470) 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 reported As reported Adjustment As restated As restated Retained Earnings (Accumulated Deficit) Total Retained Earnings (Accumulated Deficit) Total (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, 2021 29,103 193,865 (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 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 reported As restated (in thousands) February 27, 2022 Adjustment February 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 goodwill 32,057 — 32,057 Depreciation, amortization of intangibles, debt costs and right-of-use assets 14,488 — 14,488 Loss on disposal of property and equipment related to restructuring, net 5,185 — 5,185 Deferred taxes (5,471) — (5,471) Loss on sale of Eat Smart 4,354 (4,119) 235 Stock-based compensation expense 1,928 — 1,928 Net loss on disposal of property and equipment held and used 25 — 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 payable 13,055 452 13,507 Accrued compensation (3,849) 1,822 (2,027) Other accrued liabilities (4,195) 4,125 (70) Deferred revenue 204 458 662 Net cash (used in) provided by operating activities (24,435) 2,390 (22,045) Cash flows from investing activities: Proceeds from sale of Eat Smart 73,500 — 73,500 Sale of Investment in non-public company 45,100 — 45,100 Purchases of property and equipment (18,539) — (18,539) Proceeds from sales of property and equipment 1,096 — 1,096 Eat Smart sale net working capital adjustment and cash sale expenses — (2,390) (2,390) Net cash provided by investing activities 101,157 (2,390) 98,767 Net cash used in financing activities (76,163) — (76,163) Net increase in cash, cash equivalents and restricted cash 559 — 559 Cash, cash equivalents and restricted cash, beginning of period 1,295 — 1,295 Cash, cash equivalents and restricted cash, end of period $ 1,854 $ — $ 1,854 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 Ended Nine Months Ended As reported As restated As reported As restated (in thousands, except per share amounts) February 27, 2022 Adjustment February 27, 2022 February 27, 2022 Adjustment February 27, 2022 Numerator: Net loss $ (12,850) $ (236) $ (13,086) $ (60,768) $ (348) $ (61,116) Denominator: Weighted average shares for diluted net loss per share 29,482 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) 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) Lifecore Curation Foods Other Total Three Months Ended February 27, 2022 Gross profit, as reported $ 12,905 $ 990 $ — $ 13,895 Adjustment — (675) — (675) Gross profit, as restated 12,905 315 — 13,220 Net income (loss) from continuing operations, as reported 5,054 (5,848) (6,312) (7,106) Adjustment — (1,195) — (1,195) Net income (loss) from continuing operations, as restated 5,054 (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 restated 30,384 7,874 — 38,258 Net income (loss) from continuing operations, as reported 11,317 5,513 (27,340) (10,510) Adjustment — (1,330) — (1,330) Net income (loss) from continuing operations, as restated 11,317 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, 2022 Lifecore Curation Foods Other Total 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 (In thousands) Nine Months Ended February 27, 2022 Lifecore Curation Foods Other Total 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 30, 2021 carrying amounts of the major classes of assets and liabilities of the Eat Smart business included in assets and 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 reported As restated (in thousands) May 30, 2021 Adjustment May 30, 2021 ASSETS Property and equipment, net $ 66,789 $ (7,516) $ 59,273 Operating lease right-of-use assets 13,347 (9,618) 3,729 Other assets, discontinued operations 171,274 (17,134) 154,140 LIABILITIES Current portion of lease liabilities 2,424 (135) 2,289 Current liabilities, discontinued operations 42,779 (135) 42,644 Long-term lease liabilities 14,030 (10,778) 3,252 Non-current liabilities, discontinued operations 14,759 (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 reported As restated (in thousands) February 27, 2022 Adjustment February 27, 2022 Operating costs and expenses: Loss on sale of Eat Smart $ 4,354 $ (4,119) $ 235 Restructuring cost 86 3,123 3,209 Total operating costs and expenses 5,601 (996) 4,605 Operating loss (5,762) 996 (4,766) Income tax benefit 222 (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: As reported As restated (in thousands) February 27, 2022 Adjustment February 27, 2022 Operating costs and expenses: Loss on sale of Eat Smart $ 4,354 $ (4,119) $ 235 Restructuring cost 1,519 3,123 4,642 Total operating costs and expenses 53,198 (996) 52,202 Operating loss (47,998) 996 (47,002) Income tax benefit 422 (14) 408 Loss from discontinued operations, net of tax $ (50,258) $ 982 $ (49,276) |
Subsequent Events
Subsequent Events | 12 Months Ended |
May 29, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsSale 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 Purchaser in exchange for an aggregate purchase price of $3.2 million. The Purchase Agreement included various representations, warranties and covenants of the parties generally customary for a transaction of this nature. Upon the sale, the Company received net proceeds of $3.1 million and recorded a gain of $2.1 million. Securities Purchase Agreement On November 25, 2022, the Company simultaneously signed and closed a Securities Purchase Agreement (the “Agreement”) with an existing shareholder for the sale and issuance of 627,746 shares of its Common Stock (par value $0.001 per share) at a price per share equal to $7.97 , for an aggregate purchase price of $5.0 million. Pursuant to the Agreement, the Company granted the purchaser certain piggyback registration rights and agreed, among other things, to indemnify such party under any registration statement filed that includes the shares from certain losses, claims, damages and liabilities. The proceeds will be used for capital expenditures associated with equipment manufacturing milestones based on demand from the Company’s development pipeline. Limited waiver and Fourth Amendment to Term Loan and Revolver Credit Agreements On January 9, 2023, the Company entered into a Limited Waiver and Fourth Amendment to its existing term loan agreement with Goldman Sachs Specialty Lending Group, L.P. and Guggenheim Credit Services, LLC (“Amended Term Loan”) and its revolver credit agreement with BMO Harris Bank, N.A. (“Amended Revolver Credit Agreement” together with the Amended Term Loan, the “Credit Agreements”). Among other things, the limited waiver provided relief from events of default under the Credit Agreements related to certain financial covenant requirements as of November 27, 2022. There were no changes to the respective lending parties to the Credit Agreements. The Credit Agreements also provided for certain updates to the existing terms and covenants, including waiving the Fixed Charge Coverage and Leverage Ratios for the quarters ending November 27, 2022 and February 26, 2023 and were revised for all subsequent quarters; and the Minimum Consolidated Liquidity was reduced from $7.5 million to $1.0 million for the period from the effective date of the Amended Term Loan until May 28, 2023, then increasing to $7.5 million for subsequent periods. The Credit Agreements do not provide for any waiver of current or forecasted covenant violations as of the date of issuance of the consolidated financial statements. Amended Term Loan Pursuant to the Amended Term Loan, the term loan facility will remain at $170.0 million (comprised of the Initial Term Loan and Multi-Draw Term Loan, collectively, the “Term Loan”). The Amended Term Loan provides for principal payments by the Company of 5% per annum, payable quarterly in arrears in equal installments, commencing on February 28, 2025 (formerly March 30, 2023) with the remainder due at its original maturity date of December 25, 2025. Interest on the amounts outstanding under the Term Loan will include payment-in-kind interest (“PIK interest”) at the annual rate of 2%. The PIK interest expense charges will be added to the outstanding principal of the Term Loan. There were no changes to the spreads used in the determination of interest. Interest on the Term Loan is at a per annum rate based on either (i) the base rate plus a spread of 7.50% for the Initial Term Lean; or (ii) the SOFR rate plus a spread of 8.50% % for the Multi-Draw Loan. The Company paid a one-time amendment fee to the Term Loan lenders in an amount equal to 3% of the principal amount as of January 9, 2023. Amended Revolver Credit Agreement Pursuant to the Amended Revolver Credit, the revolving line of credit commitment was reduced from $75.0 million to $60.0 million. This commitment was further reduced to $50.0 million upon the sale of Yucatan. The Amended Revolver Credit maintained the original maturity date of December 25, 2025. There were no changes to the spreads used in the determination of the interest rate. Interest on Revolver is based upon the Company’s average availability, at a per annum rate of either (i) secured overnight finance rate or SOFR rate (formerly used LIBOR) plus a spread of between 2.00% and 2.50% or (ii) base rate plus a spread of between 1.00% and 1.50%, plus a commitment fee, as applicable, of 0.375%; and plus (iii) for the period from December 1, 2022 until January 31, 2023, additional 2% per annum. Series A Preferred Share Purchase Agreement On January 9, 2023, the Company simultaneously signed and closed a Securities Purchase Agreement (the “Purchase Agreement”) with a group of qualified investors. Pursuant to the Purchase Agreement, the Company issued and sold an aggregate of 38,750 shares of a new series of convertible preferred stock of the Company designated as Series A Preferred Shares, par value $0.001 per share (the “Preferred Shares”) for an aggregate of $38.75 million. The Preferred Shares rank senior to the Company’s Common Stock with respect to dividends, distributions and payments on liquidation, winding up and dissolution. Each holder of Preferred Shares has the right, at its option, to convert its Preferred Share, in whole or in part, into fully paid and non-assessable shares of our Common Stock at an initial conversion price equal to $7.00 per share. The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events, and is also subject to adjustment in the event of subsequent offerings of Common Stock or convertible securities by the Company for less than the conversion price. Immediately following the Closing, two Series A Preferred Share Directors were appointed to the Company’s Board of Directors. Sale of Curation Foods’ Avocado Business On February 7, 2023, the Company simultaneously signed and closed a Securities Purchase Agreement for the sale of all its outstanding equity interests in its Curation Foods’ avocado products business (the “SPA”) for an aggregate purchase price of $17.5 million in cash, subject to customary net working capital adjustments (the “Sale”). The SPA included a working capital adjustment period, various representations, warranties, and covenants of the parties generally customary for a transaction of this nature. The Company has entered into a Transition Services Agreement with the buyer to provide for a customary and orderly transition of the business, and such fees earned, and costs incurred for such transition services shall be included in continuing operations in subsequent periods. The Company expects to recognize a loss on the Sale in the third quarter ended February 26, 2023 of approximately $15 million to $17 million. |
Organization, Basis of Presen_2
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 29, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and 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. Arrangements that are not controlled through voting or similar rights are reviewed under the guidance for variable interest entities (“VIEs”). A company is required to consolidate the assets, liabilities and operations of a VIE if it is determined to be the primary beneficiary of the VIE. An entity is a VIE and subject to consolidation, if by design: a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders or b) as a group the holders of the equity investment at risk lack any one of the following three characteristics: (i) the power, through voting rights or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity. The Company reviewed the consolidation guidance and concluded that the equity investment in the non-public company by the Company is not a VIE. |
Basis of Presentation and Consolidation | Basis of Presentation and 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. Arrangements that are not controlled through voting or similar rights are reviewed under the guidance for variable interest entities (“VIEs”). A company is required to consolidate the assets, liabilities and operations of a VIE if it is determined to be the primary beneficiary of the VIE. An entity is a VIE and subject to consolidation, if by design: a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders or b) as a group the holders of the equity investment at risk lack any one of the following three characteristics: (i) the power, through voting rights or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity. The Company reviewed the consolidation guidance and concluded that the equity investment in the non-public company by the Company is not a VIE. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates that require management’s most significant and subjective judgments include revenue recognition; loss contingencies; sales returns and credit losses; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability and measurement of fair value of long-lived and indefinite lived assets (including intangible assets and goodwill), and inventory; and the valuation and recognition of stock-based compensation. These estimates involve the consideration of complex factors and require management to make judgments. The analysis of historical and future trends can require extended periods of time to resolve and are subject to change from period to period. The actual results may differ from management’s estimates. |
Concentrations of Risk | Concentrations of Risk Cash and cash equivalents and trade accounts 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, as a consequence, believes that trade receivables 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. |
Impairment of Long-Lived Assets | 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 | Financial Instruments The Company’s financial instruments are primarily composed of commercial-term trade payables, debt instruments, and derivative instruments. For short-term instruments, the historical carrying amount approximates the fair value of the instrument. The fair value of long-term debt and lines of credit approximates their carrying value. Cash Flow Hedges The Company has entered into interest rate swap agreements to manage interest rate risk. These derivative instruments may offset a portion of the changes in interest expense. The Company designates these derivative instruments as cash flow hedges. The Company accounts for its derivative instruments as either an asset or a liability and carries them at fair value in Other assets or Other non-current liabilities. The accounting for changes in the fair value of the derivative instrument depends on the intended use of the derivative instrument and the resulting designation. For derivative instruments that hedge the exposure to variability in expected future cash flows and are designated as cash flow hedges, the entire change in the fair value of the hedging instrument is recorded as a component of Accumulated other comprehensive loss (“AOCL”) in Stockholders’ Equity. Those amounts are subsequently reclassified to earnings in the same line item in the Consolidated Statement of Operations as impacted when the hedged item affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. During the third quarter of fiscal year 2021, the Company discontinued its hedge accounting prospectively since it was determined that the derivatives are no longer highly effective in offsetting changes in the net investment. The derivatives continue to be carried at fair value in the accompanying Consolidated Balance Sheets with changes in their fair values from the date of discontinued hedge accounting recognized in current period earnings in Other income (expense), net in the Consolidated Statements of 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 |
Accounts Receivable and Sales Returns and Allowance for Doubtful Accounts | Accounts Receivable, Sales Returns and Allowance for Credit Losses The Company carries its accounts receivable at their face amounts less an allowance for estimated sales returns and credit losses. Sales return allowances are estimated based on historical sales return amounts. The Company uses the loss rate method to estimate its expected credit losses on trade accounts receivable and contract assets. In order to estimate expected credit losses, the Company assessed recent historical experience, current economic conditions and any reasonable and supportable forecast to identify risk characteristics that are shared within the financial asset. These risk characteristics are then used to bifurcate the loss rate method into risk pools. The risk pools were determined based on the industries in which the Company operates. Historical credit loss for each risk pool is then applied to the current period aging as presented in the identified risk 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. The information obtained from assessing historical experience, current economic conditions and reasonable and supportable forecasts were used to identify risk characteristics that can affect future credit loss experience. There were no significant risk characteristics identified in the review of historical experiences or in the review of estimates of current economic conditions and forecasts. Estimating credit losses based on risk characteristics requires significant judgment by management. Significant judgments include, but are not limited to: assessing current economic conditions and the extent to which they are relevant to the existing characteristics of the Company’s financial assets, the estimated life of financial assets, and the level of reliance on historical experience in light of economic conditions. The Company will continually review and update, when necessary, its historical risk characteristics that are meaningful to estimating credit losses, any new risk characteristics that arise in the natural course of business, and the estimated life of its financial assets. |
Basis of Presentation and Consolidation, Revenue Recognition, Deferred Revenue | Contract assets primarily relate to the Company’s conditional right to consideration for work completed but not billed at the reporting date.Contract liabilities primarily relate to payments received from customers in advance of performance under the contract. Revenue Recognition The Company follows the five step, principles-based model to recognize revenue upon the transfer of promised goods or services to customers and in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. Revenue, net of estimated allowances and returns, is recognized when or as the Company satisfies its performance obligations under a contract and control of the product is transferred to the customer. Lifecore Lifecore generates revenue from two integrated activities: CDMO and Fermentation. CDMO is comprised of aseptic and development services. Lifecore’s standard terms of sale are generally included in its contracts and purchase orders. Shipping and other transportation costs charged to customers are recorded in both revenue and cost of goods sold. Lifecore has elected to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. Lifecore’s standard payment terms with its customers generally range from 30 days to 60 days. Aseptic Lifecore provides aseptic formulation and filling of syringes and vials with precisely formulated medical grade HA and non-HA materials for injectable products used for medical purposes. In instances where our customers contract with us to aseptically fill syringes or vials with our HA, the goods are not distinct in the context of the contract. Lifecore recognizes revenue for these products at the point in time when legal title to the product is transferred to the customer, which is at the time that shipment is made or upon delivery of the product. Development Services Lifecore provides product development services to assist its customers in obtaining regulatory approval for the commercial sale of their drug product. These services include activities such as technology development, material component changes, analytical method development, formulation development, pilot studies, stability studies, process validation and production of materials for use within clinical studies. The Company’s customers benefit from the expertise of its scientists who have extensive experience performing such tasks. Each of the promised goods and services are not distinct in the context of the contract as the goods and services are highly interdependent and interrelated. The services described above are significantly affected by each other because Lifecore would not be able to fulfill its promise by transferring each of the goods or services independently. Revenues generated from development services arrangements are recognized over time as Lifecore is creating an asset without an alternate use as it is unique to the customer. Furthermore, the Company has an enforceable right to payment for the performance completed to date for its costs incurred in satisfying the performance obligation plus a reasonable profit margin. For each of the development activities performed by Lifecore as described above, labor is the primary input (i.e., labor costs represent the majority of the costs incurred in the completion of the services). The Company determined that labor hours are the best measure of progress as it most accurately depicts the effort extended to satisfy the performance obligation over time. Fermentation Lifecore manufactures and sells pharmaceutical-grade sodium hyaluronate (“HA”) in bulk form to its customers. The HA produced is distinct as customers are able to utilize the product provided under HA supply contracts when they obtain control. Lifecore recognizes revenue for these products at the point in time when legal title to the product is transferred to the customer, which is at the time that shipment is made or upon delivery of the product to our customer. Curation Foods Curation Foods’ standard terms of sale, both prior to and following the Eat Smart Disposition, are generally included in its contracts and purchase orders. Revenue is recognized at the time shipment is made or upon delivery as control of the product is transferred to the customer. Shipping and other transportation costs charged to customers are recorded in both revenue and cost of goods sold. Curation Foods has elected to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. Curation Foods’ standard payment terms with its customers generally range from 30 days to 90 days. Deferred Revenue Cash received in advance of services performed are recorded as deferred revenue. |
Shipping and Handling Costs | Shipping and Handling Costs Amounts billed to third-party customers for shipping and handling are included as a component of revenues. Shipping and handling costs incurred are included as a component of cost of products sold and represent costs incurred to ship product from the processing facility or distribution center to the end consumer markets. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company records all highly liquid securities with three months or less from date of purchase to maturity as cash equivalents. Cash equivalents consist mainly of money market funds. The market value of cash equivalents approximates their historical cost given their short-term nature. |
Inventories | InventoriesInventories are stated at the lower of cost (using the first-in, first-out method) or net realizable value.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 ExpenseAdvertising expenditures for the Company are expensed as incurred and included in selling, general, and administrative in the accompanying Consolidated Statements of Operations. |
Related Party Transactions | 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 Long-Lived Intangible Assets, As Restated Property and equipment and long-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. Customer relationships are amortized to 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 Property, plant and equipment and long-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, customer attrition, alternative uses for the assets and estimated proceeds from the disposal of the assets as well as the appropriate discount rates applied to those cash flows to determine fair value. 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 O property and equipment, and long-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 long-lived and indefinite-lived assets on the Consolidated Statements of Operations, and is in the Curation Foods business segment. As discussed in Note 1 - Correction of Error in Previously Reported Fiscal Year 2022 Annual Financial Statements, the Company is restating its previously issued financial statements resulting from errors related to certain impairment charges related to the Company’s Curation Foods. As restated, during fiscal year 2022, the Company recorded impairment charges of $5.8 million and $11.9 million related to Yucatan Foods customer relationships, and property & equipment, respectively. These impairment charges were primarily a result of an indication of a decrease in the fair market values of the 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 long-lived and indefinite-lived assets on the Consolidated Statements of Operations and are in the Curation Foods business segment. |
Impairment Review of Goodwill and Indefinite-Lived Intangible Asset | Impairment Review of Goodwill and Indefinite-Lived Intangible Asset, As Restated 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 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. With respect to goodwill, 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, 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. 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 and rate of return an outside investor could expect to earn. 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 rates, and gross margin and gross margin growth rates. Changes in such estimates or the 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. For trademarks/tradenames 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 royalty savings method to estimate the fair value of its trademarks/tradenames. 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. |
Investments in Non-Public Company | Investment in Non-Public Company On February 15, 2011, the Company made an investment in Windset which is reported at fair value in the accompanying Consolidated Balance Sheets as of May 30, 2021. The Company has elected to account for its investment in Windset under the fair value option. See Note 2 – Investment in Non-public Company for further information. On June 1, 2021, the Company sold all of its equity interest in Windset to the Newell Capital Corporation and Newell Brothers Investment 2 Corp. |
Business Interruption Insurance Recoveries | Amounts received on insurance recoveries |
Income Taxes | 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 |
Per Share Information | Per Share Information, As Restated 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. |
Research and Development Expenses | 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 | Accounting for Stock-Based Compensation The Company’s stock-based awards include stock option grants and RSUs. The Company records compensation expense for stock-based awards issued to employees and directors in exchange for services provided based on the estimated fair value of the awards on their grant dates and is recognized over the required service periods, generally the vesting period. The 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 | Employee Savings and Investment Plans The Company sponsors a 401(k) plan (“Landec Plan”), which is available to all full-time Landec employees and allows participants to contribute from 1% to 50% of their salaries, up to the Internal Revenue Service limitation into designated |
Fair Value Measurements | Fair Value Measurements The Company uses fair value measurement accounting for financial assets and liabilities and for financial instruments and certain other items measured at fair value. The Company has elected the fair value option for its investment in a non-public company. The Company has not elected the fair value option for any of its other eligible financial assets or liabilities. Applicable accounting guidance establishes a three-tier hierarchy for fair value measurements, which prioritizes the inputs used in measuring fair value as follows: Level 1 – observable inputs such as quoted prices for identical instruments in active markets. Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data. Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions. As of May 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. 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. |
Organization, Basis of Presen_3
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
May 29, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Components of AOCL, Net of Tax | The components of AOCL, net of tax, are as follows (in thousands): AOCL Balance as of May 30, 2021 $ (1,358) Amounts reclassified from OCI 772 Other comprehensive (loss) income, net 772 Balance as of May 29, 2022 $ (586) |
Summary of Allowance for Sales Returns and Doubtful Accounts | The changes in the Company’s allowance for sales returns and credit losses are summarized in the following table (in thousands): Balance at Provision (benefit) for expected credit losses Write offs, Balance at Year Ended May 31, 2020 $ 644 $ (460) $ 2 $ 186 Year Ended May 30, 2021 $ 186 $ 187 $ (288) $ 85 Year Ended May 29, 2022 $ 85 $ (14) $ (6) $ 65 |
Disaggregation of Revenue | The Company disaggregates its revenue by segment based on how it markets its products and services and reviews results of operations. The following tables disaggregate segment revenue by major product lines and services (in thousands): Year Ended Lifecore: May 29, 2022 May 30, 2021 May 31, 2020 Contract development and manufacturing organization $ 86,313 $ 75,297 $ 64,781 Fermentation 23,007 22,790 21,052 Total $ 109,320 $ 98,087 $ 85,833 Year Ended Curation Foods: May 29, 2022 May 30, 2021 May 31, 2020 Avocado products $ 65,269 $ 63,575 $ 62,194 Olive oil and wine vinegars 9,287 7,589 7,783 Technology 1,910 2,295 4,256 Total $ 76,466 $ 73,459 $ 74,233 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows (in thousands): May 29, 2022 May 30, 2021 May 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 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows (in thousands): May 29, 2022 May 30, 2021 May 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 |
Schedule of Inventories | As of May 29, 2022 and May 30, 2021, inventories consisted of the following (in thousands): Year Ended May 29, 2022 May 30, 2021 Finished goods $ 33,029 $ 40,204 Raw materials 24,221 16,644 Work in progress 9,595 6,228 Total inventories $ 66,845 $ 63,076 |
Schedule of Diluted Net (Loss) Income Per Share | The following table sets forth the computation of basic and diluted net loss per share: Year Ended As restated (in thousands, except per share amounts) May 29, 2022 May 30, 2021 May 31, 2020 Numerator: Net loss $ (114,679) $ (32,665) $ (38,191) Denominator: Weighted average shares for basic net loss per share 29,466 29,294 29,162 Effect of dilutive securities: Stock options and restricted stock units — — — Weighted average shares for diluted net loss per share 29,466 29,294 29,162 Basic and diluted net loss per share $ (3.90) $ (1.12) $ (1.31) |
Schedule of Effect of Significant Unobservable Inputs for Investment | 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 rates 7% (6.9%) Expense growth rates 0% to 8% (5.5%) Discount rates 10% |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the fair value of the Company’s assets and liabilities that are measured at fair value on a recurring and non-recurring basis (in thousands): Fair Value at May 29, 2022 Fair Value at May 30, 2021 Assets: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets held for sale - nonrecurring $ — $ — $ 1,027 $ — $ — $ — Current assets, discontinued operations Assets held for sale - nonrecurring — — — — — 515 Other assets, discontinued operations Investment in non-public company — — — — — 45,100 Property & equipment, as restated — 3,500 — — — — Customer relationships, as restated — — 1,400 — — — Tradenames, as restated — — 4,000 — — — Total assets $ — $ 3,500 $ 6,427 $ — $ — $ 45,615 Liabilities: Interest rate swap contracts $ — $ — $ — $ — $ 1,736 $ — Total liabilities $ — $ — $ — $ — $ 1,736 $ — |
Schedule of Fair Value Reconciliation of Level 3 | 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 29, 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 $ — |
Schedule of Error Corrections and Prior Period Adjustments | The effects of these errors on our previously reported consolidated balance sheet as presented in the Original Report are as follows: As reported As restated (in thousands) May 29, 2022 Adjustment May 29, 2022 ASSETS Property and equipment, net $ 130,435 $ (11,904) $ 118,531 Trademarks/tradenames, net $ 8,400 $ 300 $ 8,700 Customer relationships, net $ 7,150 $ (5,750) $ 1,400 Total Assets $ 295,160 $ (17,354) $ 277,806 LIABILITIES AND STOCKHOLDERS’ EQUITY Deferred taxes, net $ 232 $ (106) $ 126 Total Liabilities $ 187,215 $ (106) $ 187,109 Retained earnings (accumulated deficit) $ (58,851) $ (17,248) $ (76,099) Total Stockholders’ Equity $ 107,945 $ (17,248) $ 90,697 Total Liabilities and Stockholders’ Equity $ 295,160 $ (17,354) $ 277,806 The effects of this error on our previously reported consolidated statement of operations and statement of comprehensive (loss) income for the year ended May 29, 2022 as reported in the Original Report are as follows: Year Ended As reported As restated (in thousands, except per share amounts) May 29, 2022 Adjustment May 29, 2022 Product sales $ 185,786 $ — $ 185,786 Cost of product sales 135,416 — 135,416 Gross profit 50,370 — 50,370 Operating costs and expenses: Research and development 7,841 — 7,841 Selling, general and administrative 46,127 — 46,127 Impairment of goodwill and long-lived and indefinite-lived assets 28,735 17,354 46,089 Restructuring costs 8,961 — 8,961 Total operating costs and expenses 91,664 17,354 109,018 Operating loss (41,294) (17,354) (58,648) Interest income 81 — 81 Interest expense, net (17,357) — (17,357) Transition services income 5,814 — 5,814 Other income (expense), net 641 — 641 Net loss from continuing operations before taxes (52,115) (17,354) (69,469) Income tax benefit 5,839 106 5,945 Net loss from continuing operations (46,276) (17,248) (63,524) Discontinued operations: Loss from discontinued operations (51,276) — (51,276) Income tax benefit 121 — 121 Loss from discontinued operations, net of tax (51,155) — (51,155) Net loss $ (97,431) $ (17,248) $ (114,679) Basic net loss per share: Loss from continuing operations $ (1.57) $ (0.59) $ (2.16) Loss from discontinued operations (1.74) — (1.74) Total basic net loss per share $ (3.31) $ (0.59) $ (3.90) Diluted net loss per share: Loss from continuing operations $ (1.57) $ (0.59) $ (2.16) Loss from discontinued operations (1.74) — (1.74) Total diluted net loss per share $ (3.31) $ (0.59) $ (3.90) Total comprehensive loss $ (96,659) $ (17,248) $ (113,907) The effects of this error on our previously reported consolidated statement of changes in stockholders’ equity for the year ended May 29, 2022 as reported in the Original Report are as follows: As reported As reported Adjustment As restated As restated Retained Total Retained Total (In thousands) Balance at May 30, 2021 $ 38,580 $ 202,784 $ — $ 38,580 $ 202,784 Issuance of stock under stock plans, net of shares withheld — 1 — — 1 Taxes paid by Company for employee stock plans — (789) — — (789) Stock-based compensation — 2,608 — — 2,608 Net loss (97,431) (97,431) (17,248) (114,679) (114,679) Other comprehensive income, net of tax — 772 — — 772 Balance at May 29, 2022 $ (58,851) $ 107,945 $ (17,248) $ (76,099) $ 90,697 The effects of this error on our previously reported consolidated statement of cash flows for the year ended May 29, 2022 as reported in the Original Report are as follows: As reported As restated (in thousands) May 29, 2022 Adjustment May 29, 2022 Cash flows from operating activities: Net loss $ (97,431) $ (17,248) $ (114,679) Adjustments to reconcile net loss to net cash used in operating activities: Impairment of goodwill and long-lived and indefinite-lived assets $ 60,792 $ 17,354 $ 78,146 Deferred taxes $ (6,884) $ (106) $ (6,990) Net cash used in operating activities $ (24,399) $ — $ (24,399) The effects of this error on our previously reported basic and diluted earnings per share for the year ended May 29, 2022 as presented in Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Per Share information of the audited financial statements reported in the Original Report are as follows: Year Ended As reported As restated (in thousands, except per share amounts) May 29, 2022 Adjustment May 29, 2022 Numerator: Net loss $ (97,431) $ (17,248) $ (114,679) Denominator: Weighted average shares for basic and diluted net loss per share 29,466 — 29,466 Basic and diluted net loss per share $ (3.31) $ (0.59) $ (3.90) The effects of this error on our previously reported property and equipment as of May 29, 2022 as presented in Note 3 - Property and Equipment of the audited financial statements reported in the Original Report, to record the impairment of property and equipment related to Yucatan as an adjustment to the historical cost, are as follows: As reported As restated (in thousands) May 29, 2022 Adjustment May 29, 2022 Land $ 3,710 $ — $ 3,710 Buildings 60,271 (1,912) 58,359 Leasehold improvements 6,793 (1,650) 5,143 Computers, capitalized software, machinery, equipment and autos 88,936 (13,962) 74,974 Furniture and fixtures 2,290 (191) 2,099 Construction in process 22,935 (149) 22,786 Gross property and equipment $ 184,935 $ (17,864) $ 167,071 Less accumulated depreciation and amortization (54,500) 5,960 (48,540) Property and equipment, net $ 130,435 $ (11,904) $ 118,531 The effects of this error on our previously reported intangible assets for the year ended May 29, 2022 as presented in Note 4 - Goodwill and Intangible Assets of the audited financial statements reported in the Original Report are as follows: Gross Carrying Amount Accumulated Amortization As reported As restated As reported As restated May 29, 2022 Adjustment May 29, 2022 May 29, 2022 Adjustment May 29, 2022 Customer relationships Yucatan Foods (Curation Foods) $ 11,000 $ (9,600) $ 1,400 $ 3,850 $ (3,850) $ — Total customer relationships $ 14,700 $ (9,600) $ 5,100 $ 7,550 $ (3,850) $ 3,700 Trademarks/tradenames Yucatan Foods (Curation Foods) $ 3,700 $ 300 $ 4,000 $ — $ — $ — Total trademarks/tradenames $ 8,400 $ 300 $ 8,700 $ — $ — $ — Total intangible assets $ 23,100 $ (9,300) $ 13,800 $ 7,550 $ (3,850) $ 3,700 The amortization expense for each year presented are as follows (in thousands): As reported Adjustment As restated Fiscal year 2023 $ 1,100 $ (885) $ 215 Fiscal year 2024 1,100 (885) 215 Fiscal year 2025 1,100 (885) 215 Fiscal year 2026 1,100 (885) 215 Fiscal year 2027 1,100 (885) 215 Total $ 5,500 $ (4,425) $ 1,075 The effects of this error on our previously reported income taxes for the year ended May 29, 2022 as presented in Note 7 - Income Taxes of the audited financial statements reported in the Original Report are as follows: Year Ended As reported As restated (in thousands) May 29, 2022 Adjustment May 29, 2022 Deferred: Federal (5,562) (108) (5,670) State (656) 2 (654) Total (6,218) (106) (6,324) Income tax benefit $ (5,839) $ (106) $ (5,945) (in thousands) Year Ended As reported As restated May 29, 2022 Adjustment May 29, 2022 Tax at U.S. statutory rate $ (10,904) $ (3,644) $ (14,548) State income taxes, net of federal benefit (1,639) (556) (2,195) Tax reform/CARES Act — — — Change in valuation allowance 6,040 4,094 10,134 Tax credit carryforwards (436) — (436) Other compensation-related activity 234 — 234 Impairment of goodwill 2,347 — 2,347 Foreign rate differential (496) — (496) Other (985) — (985) Income tax benefit $ (5,839) $ (106) $ (5,945) Effective Tax Rate 11.20 % (2.64) % 8.56 % (in thousands) Year Ended As reported As restated May 29, 2022 Adjustment May 29, 2022 Deferred tax assets: Accruals and reserves $ 867 $ — $ 867 Net operating loss carryforwards 28,558 — 28,558 Stock-based compensation 880 — 880 Research and AMT credit carryforwards 5,611 — 5,611 Lease liability 2,874 — 2,874 Limitations on business interest expense 4,245 — 4,245 Goodwill and other indefinite life intangibles 1,426 1,319 2,745 Other 750 750 Gross deferred tax assets 45,211 1,319 46,530 Valuation allowance (31,848) (4,094) (35,942) Net deferred tax assets 13,363 (2,775) 10,588 Deferred tax liabilities: Depreciation and amortization (11,495) 2,881 (8,614) Right of use asset (2,100) — (2,100) Deferred tax liabilities (13,595) 2,881 (10,714) Net deferred tax liabilities $ (232) $ 106 $ (126) The effects of this error on our previously reported operations by business segment for the year ended May 29, 2022 as presented in Note 10 - Business Segment Reporting of the audited financial statements reported in the Original Report are as follows: (In Thousands) Lifecore Curation Foods Other Total Net income (loss) from continuing operations, as reported $ 16,675 $ (30,429) $ (32,522) $ (46,276) Adjustment — (17,354) 106 (17,248) Net income (loss) from continuing operations, as restated $ 16,675 $ (47,783) $ (32,416) $ (63,524) Income tax (benefit) expense, as reported $ 5,266 $ (13,831) $ 2,726 $ (5,839) Adjustment — — (106) (106) Income tax (benefit) expense, as restated $ 5,266 $ (13,831) $ 2,620 $ (5,945) Identifiable assets, as reported $ 213,969 $ 76,948 $ 4,243 $ 295,160 Adjustment — (17,354) — (17,354) Identifiable assets, as restated $ 213,969 $ 59,594 $ 4,243 $ 277,806 (in million) Year Ended As reported As restated Property and equipment, net May 29, 2022 Adjustment May 29, 2022 United States $ 115.0 $ — $ 115.0 Mexico $ 15.4 $ (11.9) $ 3.5 Total property and equipment, net $ 130.4 $ (11.9) $ 118.5 The effects of this error on our previously reported quarterly consolidated financial information as of May 29, 2022 as presented in Note 11 - Quarterly Consolidated Financial Information (unaudited) of the audited financial statements reported in the Original Report are as follows: As reported As reported As restated As restated Fiscal Year 2022 4th Quarter Annual Adjustment 4th Quarter Annual Net (loss) income from continuing operations (34,436) (46,276) (17,248) (51,684) (63,524) Net (loss) income per basic and diluted share from continuing operations $ (1.16) $ (1.57) $ (0.59) $ (1.75) $ (2.16) The effects of this error on our previously reported February 27, 2022 and May 30, 2021 consolidated balance sheets as presented in the Company’s fiscal year 2022 third quarter Form 10-Q are as follows: As reported As restated (in thousands) February 27, 2022 Adjustment February 27, 2022 LIABILITIES AND STOCKHOLDERS’ EQUITY Other accrued liabilities $ 13,735 $ 348 $ 14,083 Total Current Liabilities 90,065 348 90,413 Total Liabilities 181,510 348 181,858 Retained earnings (accumulated deficit) (22,188) (348) (22,536) Total Stockholders’ Equity 144,072 (348) 143,724 Total Liabilities and Stockholders’ Equity $ 325,582 $ — $ 325,582 As reported As restated (in thousands) May 30, 2021 Adjustment May 30, 2021 ASSETS Property and equipment, net $ 112,770 $ 7,516 $ 120,286 Operating lease right-of-use assets 7,480 9,618 17,098 Other assets, discontinued operations 171,274 (17,134) 154,140 Total Assets 502,924 — 502,924 LIABILITIES Current portion of lease liabilities 1,465 135 1,600 Current liabilities, discontinued operations 42,779 (135) 42,644 Total Current Liabilities 101,888 — 101,888 Long-term lease liabilities 9,581 10,778 20,359 Non-current liabilities, discontinued operations 14,759 (10,778) 3,981 Total Liabilities $ 300,140 $ — $ 300,140 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 reported As restated (in thousands, except per share amounts) February 27, 2022 Adjustment February 27, 2022 Product sales $ 53,074 $ — $ 53,074 Cost of product sales 39,179 675 39,854 Gross profit 13,895 (675) 13,220 Operating costs and expenses: Research and development 2,056 — 2,056 Selling, general and administrative 9,725 6,625 16,350 Restructuring cost 5,865 (595) 5,270 Total operating costs and expenses 17,646 6,030 23,676 Operating loss (3,751) (6,705) (10,456) Interest income 20 — 20 Interest expense (4,105) — (4,105) Transition services income — 5,473 5,473 Other income (expense), net 454 — 454 Net loss from continuing operations before taxes (7,382) (1,232) (8,614) Income tax benefit 276 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 tax 104 — 104 Total comprehensive loss $ (12,746) $ (236) $ (12,982) 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 reported As restated (in thousands, except per share amounts) February 27, 2022 Adjustment February 27, 2022 Product sales $ 138,158 $ — $ 138,158 Cost of product sales 99,113 787 99,900 Gross profit 39,045 (787) 38,258 Operating costs and expenses: Research and development 5,785 — 5,785 Selling, general and administrative 27,207 6,906 34,113 Restructuring costs 8,406 (876) 7,530 Total operating costs and expenses 41,398 6,030 47,428 Operating loss (2,353) (6,817) (9,170) Interest income 66 — 66 Interest expense (13,877) — (13,877) Transition services income — 5,473 5,473 Other income (expense), net 642 — 642 Net loss from continuing operations before taxes (15,522) (1,344) (16,866) Income tax benefit 5,012 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 tax 646 — 646 Total comprehensive loss $ (60,122) $ (348) $ (60,470) 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 reported As reported Adjustment As restated As restated Retained Earnings (Accumulated Deficit) Total Retained Earnings (Accumulated Deficit) Total (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, 2021 29,103 193,865 (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 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 reported As restated (in thousands) February 27, 2022 Adjustment February 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 goodwill 32,057 — 32,057 Depreciation, amortization of intangibles, debt costs and right-of-use assets 14,488 — 14,488 Loss on disposal of property and equipment related to restructuring, net 5,185 — 5,185 Deferred taxes (5,471) — (5,471) Loss on sale of Eat Smart 4,354 (4,119) 235 Stock-based compensation expense 1,928 — 1,928 Net loss on disposal of property and equipment held and used 25 — 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 payable 13,055 452 13,507 Accrued compensation (3,849) 1,822 (2,027) Other accrued liabilities (4,195) 4,125 (70) Deferred revenue 204 458 662 Net cash (used in) provided by operating activities (24,435) 2,390 (22,045) Cash flows from investing activities: Proceeds from sale of Eat Smart 73,500 — 73,500 Sale of Investment in non-public company 45,100 — 45,100 Purchases of property and equipment (18,539) — (18,539) Proceeds from sales of property and equipment 1,096 — 1,096 Eat Smart sale net working capital adjustment and cash sale expenses — (2,390) (2,390) Net cash provided by investing activities 101,157 (2,390) 98,767 Net cash used in financing activities (76,163) — (76,163) Net increase in cash, cash equivalents and restricted cash 559 — 559 Cash, cash equivalents and restricted cash, beginning of period 1,295 — 1,295 Cash, cash equivalents and restricted cash, end of period $ 1,854 $ — $ 1,854 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 Ended Nine Months Ended As reported As restated As reported As restated (in thousands, except per share amounts) February 27, 2022 Adjustment February 27, 2022 February 27, 2022 Adjustment February 27, 2022 Numerator: Net loss $ (12,850) $ (236) $ (13,086) $ (60,768) $ (348) $ (61,116) Denominator: Weighted average shares for diluted net loss per share 29,482 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) 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) Lifecore Curation Foods Other Total Three Months Ended February 27, 2022 Gross profit, as reported $ 12,905 $ 990 $ — $ 13,895 Adjustment — (675) — (675) Gross profit, as restated 12,905 315 — 13,220 Net income (loss) from continuing operations, as reported 5,054 (5,848) (6,312) (7,106) Adjustment — (1,195) — (1,195) Net income (loss) from continuing operations, as restated 5,054 (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 restated 30,384 7,874 — 38,258 Net income (loss) from continuing operations, as reported 11,317 5,513 (27,340) (10,510) Adjustment — (1,330) — (1,330) Net income (loss) from continuing operations, as restated 11,317 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, 2022 Lifecore Curation Foods Other Total 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 (In thousands) Nine Months Ended February 27, 2022 Lifecore Curation Foods Other Total 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 30, 2021 carrying amounts of the major classes of assets and liabilities of the Eat Smart business included in assets and 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 reported As restated (in thousands) May 30, 2021 Adjustment May 30, 2021 ASSETS Property and equipment, net $ 66,789 $ (7,516) $ 59,273 Operating lease right-of-use assets 13,347 (9,618) 3,729 Other assets, discontinued operations 171,274 (17,134) 154,140 LIABILITIES Current portion of lease liabilities 2,424 (135) 2,289 Current liabilities, discontinued operations 42,779 (135) 42,644 Long-term lease liabilities 14,030 (10,778) 3,252 Non-current liabilities, discontinued operations 14,759 (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 reported As restated (in thousands) February 27, 2022 Adjustment February 27, 2022 Operating costs and expenses: Loss on sale of Eat Smart $ 4,354 $ (4,119) $ 235 Restructuring cost 86 3,123 3,209 Total operating costs and expenses 5,601 (996) 4,605 Operating loss (5,762) 996 (4,766) Income tax benefit 222 (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: As reported As restated (in thousands) February 27, 2022 Adjustment February 27, 2022 Operating costs and expenses: Loss on sale of Eat Smart $ 4,354 $ (4,119) $ 235 Restructuring cost 1,519 3,123 4,642 Total operating costs and expenses 53,198 (996) 52,202 Operating loss (47,998) 996 (47,002) Income tax benefit 422 (14) 408 Loss from discontinued operations, net of tax $ (50,258) $ 982 $ (49,276) |
Fair Value Measurement Inputs and Valuation Techniques | In determining the fair value of the Company’s trademarks/tradenames and customer relationships intangible assets for Yucatan, the Company utilizes the following significant unobservable inputs in the discounted cash flow models: May 29, 2022 Total Enterprise Value Revenue growth rates 2.5% - 7.3% (3.4%) Gross profit rates 6.0% - 15.5% (14.5%) Discount rate 8.7% Customer Relationship Value Attrition rate 10% Discount rate 19% Tradenames Value Royalty rate 1% Discount rate 19% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
May 29, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following (in thousands): Years of Year Ended As restated May 29, 2022 May 30, 2021 Land $ 3,710 $ 3,670 Buildings 15 - 40 58,359 47,880 Leasehold improvements 3 - 15 5,143 6,465 Computers, capitalized software, machinery, equipment and autos 3 - 25 74,974 71,832 Furniture and fixtures 3 - 7 2,099 2,513 Construction in process 22,786 31,383 Gross property and equipment 167,071 163,743 Less accumulated depreciation and amortization (48,540) (43,457) Property and equipment, net $ 118,531 $ 120,286 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
May 29, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes of Goodwill | The following table presents the changes in goodwill during fiscal 2022 and fiscal 2021 (in thousands): 2022 2021 Balance at beginning of year $ 33,916 $ 33,916 Impairment (20,035) — Balance at end of year $ 13,881 $ 33,916 |
Schedule of Finite-Lived Intangible Assets | As restated, the following table presents the changes in intangible assets during fiscal 2022 and fiscal 2021 (in thousands): 2022 2021 As restated Balance at beginning of year $ 25,632 $ 27,040 Amortization of long-lived intangible assets (1,382) (1,408) Impairment (14,150) — Balance at end of year $ 10,100 $ 25,632 As of May 29, 2022 and May 30, 2021, the Company's intangible assets consisted of the following (in thousands): May 29, 2022 May 30, 2021 Amortization Period Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization As restated As restated Customer relationships Lifecore 12 $ 3,700 $ 3,700 $ 3,700 $ 3,418 Yucatan Foods (Curation Foods) 12 1,400 — 11,000 2,750 Total customer relationships $ 5,100 $ 3,700 $ 14,700 $ 6,168 Trademarks/tradenames Lifecore $ 4,200 $ — $ 4,200 $ — O (Curation Foods) 500 — 500 — Yucatan Foods (Curation Foods) 4,000 — 12,400 — Total trademarks/tradenames $ 8,700 $ — $ 17,100 $ — Total intangible assets $ 13,800 3,700 $ 31,800 $ 6,168 |
Schedule of Indefinite-Lived Intangible Assets | As of May 29, 2022 and May 30, 2021, the Company's intangible assets consisted of the following (in thousands): May 29, 2022 May 30, 2021 Amortization Period Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization As restated As restated Customer relationships Lifecore 12 $ 3,700 $ 3,700 $ 3,700 $ 3,418 Yucatan Foods (Curation Foods) 12 1,400 — 11,000 2,750 Total customer relationships $ 5,100 $ 3,700 $ 14,700 $ 6,168 Trademarks/tradenames Lifecore $ 4,200 $ — $ 4,200 $ — O (Curation Foods) 500 — 500 — Yucatan Foods (Curation Foods) 4,000 — 12,400 — Total trademarks/tradenames $ 8,700 $ — $ 17,100 $ — Total intangible assets $ 13,800 3,700 $ 31,800 $ 6,168 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The amortization expense for each year presented are as follows (in thousands): As restated Fiscal year 2023 $ 215 Fiscal year 2024 215 Fiscal year 2025 215 Fiscal year 2026 215 Fiscal year 2027 215 Total $ 1,075 |
Stock-based Compensation and _2
Stock-based Compensation and Stockholders’ Equity (Tables) | 12 Months Ended |
May 29, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Weighted Average Assumptions | As of May 29, 2022, May 30, 2021 and May 31, 2020, the fair value of stock option grants was estimated using the following weighted average assumptions: Year Ended May 29, 2022 May 30, 2021 May 31, 2020 Weighted-average grant date fair value $2.62 $2.37 $2.55 Assumptions: Expected life (in years) 2.80 3.36 3.50 Risk-free interest rate 0.45 % 0.23 % 1.01 % Volatility 33 % 33 % 31 % Dividend yield — % — % — % |
Schedule of Share-based Compensation Activity | A summary of the activity under the Company’s stock option plans as of May 29, 2022 and changes during the fiscal year then ended is presented below: 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 26, 2019 2,000,096 $ 12.94 Options granted 435,000 $ 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, 2020 1,716,358 $ 12.15 Options granted 682,600 $ 9.66 Options exercised — $ — $ — Options forfeited (127,714) $ 9.93 Options expired (437,227) $ 13.42 Options outstanding at May 30, 2021 1,834,017 $ 11.07 Options granted 803,000 $ 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, 2022 1,947,686 $ 11.13 4.72 $ 310,682 Options exercisable at May 29, 2022 986,594 $ 10.96 3.73 $ 195,247 A summary of the Company’s restricted stock unit award activity as of May 29, 2022 and changes during the fiscal year then ended is presented below: Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value Per Share Restricted stock units/awards outstanding at May 26, 2019 428,427 $ 12.80 Granted 296,527 $ 9.79 Vested (124,045) $ 11.82 Forfeited (131,361) $ 12.49 Restricted stock units/awards outstanding at May 31, 2020 469,548 $ 11.24 Granted 188,225 $ 10.13 Vested (146,197) $ 11.69 Forfeited (31,180) $ 10.60 Restricted stock units/awards outstanding at May 30, 2021 480,396 $ 10.71 Granted 105,858 $ 11.98 Vested (228,568) $ 11.41 Forfeited (63,087) $ 10.70 Restricted stock units/awards outstanding at May 29, 2022 294,599 $ 10.55 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table summarizes the stock-based compensation by statement of operations line item: Year Ended (in thousands) May 29, 2022 May 30, 2021 May 31, 2020 Continuing operations: Cost of sales $ 314 $ 348 $ 118 Research and development 202 223 158 Selling, general and administrative 2,126 2,734 2,099 Discontinued Operations (34) 55 44 Total stock-based compensation $ 2,608 $ 3,360 $ 2,419 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
May 29, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consists of the following as of May 29, 2022 and May 30, 2021 (in thousands) based on the contractual repayment schedule. However, as discussed in Note 1, all amounts have been classified as current on the Consolidated Balance Sheet due to the covenant violations, which causes the debt to be due upon demand as of May 29, 2022. May 29, 2022 May 30, 2021 Term loan $ 103,712 $ 170,000 Total principal amount of long-term debt 103,712 170,000 Less: unamortized debt issuance costs (5,534) (5,098) Total long-term debt, net of unamortized debt issuance costs 98,178 164,902 Less: current portion of long-term debt, net (98,178) — Long-term debt, net $ — $ 164,902 |
Schedule of Maturities of Long-term Debt | The future minimum principal payments of the Company’s debt for each year presented are as follows (in thousands): Term Loan Fiscal year 2023 2,125 Fiscal year 2024 8,469 Fiscal year 2025 8,422 Fiscal year 2026 84,696 Total $ 103,712 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 29, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Benefits and Provisions for Income Taxes | The (benefit) provision for income taxes from continuing operations consisted of the following: (in thousands) Year Ended As restated May 29, 2022 May 30, 2021 May 31, 2020 Current: Federal $ — $ (38) $ (7,723) State 23 74 38 Foreign 356 56 56 Total 379 92 (7,629) Deferred: Federal (5,670) (1,536) (983) State (654) (459) (162) Total (6,324) (1,995) (1,145) Income tax benefit $ (5,945) $ (1,903) $ (8,774) |
Schedule of Actual Provisions for Income Taxes | 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 As restated May 29, 2022 May 30, 2021 May 31, 2020 Tax at U.S. statutory rate (1) $ (14,548) $ (2,409) $ (6,435) State income taxes, net of federal benefit (2,195) (304) (1,048) Tax reform/CARES Act — — (2,770) Change in valuation allowance 10,134 2,667 2,014 Tax credit carryforwards (436) (606) (613) Other compensation-related activity 234 249 334 Impairment of goodwill 2,347 — 647 Foreign rate differential (496) (1,414) (986) Other (985) (86) 83 Income tax benefit $ (5,945) $ (1,903) $ (8,774) (1) Statutory rate was 21.0% for fiscal year 2022, 2021 and 2020. |
Schedule of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities reported in the accompanying Consolidated Balance Sheets consisted of the following: (in thousands) Year Ended As restated May 29, 2022 May 30, 2021 Deferred tax assets: Accruals and reserves $ 867 $ 3,366 Net operating loss carryforwards 28,558 21,916 Stock-based compensation 880 1,123 Research and AMT credit carryforwards 5,611 5,150 Lease liability 2,874 5,902 Limitations on business interest expense 4,245 2,411 Goodwill and other indefinite life intangibles 2,745 — Other 750 927 Gross deferred tax assets 46,530 40,795 Valuation allowance (35,942) (10,460) Net deferred tax assets 10,588 30,335 Deferred tax liabilities: Depreciation and amortization (8,614) (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 (10,714) (36,475) Net deferred tax liabilities $ (126) $ (6,140) |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in thousands) Year Ended May 29, 2022 May 30, 2021 May 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 positions 83 115 121 Unrecognized tax benefits – end of the period $ 1,025 $ 942 $ 827 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
May 29, 2022 | |
Leases [Abstract] | |
Components of Lease Cost and Supplemental Cash Flow Information | The components of lease cost were as follows: Year Ended Year Ended (In thousands, except term and discount rate) May 29, 2022 May 30, 2021 Finance lease cost: Amortization of leased assets $ 113 $ 117 Interest on lease liabilities 335 348 Operating lease cost 2,212 2,291 Variable lease cost and other 134 15 Sublease income (90) (90) Total lease cost $ 2,704 $ 2,681 Weighted-average remaining lease term: Operating leases 7.41 14.35 Finance leases 0.59 1.60 Weighted-average discount rate: Operating leases 4.78 % 5.00 % Finance leases 10.00 % 10.00 % Year Ended Year Ended (in thousands) May 29, 2022 May 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 leases 335 348 Financing cash flows from finance leases 129 110 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 37 $ 3,137 |
Maturity Analysis of Operating Lease Liability | The Company’s maturity analysis of operating and finance lease liabilities as of May 29, 2022 are as follows: (in thousands) Operating Leases Finance Leases Total 2023 $ 2,330 $ 3,475 $ 5,805 2024 2,243 10 2,253 2025 2,002 — 2,002 2026 1,928 — 1,928 2027 1,409 — 1,409 Thereafter 3,793 — 3,793 Total lease payments 13,705 3,485 17,190 Less: interest (1,991) (190) (2,181) Present value of lease liabilities 11,714 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 |
Maturity Analysis of Finance Lease Liability | The Company’s maturity analysis of operating and finance lease liabilities as of May 29, 2022 are as follows: (in thousands) Operating Leases Finance Leases Total 2023 $ 2,330 $ 3,475 $ 5,805 2024 2,243 10 2,253 2025 2,002 — 2,002 2026 1,928 — 1,928 2027 1,409 — 1,409 Thereafter 3,793 — 3,793 Total lease payments 13,705 3,485 17,190 Less: interest (1,991) (190) (2,181) Present value of lease liabilities 11,714 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 |
Business Segment Reporting (Tab
Business Segment Reporting (Tables) | 12 Months Ended |
May 29, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Property and Equipment, Net by Geographic Region | The following table presents our property and equipment, net by geographic region (in millions): Year Ended As restated Property and equipment, net May 29, 2022 May 30, 2021 United States $ 115.0 $ 105.3 Mexico 3.5 15.0 Total property and equipment, net $ 118.5 $ 120.3 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | The Company’s international sales by geography are based on the billing address of the customer and were as follows (in millions): Year Ended May 29, 2022 May 30, 2021 May 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 |
Schedule of Segment Reporting Information, by Segment | Operations by segment consisted of the following (in thousands): As restated As restated Year Ended May 29, 2022 Lifecore Curation Foods Other Total Product sales $ 109,320 $ 76,466 $ — $ 185,786 Gross profit 43,746 6,624 — 50,370 Net income (loss) from continuing operations 16,675 (47,783) (32,416) (63,524) Loss from discontinued operations, net of tax — (48,114) (3,041) (51,155) Identifiable assets 213,969 59,594 4,243 277,806 Depreciation and amortization 6,673 4,004 80 10,757 Capital expenditures 23,552 2,674 — 26,226 Interest income 72 — 9 81 Interest expense, net — (299) (17,058) (17,357) Income tax (benefit) expense 5,266 (13,831) 2,620 (5,945) Corporate overhead allocation 4,484 1,092 (5,576) — Year Ended May 30, 2021 Product sales $ 98,087 $ 73,459 $ — $ 171,546 Gross profit 38,265 12,206 — 50,471 Net income (loss) from continuing operations 14,461 (357) (23,673) (9,569) Loss from discontinued operations, net of tax — (23,096) — (23,096) Identifiable assets 185,417 121,069 4,680 311,166 Depreciation and amortization 5,502 2,972 97 8,571 Capital expenditures 16,222 3,042 — 19,264 Interest income — — 48 48 Interest expense, net — (545) (9,842) (10,387) Income tax (benefit) expense 4,568 (3,020) (3,451) (1,903) Corporate overhead allocation 4,773 946 (5,719) — Year Ended May 31, 2020 Product sales $ 85,833 $ 74,233 $ — $ 160,066 Gross profit 32,883 6,504 — 39,387 Net income (loss) from continuing operations 11,749 (17,728) (15,892) (21,871) Loss from discontinued operations, net of tax — (16,320) — (16,320) Identifiable assets 165,461 117,427 10,613 293,501 Depreciation and amortization 5,008 3,282 96 8,386 Capital expenditures 10,612 1,472 130 12,214 Interest income — 6 66 72 Interest expense, net — (547) (4,099) (4,646) Income tax (benefit) expense 3,346 (8,686) (3,434) (8,774) Corporate overhead allocation 4,190 868 (5,058) — |
Quarterly Consolidated Financ_2
Quarterly Consolidated Financial Information (unaudited) (Tables) | 12 Months Ended |
May 29, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following is a summary of the unaudited quarterly results of operations for fiscal years 2022 and 2021 (in thousands, except for per share amounts) see Note 1 - Correction of Error in Previously Reported Fiscal Year 2022 Annual Financial Statements: As restated As restated As restated Fiscal Year 2022 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Annual Product sales $ 41,632 $ 43,452 $ 53,074 $ 47,628 $ 185,786 Gross profit 10,403 14,635 13,220 12,112 50,370 Net (loss) income from continuing operations (7,214) 3,675 (8,301) (51,684) (63,524) 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) $ (1.75) $ (2.16) Net (loss) income per basic and diluted share from discontinued operations $ (0.08) $ (1.44) $ (0.16) $ (0.06) $ (1.74) Fiscal Year 2021 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Annual Product sales $ 41,995 $ 39,945 $ 44,690 $ 44,916 $ 171,546 Gross profit 7,849 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) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
May 29, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The key components of loss from discontinued operations for the fiscal years ended May 29, 2022, May 30, 2021, and May 31, 2020 were as follows (in thousands): Year Ended May 29, 2022 May 30, 2021 May 31, 2020 Product sales $ 186,755 $ 372,615 $ 430,300 Cost of product sales 181,555 341,612 394,699 Gross profit 5,200 31,003 35,601 Operating costs and expenses: Research and development 1,918 2,799 3,517 Selling, general and administrative 13,350 27,704 31,514 Impairment of goodwill 32,057 — — Loss on sale of Eat Smart 336 — — Restructuring costs 6,133 13,862 13,231 Total operating costs and expenses 53,794 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 benefit 121 5,898 4,342 Loss from discontinued operations, net of tax $ (51,155) $ (23,096) $ (16,320) The carrying amounts of the major classes of assets and liabilities of the Eat Smart business included in assets and liabilities of discontinued operations are as follows (in thousands): May 30, 2021 ASSETS Cash and cash equivalents $ 136 Accounts receivable, less allowance for credit losses 28,583 Inventories 6,587 Prepaid expenses and other current assets 2,312 Total current assets, discontinued operations 37,618 Investment in non-public company, fair value 45,100 Property and equipment, net 59,273 Operating lease right-of-use assets 3,729 Goodwill 35,470 Trademarks/tradenames, net 8,228 Customer relationships, net 2,260 Other assets 80 Total other assets, discontinued operations 154,140 Total assets, discontinued operations $ 191,758 LIABILITIES Accounts payable $ 31,271 Accrued compensation 4,550 Other accrued liabilities 4,041 Current portion of lease liabilities 2,289 Deferred revenue 493 Total current liabilities, discontinued operations 42,644 Long-term lease liabilities 3,252 Other non-current liabilities 729 Non-current liabilities, discontinued operations 3,981 Total liabilities, discontinued operations $ 46,625 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
May 29, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | 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, 2022 Curation Foods Other Total Asset write-off costs $ 3,693 $ — $ 3,693 Employee severance and benefit costs 371 — 371 Lease costs 2,072 — 2,072 Other restructuring costs 289 2,536 2,825 Total restructuring costs $ 6,425 $ 2,536 $ 8,961 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 Foods Other Total Asset write-off costs $ 7,552 $ 418 $ 7,970 Employee severance and benefit costs 559 784 1,343 Lease costs 2,218 26 2,244 Other restructuring costs 323 4,898 5,221 Total restructuring costs $ 10,652 $ 6,126 $ 16,778 |
Correction of Error in Previo_2
Correction of Error in Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited) (Tables) | 12 Months Ended |
May 29, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The effects of these errors on our previously reported consolidated balance sheet as presented in the Original Report are as follows: As reported As restated (in thousands) May 29, 2022 Adjustment May 29, 2022 ASSETS Property and equipment, net $ 130,435 $ (11,904) $ 118,531 Trademarks/tradenames, net $ 8,400 $ 300 $ 8,700 Customer relationships, net $ 7,150 $ (5,750) $ 1,400 Total Assets $ 295,160 $ (17,354) $ 277,806 LIABILITIES AND STOCKHOLDERS’ EQUITY Deferred taxes, net $ 232 $ (106) $ 126 Total Liabilities $ 187,215 $ (106) $ 187,109 Retained earnings (accumulated deficit) $ (58,851) $ (17,248) $ (76,099) Total Stockholders’ Equity $ 107,945 $ (17,248) $ 90,697 Total Liabilities and Stockholders’ Equity $ 295,160 $ (17,354) $ 277,806 The effects of this error on our previously reported consolidated statement of operations and statement of comprehensive (loss) income for the year ended May 29, 2022 as reported in the Original Report are as follows: Year Ended As reported As restated (in thousands, except per share amounts) May 29, 2022 Adjustment May 29, 2022 Product sales $ 185,786 $ — $ 185,786 Cost of product sales 135,416 — 135,416 Gross profit 50,370 — 50,370 Operating costs and expenses: Research and development 7,841 — 7,841 Selling, general and administrative 46,127 — 46,127 Impairment of goodwill and long-lived and indefinite-lived assets 28,735 17,354 46,089 Restructuring costs 8,961 — 8,961 Total operating costs and expenses 91,664 17,354 109,018 Operating loss (41,294) (17,354) (58,648) Interest income 81 — 81 Interest expense, net (17,357) — (17,357) Transition services income 5,814 — 5,814 Other income (expense), net 641 — 641 Net loss from continuing operations before taxes (52,115) (17,354) (69,469) Income tax benefit 5,839 106 5,945 Net loss from continuing operations (46,276) (17,248) (63,524) Discontinued operations: Loss from discontinued operations (51,276) — (51,276) Income tax benefit 121 — 121 Loss from discontinued operations, net of tax (51,155) — (51,155) Net loss $ (97,431) $ (17,248) $ (114,679) Basic net loss per share: Loss from continuing operations $ (1.57) $ (0.59) $ (2.16) Loss from discontinued operations (1.74) — (1.74) Total basic net loss per share $ (3.31) $ (0.59) $ (3.90) Diluted net loss per share: Loss from continuing operations $ (1.57) $ (0.59) $ (2.16) Loss from discontinued operations (1.74) — (1.74) Total diluted net loss per share $ (3.31) $ (0.59) $ (3.90) Total comprehensive loss $ (96,659) $ (17,248) $ (113,907) The effects of this error on our previously reported consolidated statement of changes in stockholders’ equity for the year ended May 29, 2022 as reported in the Original Report are as follows: As reported As reported Adjustment As restated As restated Retained Total Retained Total (In thousands) Balance at May 30, 2021 $ 38,580 $ 202,784 $ — $ 38,580 $ 202,784 Issuance of stock under stock plans, net of shares withheld — 1 — — 1 Taxes paid by Company for employee stock plans — (789) — — (789) Stock-based compensation — 2,608 — — 2,608 Net loss (97,431) (97,431) (17,248) (114,679) (114,679) Other comprehensive income, net of tax — 772 — — 772 Balance at May 29, 2022 $ (58,851) $ 107,945 $ (17,248) $ (76,099) $ 90,697 The effects of this error on our previously reported consolidated statement of cash flows for the year ended May 29, 2022 as reported in the Original Report are as follows: As reported As restated (in thousands) May 29, 2022 Adjustment May 29, 2022 Cash flows from operating activities: Net loss $ (97,431) $ (17,248) $ (114,679) Adjustments to reconcile net loss to net cash used in operating activities: Impairment of goodwill and long-lived and indefinite-lived assets $ 60,792 $ 17,354 $ 78,146 Deferred taxes $ (6,884) $ (106) $ (6,990) Net cash used in operating activities $ (24,399) $ — $ (24,399) The effects of this error on our previously reported basic and diluted earnings per share for the year ended May 29, 2022 as presented in Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Per Share information of the audited financial statements reported in the Original Report are as follows: Year Ended As reported As restated (in thousands, except per share amounts) May 29, 2022 Adjustment May 29, 2022 Numerator: Net loss $ (97,431) $ (17,248) $ (114,679) Denominator: Weighted average shares for basic and diluted net loss per share 29,466 — 29,466 Basic and diluted net loss per share $ (3.31) $ (0.59) $ (3.90) The effects of this error on our previously reported property and equipment as of May 29, 2022 as presented in Note 3 - Property and Equipment of the audited financial statements reported in the Original Report, to record the impairment of property and equipment related to Yucatan as an adjustment to the historical cost, are as follows: As reported As restated (in thousands) May 29, 2022 Adjustment May 29, 2022 Land $ 3,710 $ — $ 3,710 Buildings 60,271 (1,912) 58,359 Leasehold improvements 6,793 (1,650) 5,143 Computers, capitalized software, machinery, equipment and autos 88,936 (13,962) 74,974 Furniture and fixtures 2,290 (191) 2,099 Construction in process 22,935 (149) 22,786 Gross property and equipment $ 184,935 $ (17,864) $ 167,071 Less accumulated depreciation and amortization (54,500) 5,960 (48,540) Property and equipment, net $ 130,435 $ (11,904) $ 118,531 The effects of this error on our previously reported intangible assets for the year ended May 29, 2022 as presented in Note 4 - Goodwill and Intangible Assets of the audited financial statements reported in the Original Report are as follows: Gross Carrying Amount Accumulated Amortization As reported As restated As reported As restated May 29, 2022 Adjustment May 29, 2022 May 29, 2022 Adjustment May 29, 2022 Customer relationships Yucatan Foods (Curation Foods) $ 11,000 $ (9,600) $ 1,400 $ 3,850 $ (3,850) $ — Total customer relationships $ 14,700 $ (9,600) $ 5,100 $ 7,550 $ (3,850) $ 3,700 Trademarks/tradenames Yucatan Foods (Curation Foods) $ 3,700 $ 300 $ 4,000 $ — $ — $ — Total trademarks/tradenames $ 8,400 $ 300 $ 8,700 $ — $ — $ — Total intangible assets $ 23,100 $ (9,300) $ 13,800 $ 7,550 $ (3,850) $ 3,700 The amortization expense for each year presented are as follows (in thousands): As reported Adjustment As restated Fiscal year 2023 $ 1,100 $ (885) $ 215 Fiscal year 2024 1,100 (885) 215 Fiscal year 2025 1,100 (885) 215 Fiscal year 2026 1,100 (885) 215 Fiscal year 2027 1,100 (885) 215 Total $ 5,500 $ (4,425) $ 1,075 The effects of this error on our previously reported income taxes for the year ended May 29, 2022 as presented in Note 7 - Income Taxes of the audited financial statements reported in the Original Report are as follows: Year Ended As reported As restated (in thousands) May 29, 2022 Adjustment May 29, 2022 Deferred: Federal (5,562) (108) (5,670) State (656) 2 (654) Total (6,218) (106) (6,324) Income tax benefit $ (5,839) $ (106) $ (5,945) (in thousands) Year Ended As reported As restated May 29, 2022 Adjustment May 29, 2022 Tax at U.S. statutory rate $ (10,904) $ (3,644) $ (14,548) State income taxes, net of federal benefit (1,639) (556) (2,195) Tax reform/CARES Act — — — Change in valuation allowance 6,040 4,094 10,134 Tax credit carryforwards (436) — (436) Other compensation-related activity 234 — 234 Impairment of goodwill 2,347 — 2,347 Foreign rate differential (496) — (496) Other (985) — (985) Income tax benefit $ (5,839) $ (106) $ (5,945) Effective Tax Rate 11.20 % (2.64) % 8.56 % (in thousands) Year Ended As reported As restated May 29, 2022 Adjustment May 29, 2022 Deferred tax assets: Accruals and reserves $ 867 $ — $ 867 Net operating loss carryforwards 28,558 — 28,558 Stock-based compensation 880 — 880 Research and AMT credit carryforwards 5,611 — 5,611 Lease liability 2,874 — 2,874 Limitations on business interest expense 4,245 — 4,245 Goodwill and other indefinite life intangibles 1,426 1,319 2,745 Other 750 750 Gross deferred tax assets 45,211 1,319 46,530 Valuation allowance (31,848) (4,094) (35,942) Net deferred tax assets 13,363 (2,775) 10,588 Deferred tax liabilities: Depreciation and amortization (11,495) 2,881 (8,614) Right of use asset (2,100) — (2,100) Deferred tax liabilities (13,595) 2,881 (10,714) Net deferred tax liabilities $ (232) $ 106 $ (126) The effects of this error on our previously reported operations by business segment for the year ended May 29, 2022 as presented in Note 10 - Business Segment Reporting of the audited financial statements reported in the Original Report are as follows: (In Thousands) Lifecore Curation Foods Other Total Net income (loss) from continuing operations, as reported $ 16,675 $ (30,429) $ (32,522) $ (46,276) Adjustment — (17,354) 106 (17,248) Net income (loss) from continuing operations, as restated $ 16,675 $ (47,783) $ (32,416) $ (63,524) Income tax (benefit) expense, as reported $ 5,266 $ (13,831) $ 2,726 $ (5,839) Adjustment — — (106) (106) Income tax (benefit) expense, as restated $ 5,266 $ (13,831) $ 2,620 $ (5,945) Identifiable assets, as reported $ 213,969 $ 76,948 $ 4,243 $ 295,160 Adjustment — (17,354) — (17,354) Identifiable assets, as restated $ 213,969 $ 59,594 $ 4,243 $ 277,806 (in million) Year Ended As reported As restated Property and equipment, net May 29, 2022 Adjustment May 29, 2022 United States $ 115.0 $ — $ 115.0 Mexico $ 15.4 $ (11.9) $ 3.5 Total property and equipment, net $ 130.4 $ (11.9) $ 118.5 The effects of this error on our previously reported quarterly consolidated financial information as of May 29, 2022 as presented in Note 11 - Quarterly Consolidated Financial Information (unaudited) of the audited financial statements reported in the Original Report are as follows: As reported As reported As restated As restated Fiscal Year 2022 4th Quarter Annual Adjustment 4th Quarter Annual Net (loss) income from continuing operations (34,436) (46,276) (17,248) (51,684) (63,524) Net (loss) income per basic and diluted share from continuing operations $ (1.16) $ (1.57) $ (0.59) $ (1.75) $ (2.16) The effects of this error on our previously reported February 27, 2022 and May 30, 2021 consolidated balance sheets as presented in the Company’s fiscal year 2022 third quarter Form 10-Q are as follows: As reported As restated (in thousands) February 27, 2022 Adjustment February 27, 2022 LIABILITIES AND STOCKHOLDERS’ EQUITY Other accrued liabilities $ 13,735 $ 348 $ 14,083 Total Current Liabilities 90,065 348 90,413 Total Liabilities 181,510 348 181,858 Retained earnings (accumulated deficit) (22,188) (348) (22,536) Total Stockholders’ Equity 144,072 (348) 143,724 Total Liabilities and Stockholders’ Equity $ 325,582 $ — $ 325,582 As reported As restated (in thousands) May 30, 2021 Adjustment May 30, 2021 ASSETS Property and equipment, net $ 112,770 $ 7,516 $ 120,286 Operating lease right-of-use assets 7,480 9,618 17,098 Other assets, discontinued operations 171,274 (17,134) 154,140 Total Assets 502,924 — 502,924 LIABILITIES Current portion of lease liabilities 1,465 135 1,600 Current liabilities, discontinued operations 42,779 (135) 42,644 Total Current Liabilities 101,888 — 101,888 Long-term lease liabilities 9,581 10,778 20,359 Non-current liabilities, discontinued operations 14,759 (10,778) 3,981 Total Liabilities $ 300,140 $ — $ 300,140 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 reported As restated (in thousands, except per share amounts) February 27, 2022 Adjustment February 27, 2022 Product sales $ 53,074 $ — $ 53,074 Cost of product sales 39,179 675 39,854 Gross profit 13,895 (675) 13,220 Operating costs and expenses: Research and development 2,056 — 2,056 Selling, general and administrative 9,725 6,625 16,350 Restructuring cost 5,865 (595) 5,270 Total operating costs and expenses 17,646 6,030 23,676 Operating loss (3,751) (6,705) (10,456) Interest income 20 — 20 Interest expense (4,105) — (4,105) Transition services income — 5,473 5,473 Other income (expense), net 454 — 454 Net loss from continuing operations before taxes (7,382) (1,232) (8,614) Income tax benefit 276 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 tax 104 — 104 Total comprehensive loss $ (12,746) $ (236) $ (12,982) 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 reported As restated (in thousands, except per share amounts) February 27, 2022 Adjustment February 27, 2022 Product sales $ 138,158 $ — $ 138,158 Cost of product sales 99,113 787 99,900 Gross profit 39,045 (787) 38,258 Operating costs and expenses: Research and development 5,785 — 5,785 Selling, general and administrative 27,207 6,906 34,113 Restructuring costs 8,406 (876) 7,530 Total operating costs and expenses 41,398 6,030 47,428 Operating loss (2,353) (6,817) (9,170) Interest income 66 — 66 Interest expense (13,877) — (13,877) Transition services income — 5,473 5,473 Other income (expense), net 642 — 642 Net loss from continuing operations before taxes (15,522) (1,344) (16,866) Income tax benefit 5,012 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 tax 646 — 646 Total comprehensive loss $ (60,122) $ (348) $ (60,470) 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 reported As reported Adjustment As restated As restated Retained Earnings (Accumulated Deficit) Total Retained Earnings (Accumulated Deficit) Total (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, 2021 29,103 193,865 (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 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 reported As restated (in thousands) February 27, 2022 Adjustment February 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 goodwill 32,057 — 32,057 Depreciation, amortization of intangibles, debt costs and right-of-use assets 14,488 — 14,488 Loss on disposal of property and equipment related to restructuring, net 5,185 — 5,185 Deferred taxes (5,471) — (5,471) Loss on sale of Eat Smart 4,354 (4,119) 235 Stock-based compensation expense 1,928 — 1,928 Net loss on disposal of property and equipment held and used 25 — 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 payable 13,055 452 13,507 Accrued compensation (3,849) 1,822 (2,027) Other accrued liabilities (4,195) 4,125 (70) Deferred revenue 204 458 662 Net cash (used in) provided by operating activities (24,435) 2,390 (22,045) Cash flows from investing activities: Proceeds from sale of Eat Smart 73,500 — 73,500 Sale of Investment in non-public company 45,100 — 45,100 Purchases of property and equipment (18,539) — (18,539) Proceeds from sales of property and equipment 1,096 — 1,096 Eat Smart sale net working capital adjustment and cash sale expenses — (2,390) (2,390) Net cash provided by investing activities 101,157 (2,390) 98,767 Net cash used in financing activities (76,163) — (76,163) Net increase in cash, cash equivalents and restricted cash 559 — 559 Cash, cash equivalents and restricted cash, beginning of period 1,295 — 1,295 Cash, cash equivalents and restricted cash, end of period $ 1,854 $ — $ 1,854 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 Ended Nine Months Ended As reported As restated As reported As restated (in thousands, except per share amounts) February 27, 2022 Adjustment February 27, 2022 February 27, 2022 Adjustment February 27, 2022 Numerator: Net loss $ (12,850) $ (236) $ (13,086) $ (60,768) $ (348) $ (61,116) Denominator: Weighted average shares for diluted net loss per share 29,482 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) 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) Lifecore Curation Foods Other Total Three Months Ended February 27, 2022 Gross profit, as reported $ 12,905 $ 990 $ — $ 13,895 Adjustment — (675) — (675) Gross profit, as restated 12,905 315 — 13,220 Net income (loss) from continuing operations, as reported 5,054 (5,848) (6,312) (7,106) Adjustment — (1,195) — (1,195) Net income (loss) from continuing operations, as restated 5,054 (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 restated 30,384 7,874 — 38,258 Net income (loss) from continuing operations, as reported 11,317 5,513 (27,340) (10,510) Adjustment — (1,330) — (1,330) Net income (loss) from continuing operations, as restated 11,317 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, 2022 Lifecore Curation Foods Other Total 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 (In thousands) Nine Months Ended February 27, 2022 Lifecore Curation Foods Other Total 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 30, 2021 carrying amounts of the major classes of assets and liabilities of the Eat Smart business included in assets and 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 reported As restated (in thousands) May 30, 2021 Adjustment May 30, 2021 ASSETS Property and equipment, net $ 66,789 $ (7,516) $ 59,273 Operating lease right-of-use assets 13,347 (9,618) 3,729 Other assets, discontinued operations 171,274 (17,134) 154,140 LIABILITIES Current portion of lease liabilities 2,424 (135) 2,289 Current liabilities, discontinued operations 42,779 (135) 42,644 Long-term lease liabilities 14,030 (10,778) 3,252 Non-current liabilities, discontinued operations 14,759 (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 reported As restated (in thousands) February 27, 2022 Adjustment February 27, 2022 Operating costs and expenses: Loss on sale of Eat Smart $ 4,354 $ (4,119) $ 235 Restructuring cost 86 3,123 3,209 Total operating costs and expenses 5,601 (996) 4,605 Operating loss (5,762) 996 (4,766) Income tax benefit 222 (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: As reported As restated (in thousands) February 27, 2022 Adjustment February 27, 2022 Operating costs and expenses: Loss on sale of Eat Smart $ 4,354 $ (4,119) $ 235 Restructuring cost 1,519 3,123 4,642 Total operating costs and expenses 53,198 (996) 52,202 Operating loss (47,998) 996 (47,002) Income tax benefit 422 (14) 408 Loss from discontinued operations, net of tax $ (50,258) $ 982 $ (49,276) |
Organization, Basis of Presen_4
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Organization (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Nov. 27, 2022 USD ($) | Feb. 27, 2022 USD ($) | Nov. 28, 2021 USD ($) | Aug. 29, 2021 USD ($) | May 29, 2022 USD ($) revenue_category product | May 30, 2021 USD ($) | May 31, 2020 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Number of revenue category | revenue_category | 3 | ||||||
Number of product category | product | 2 | ||||||
Subsequent Event [Line Items] | |||||||
Cash and cash equivalents | $ 1,643 | $ 1,159 | $ 360 | ||||
Debt | 98,178 | 164,902 | |||||
Net loss | $ 13,086 | $ 38,521 | $ 9,509 | 114,679 | $ 32,665 | $ 38,191 | |
Term Loan and Revolver | |||||||
Subsequent Event [Line Items] | |||||||
Debt | $ 138,200 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Cash and cash equivalents | $ 6,800 | ||||||
Debt | 147,000 | ||||||
Net loss | $ 23,800 |
Organization, Basis of Presen_5
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Eat Smart Sale and Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Feb. 27, 2022 | Feb. 27, 2022 | May 29, 2022 | Dec. 13, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Repayments of debt | $ 67,900 | |||
Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on sale of Eat Smart | $ 235 | $ 235 | ||
Discontinued Operations | Eat Smart | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration received | $ 73,500 | |||
Loss on sale of Eat Smart | $ (300) |
Organization, Basis of Presen_6
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Concentration of Risk (Details) - Customer Concentration Risk | 12 Months Ended | ||
May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Revenue | Customer A | |||
Related Party Transaction [Line Items] | |||
Concentration risk | 16% | 13% | 18% |
Revenue | Customer B | |||
Related Party Transaction [Line Items] | |||
Concentration risk | 13% | 16% | 11% |
Accounts Receivable | Customer A | |||
Related Party Transaction [Line Items] | |||
Concentration risk | 26% | 18% | |
Accounts Receivable | Customer B | |||
Related Party Transaction [Line Items] | |||
Concentration risk | 13% | 16% |
Organization, Basis of Presen_7
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Components of Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 27, 2022 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Other comprehensive (loss) income, net of tax | $ 104 | $ 646 | $ 772 | $ 1,450 | $ (2,872) |
Cash flow hedge gain to be reclassified within twelve months | 600 | ||||
AOCL | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning balance | $ (1,358) | (1,358) | |||
Amounts reclassified from OCI | 772 | ||||
Other comprehensive (loss) income, net of tax | 772 | ||||
Ending balance | $ (586) | $ (1,358) |
Organization, Basis of Presen_8
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Allowance for Sales Returns and Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of period | $ 85 | $ 186 | $ 644 |
Provision (benefit) for expected credit losses | (14) | 187 | (460) |
Write offs, net of recoveries | (6) | (288) | 2 |
Balance at end of period | $ 65 | $ 85 | $ 186 |
Organization, Basis of Presen_9
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Contract Assets and Liabilities Narrative (Details) - USD ($) | 12 Months Ended | |
May 29, 2022 | May 30, 2021 | |
Revenue from External Customer [Line Items] | ||
Deferred revenue | $ 919,000 | $ 637,000 |
Deferred revenue recognized | 400,000 | |
Unbilled Revenues | ||
Revenue from External Customer [Line Items] | ||
Contract with customer, assets | 10,200,000 | 10,600,000 |
Deferred revenue | $ 900,000 | $ 900,000 |
Organization, Basis of Prese_10
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Revenue Narrative (Details) | 12 Months Ended |
May 29, 2022 | |
Lifecore | Minimum | |
Revenue from External Customer [Line Items] | |
Revenue, customer payment terms | 30 days |
Lifecore | Maximum | |
Revenue from External Customer [Line Items] | |
Revenue, customer payment terms | 60 days |
Curation Foods | Minimum | |
Revenue from External Customer [Line Items] | |
Revenue, customer payment terms | 30 days |
Curation Foods | Maximum | |
Revenue from External Customer [Line Items] | |
Revenue, customer payment terms | 90 days |
Organization, Basis of Prese_11
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 29, 2022 | Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | May 30, 2021 | Feb. 28, 2021 | Nov. 29, 2020 | Aug. 30, 2020 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||||||||
Product sales | $ 47,628 | $ 53,074 | $ 43,452 | $ 41,632 | $ 44,916 | $ 44,690 | $ 39,945 | $ 41,995 | $ 138,158 | $ 185,786 | $ 171,546 | $ 160,066 |
Lifecore | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Product sales | 109,320 | 98,087 | 85,833 | |||||||||
Lifecore | Contract development and manufacturing organization | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Product sales | 86,313 | 75,297 | 64,781 | |||||||||
Lifecore | Fermentation | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Product sales | 23,007 | 22,790 | 21,052 | |||||||||
Curation Foods | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Product sales | 76,466 | 73,459 | 74,233 | |||||||||
Curation Foods | Avocado products | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Product sales | 65,269 | 63,575 | 62,194 | |||||||||
Curation Foods | Olive oil and wine vinegars | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Product sales | 9,287 | 7,589 | 7,783 | |||||||||
Curation Foods | Technology | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Product sales | $ 1,910 | $ 2,295 | $ 4,256 |
Organization, Basis of Prese_12
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents (Details) - USD ($) $ in Thousands | May 29, 2022 | May 30, 2021 | May 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash and cash equivalents | $ 1,643 | $ 1,159 | $ 360 |
Restricted cash | 0 | 0 | 193 |
Cash and cash equivalents, discontinued operations | 0 | 136 | 0 |
Cash, cash equivalents and restricted cash | $ 1,643 | $ 1,295 | $ 553 |
Organization, Basis of Prese_13
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | May 29, 2022 | May 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Finished goods | $ 33,029 | $ 40,204 |
Raw materials | 24,221 | 16,644 |
Work in progress | 9,595 | 6,228 |
Total inventories | $ 66,845 | $ 63,076 |
Organization, Basis of Prese_14
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Advertising Cost, Receivables, and Related Party Transactions Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||
Advertising expense | $ 200 | $ 100 | $ 100 |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment of goodwill and long-lived and indefinite-lived assets | ||
O Olive & Vinegar | |||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||
Impairment of property and equipment | $ 1,300 | ||
O Olive & Vinegar | Customer relationships | |||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||
Impairment of finite-lived intangible assets | 5,800 | 500 | |
Yucatan Foods | Customer relationships | |||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||
Impairment of property and equipment | 5,800 | ||
Yucatan Foods | Property and equipment | |||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||
Impairment of property and equipment | $ 11,900 | ||
Minimum | Software Development | |||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||
Useful life of property and equipment | 3 years | ||
Maximum | Software Development | |||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||
Useful life of property and equipment | 7 years | ||
Cost of sales | Windset | |||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||
Revenue from related parties | 500 | $ 600 | |
Accounts receivable balance from related parties | $ 100 |
Organization, Basis of Prese_15
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Impairment Review of Intangible Assets and Business Interruption Insurance Recoveries (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Feb. 24, 2019 recalled | May 29, 2022 USD ($) | May 30, 2021 USD ($) | May 31, 2020 USD ($) | |
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | ||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment of goodwill and long-lived and indefinite-lived assets | Impairment of goodwill and long-lived and indefinite-lived assets | ||
Impairment of goodwill and long-lived and indefinite-lived assets | $ 14,150 | $ 0 | ||
Goodwill impairment loss | 20,035 | $ 0 | ||
Number of recalled products | recalled | 5 | |||
Business interruption insurance recovery | $ 3,000 | |||
Gain on Business Interruption Insurance Recovery, Statement of Income or Comprehensive Income [Extensible Enumeration] | Loss from discontinued operations, net of tax | |||
O Olive & Vinegar | ||||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | ||||
Goodwill impairment loss | $ 5,200 | |||
O Olive & Vinegar | Trademarks | ||||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | ||||
Impairment of goodwill and long-lived and indefinite-lived assets | 1,100 | |||
O Olive & Vinegar | Customer relationships | ||||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | ||||
Impairment of goodwill and long-lived and indefinite-lived assets | 500 | |||
Yucatan Foods | ||||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | ||||
Goodwill impairment loss | 20,000 | 2,700 | ||
Yucatan Foods | Trademarks | ||||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | ||||
Impairment of goodwill and long-lived and indefinite-lived assets | 8,400 | $ 3,500 | ||
Eat Smart | ||||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | ||||
Goodwill impairment loss | $ 32,100 |
Organization, Basis of Prese_16
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Diluted Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Net Income (Loss) Attributable to Parent [Abstract] | |||||||
Net loss | $ (13,086) | $ (38,521) | $ (9,509) | $ (114,679) | $ (32,665) | $ (38,191) | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||||||
Weighted average shares for basic net loss per share (in shares) | 29,466 | 29,294 | 29,162 | ||||
Weighted Average Number of Shares Outstanding, Diluted, Adjustment [Abstract] | |||||||
Stock options and restricted stock units (in shares) | 0 | 0 | 0 | ||||
Weighted average shares for diluted net loss per share (in shares) | 29,482 | 29,459 | 29,466 | 29,294 | 29,162 | ||
Diluted net loss per share (in dollars per share) | $ (0.44) | $ (2.09) | $ (3.90) | $ (1.12) | $ (1.31) |
Organization, Basis of Prese_17
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Employee Savings, Fair Value Measurements Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jun. 01, 2021 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||||
Amount participants are allowed to contribute of their salaries | 50% | ||||
Company contribution to employee contribution plan | $ 1,400,000 | $ 1,100,000 | $ 1,100,000 | ||
Proceeds from sale of investment in non-public company | $ 45,100,000 | 45,100,000 | 0 | $ 0 | |
BreatheWay | Prepaid Expenses and Other Current Assets | |||||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||||
Asset held for sale | $ 1,000,000 | ||||
Windset | |||||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||||
Gain (loss) on investments | $ 0 | ||||
Rock Hill, South Carolina, Distribution Facility | |||||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||||
Asset held for sale | $ 500,000 | ||||
Windset | |||||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||||
Proceeds from sale of investment in non-public company | $ 45,100,000 | ||||
First Three Percent Match | |||||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||||
Company match of contribution plan, percent | 100% | ||||
Percent of employees' gross pay | 3% | ||||
Next Two Percent Match | |||||
Organization, Basis of Presentation, and Summary of Significant Accounting Policies [Line Items] | |||||
Company match of contribution plan, percent | 50% | ||||
Percent of employees' gross pay | 2% |
Organization, Basis of Prese_18
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Significant Unobservable Inputs Used in Discounted Cash Flow Models (Details) - Windset | 12 Months Ended |
May 30, 2021 | |
Revenue growth rates | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input | 0.07 |
Revenue growth rates | Weighted Average | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input | 0.069 |
Expense growth rates | Minimum | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input | 0 |
Expense growth rates | Maximum | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input | 0.08 |
Expense growth rates | Weighted Average | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input | 0.055 |
Discount rates | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input | 0.10 |
Organization, Basis of Prese_19
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | May 29, 2022 | May 30, 2021 |
Liabilities: | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other non-current liabilities | Other non-current liabilities |
Level 1 | ||
Assets: | ||
Assets held for sale - nonrecurring | $ 0 | $ 0 |
Assets held for sale - nonrecurring | 0 | 0 |
Level 1 | Fair Value, Measurements, Recurring | ||
Assets: | ||
Investment in non-public company | 0 | 0 |
Property & equipment, as restated | 0 | 0 |
Customer relationships, as restated | 0 | 0 |
Tradenames, as restated | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Interest rate swap contracts | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | ||
Assets: | ||
Assets held for sale - nonrecurring | 0 | 0 |
Assets held for sale - nonrecurring | 0 | 0 |
Level 2 | Fair Value, Measurements, Recurring | ||
Assets: | ||
Investment in non-public company | 0 | 0 |
Property & equipment, as restated | 3,500 | 0 |
Customer relationships, as restated | 0 | 0 |
Tradenames, as restated | 0 | 0 |
Total assets | 3,500 | 0 |
Liabilities: | ||
Interest rate swap contracts | 0 | 1,736 |
Total liabilities | 0 | 1,736 |
Level 3 | ||
Assets: | ||
Assets held for sale - nonrecurring | 1,027 | 0 |
Assets held for sale - nonrecurring | 0 | 515 |
Level 3 | Fair Value, Measurements, Recurring | ||
Assets: | ||
Investment in non-public company | 0 | 45,100 |
Property & equipment, as restated | 0 | 0 |
Customer relationships, as restated | 1,400 | 0 |
Tradenames, as restated | 4,000 | 0 |
Total assets | 6,427 | 45,615 |
Liabilities: | ||
Interest rate swap contracts | 0 | 0 |
Total liabilities | $ 0 | $ 0 |
Organization, Basis of Prese_20
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value Reconciliation of Level 3 (Details) - Windset Investment $ in Thousands | 12 Months Ended |
May 29, 2022 USD ($) | |
Investments [Abstract] | |
Beginning Balance | $ 45,100 |
Sale of Investment in non-public company | (45,100) |
Ending Balance | $ 0 |
Organization, Basis of Prese_21
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value Assumptions (Details) | May 29, 2022 |
Measurement Input, Revenue Multiple | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Intangible assets, measurement input | 0.025 |
Measurement Input, Revenue Multiple | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Intangible assets, measurement input | 0.073 |
Measurement Input, Revenue Multiple | Weighted Average | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Intangible assets, measurement input | 0.034 |
Measurement Input, Gross Profit | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Intangible assets, measurement input | 0.060 |
Measurement Input, Gross Profit | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Intangible assets, measurement input | 0.155 |
Measurement Input, Gross Profit | Weighted Average | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Intangible assets, measurement input | 0.145 |
Discount rates | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Intangible assets, measurement input | 0.087 |
Discount rates | Customer relationships | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Intangible assets, measurement input | 0.19 |
Discount rates | Tradenames | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Intangible assets, measurement input | 0.19 |
Measurement Input, Attrition Rate | Customer relationships | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Intangible assets, measurement input | 0.10 |
Measurement Input, Royalty Rate | Tradenames | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Intangible assets, measurement input | 0.01 |
Organization, Basis of Prese_22
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Balance Sheet Error Correction (Details) - USD ($) $ in Thousands | May 29, 2022 | Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | May 30, 2021 | May 31, 2020 | May 26, 2019 |
ASSETS | |||||||
Property and equipment, net | $ 118,531 | $ 120,286 | |||||
Trademarks/tradenames, net | 8,700 | 17,100 | |||||
Customer relationships, net | 1,400 | 8,532 | |||||
Assets | 277,806 | 502,924 | $ 293,501 | ||||
Liabilities [Abstract] | |||||||
Deferred taxes, net | 126 | 6,140 | |||||
Total Liabilities | 187,109 | $ 181,858 | 300,140 | ||||
Retained earnings (accumulated deficit) | (76,099) | (22,536) | 38,580 | ||||
Total Stockholders’ Equity | 90,697 | 143,724 | $ 156,090 | $ 193,833 | 202,784 | $ 231,044 | $ 270,144 |
Total Liabilities and Stockholders’ Equity | 277,806 | 325,582 | 502,924 | ||||
As reported | |||||||
ASSETS | |||||||
Property and equipment, net | 130,435 | 112,770 | |||||
Trademarks/tradenames, net | 8,400 | ||||||
Customer relationships, net | 7,150 | ||||||
Assets | 295,160 | 502,924 | |||||
Liabilities [Abstract] | |||||||
Deferred taxes, net | 232 | ||||||
Total Liabilities | 187,215 | 181,510 | 300,140 | ||||
Retained earnings (accumulated deficit) | (58,851) | (22,188) | |||||
Total Stockholders’ Equity | 107,945 | 144,072 | $ 156,202 | $ 193,865 | 202,784 | ||
Total Liabilities and Stockholders’ Equity | 295,160 | 325,582 | |||||
Adjustment | |||||||
ASSETS | |||||||
Property and equipment, net | (11,904) | 7,516 | |||||
Trademarks/tradenames, net | 300 | ||||||
Customer relationships, net | (5,750) | ||||||
Assets | (17,354) | 0 | |||||
Liabilities [Abstract] | |||||||
Deferred taxes, net | (106) | ||||||
Total Liabilities | (106) | 348 | $ 0 | ||||
Retained earnings (accumulated deficit) | (17,248) | (348) | |||||
Total Stockholders’ Equity | (17,248) | (348) | |||||
Total Liabilities and Stockholders’ Equity | $ (17,354) | $ 0 |
Organization, Basis of Prese_23
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Income Statement Error Correction (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 29, 2022 | Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | May 30, 2021 | Feb. 28, 2021 | Nov. 29, 2020 | Aug. 30, 2020 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Product sales | $ 47,628 | $ 53,074 | $ 43,452 | $ 41,632 | $ 44,916 | $ 44,690 | $ 39,945 | $ 41,995 | $ 138,158 | $ 185,786 | $ 171,546 | $ 160,066 |
Cost of product sales | 39,854 | 99,900 | 135,416 | 121,075 | 120,679 | |||||||
Gross profit | 12,112 | 13,220 | 14,635 | 10,403 | 14,580 | 14,441 | 13,601 | 7,849 | 38,258 | 50,370 | 50,471 | 39,387 |
Operating costs and expenses: | ||||||||||||
Research and development | 2,056 | 5,785 | 7,841 | 7,423 | 7,582 | |||||||
Selling, general and administrative | 16,350 | 34,113 | 46,127 | 37,660 | 40,674 | |||||||
Impairment of goodwill and long-lived and indefinite-lived assets | 46,089 | 0 | 12,953 | |||||||||
Restructuring costs | 5,270 | 7,530 | 8,961 | 3,759 | 4,054 | |||||||
Total operating costs and expenses | 23,676 | 47,428 | 109,018 | 50,605 | 65,263 | |||||||
Operating loss | (10,456) | (9,170) | (58,648) | (134) | (25,876) | |||||||
Interest income | 20 | 66 | 81 | 48 | 72 | |||||||
Interest expense, net | (4,105) | (13,877) | (17,357) | (10,387) | (4,646) | |||||||
Transition services income | 5,473 | 5,473 | 5,814 | 0 | 0 | |||||||
Other income (expense), net | 454 | 642 | 641 | 111 | (195) | |||||||
Net loss from continuing operations before taxes | (8,614) | (16,866) | (69,469) | (11,472) | (30,645) | |||||||
Income tax benefit | 313 | 5,026 | 5,945 | 1,903 | 8,774 | |||||||
Net loss from continuing operations | (51,684) | (8,301) | 3,675 | (7,214) | (780) | (1,465) | (2,367) | (4,957) | (11,840) | (63,524) | (9,569) | (21,871) |
Discontinued operations: | ||||||||||||
Loss from discontinued operations | (51,276) | (28,994) | (20,662) | |||||||||
Income tax benefit | 121 | 5,898 | 4,342 | |||||||||
Loss from discontinued operations, net of tax | $ (1,879) | (4,785) | $ (42,196) | $ (2,295) | $ (2,085) | $ (4,033) | $ (10,934) | $ (6,044) | (49,276) | (51,155) | (23,096) | (16,320) |
Net loss | $ (13,086) | $ (61,116) | $ (114,679) | $ (32,665) | $ (38,191) | |||||||
Basic net loss per share: | ||||||||||||
Loss from continuing operations (in dollars per share) | $ (1.75) | $ (0.28) | $ 0.12 | $ (0.25) | $ (0.03) | $ (0.05) | $ (0.08) | $ (0.17) | $ (0.41) | $ (2.16) | $ (0.33) | $ (0.75) |
Loss from discontinued operations (in dollars per share) | (0.06) | (0.16) | (1.44) | (0.08) | (0.07) | (0.14) | (0.37) | (0.21) | (1.68) | (1.74) | (0.79) | (0.56) |
Total basic net loss per share (in dollars per share) | (0.44) | (2.09) | (3.90) | (1.12) | (1.31) | |||||||
Diluted net loss per share: | ||||||||||||
Loss from continuing operations (in dollars per share) | (1.75) | (0.28) | 0.12 | (0.25) | (0.03) | (0.05) | (0.08) | (0.17) | (0.41) | (2.16) | (0.33) | (0.75) |
Loss from discontinued operations (in dollars per share) | $ (0.06) | (0.16) | $ (1.44) | $ (0.08) | $ (0.07) | $ (0.14) | $ (0.37) | $ (0.21) | (1.68) | (1.74) | (0.79) | (0.56) |
Total diluted net loss per share (in dollars per share) | $ (0.44) | $ (2.09) | $ (3.90) | $ (1.12) | $ (1.31) | |||||||
Total comprehensive loss | $ (12,982) | $ (60,470) | $ (113,907) | $ (31,215) | $ (41,063) | |||||||
As reported | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Product sales | 53,074 | 138,158 | 185,786 | |||||||||
Cost of product sales | 39,179 | 99,113 | 135,416 | |||||||||
Gross profit | 13,895 | 39,045 | 50,370 | |||||||||
Operating costs and expenses: | ||||||||||||
Research and development | 2,056 | 5,785 | 7,841 | |||||||||
Selling, general and administrative | 9,725 | 27,207 | 46,127 | |||||||||
Impairment of goodwill and long-lived and indefinite-lived assets | 28,735 | |||||||||||
Restructuring costs | 5,865 | 8,406 | 8,961 | |||||||||
Total operating costs and expenses | 17,646 | 41,398 | 91,664 | |||||||||
Operating loss | (3,751) | (2,353) | (41,294) | |||||||||
Interest income | 20 | 66 | 81 | |||||||||
Interest expense, net | (4,105) | (13,877) | (17,357) | |||||||||
Transition services income | 0 | 0 | 5,814 | |||||||||
Other income (expense), net | 454 | 642 | 641 | |||||||||
Net loss from continuing operations before taxes | (7,382) | (15,522) | (52,115) | |||||||||
Income tax benefit | 276 | 5,012 | 5,839 | |||||||||
Net loss from continuing operations | $ (34,436) | (7,106) | (10,510) | (46,276) | ||||||||
Discontinued operations: | ||||||||||||
Loss from discontinued operations | (51,276) | |||||||||||
Income tax benefit | 121 | |||||||||||
Loss from discontinued operations, net of tax | (5,744) | (50,258) | (51,155) | |||||||||
Net loss | $ (12,850) | $ (60,768) | $ (97,431) | |||||||||
Basic net loss per share: | ||||||||||||
Loss from continuing operations (in dollars per share) | $ (1.16) | $ (0.24) | $ (0.36) | $ (1.57) | ||||||||
Loss from discontinued operations (in dollars per share) | (0.19) | (1.71) | (1.74) | |||||||||
Total basic net loss per share (in dollars per share) | (0.43) | (2.07) | (3.31) | |||||||||
Diluted net loss per share: | ||||||||||||
Loss from continuing operations (in dollars per share) | $ (1.16) | (0.24) | (0.36) | (1.57) | ||||||||
Loss from discontinued operations (in dollars per share) | (0.19) | (1.71) | (1.74) | |||||||||
Total diluted net loss per share (in dollars per share) | $ (0.43) | $ (2.07) | $ (3.31) | |||||||||
Total comprehensive loss | $ (12,746) | $ (60,122) | $ (96,659) | |||||||||
Adjustment | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Product sales | 0 | 0 | 0 | |||||||||
Cost of product sales | 675 | 787 | 0 | |||||||||
Gross profit | (675) | (787) | 0 | |||||||||
Operating costs and expenses: | ||||||||||||
Research and development | 0 | 0 | 0 | |||||||||
Selling, general and administrative | 6,625 | 6,906 | 0 | |||||||||
Impairment of goodwill and long-lived and indefinite-lived assets | 17,354 | |||||||||||
Restructuring costs | (595) | (876) | 0 | |||||||||
Total operating costs and expenses | 6,030 | 6,030 | 17,354 | |||||||||
Operating loss | (6,705) | (6,817) | (17,354) | |||||||||
Interest income | 0 | 0 | 0 | |||||||||
Interest expense, net | 0 | 0 | 0 | |||||||||
Transition services income | 5,473 | 5,473 | 0 | |||||||||
Other income (expense), net | 0 | 0 | 0 | |||||||||
Net loss from continuing operations before taxes | (1,232) | (1,344) | (17,354) | |||||||||
Income tax benefit | 37 | 14 | 106 | |||||||||
Net loss from continuing operations | (1,195) | (1,330) | (17,248) | |||||||||
Discontinued operations: | ||||||||||||
Loss from discontinued operations | 0 | |||||||||||
Income tax benefit | 0 | |||||||||||
Loss from discontinued operations, net of tax | 959 | 982 | 0 | |||||||||
Net loss | $ (236) | $ (348) | $ (17,248) | |||||||||
Basic net loss per share: | ||||||||||||
Loss from continuing operations (in dollars per share) | $ (0.04) | $ (0.05) | $ (0.59) | |||||||||
Loss from discontinued operations (in dollars per share) | 0.03 | 0.03 | 0 | |||||||||
Total basic net loss per share (in dollars per share) | (0.01) | (0.02) | (0.59) | |||||||||
Diluted net loss per share: | ||||||||||||
Loss from continuing operations (in dollars per share) | (0.04) | (0.05) | (0.59) | |||||||||
Loss from discontinued operations (in dollars per share) | 0.03 | 0.03 | 0 | |||||||||
Total diluted net loss per share (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.59) | |||||||||
Total comprehensive loss | $ (236) | $ (348) | $ (17,248) |
Organization, Basis of Prese_24
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Stockholders' Equity Error Correction (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Beginning balance | $ 156,090 | $ 193,833 | $ 202,784 | $ 202,784 | $ 202,784 | $ 231,044 | $ 270,144 |
Issuance of stock under stock plans, net of shares withheld | 1 | 30 | |||||
Taxes paid by Company for employee stock plans | (789) | (405) | (212) | ||||
Stock-based compensation | 2,608 | 3,360 | 2,419 | ||||
Net loss | (13,086) | (38,521) | (9,509) | (114,679) | (32,665) | (38,191) | |
Other comprehensive (loss) income, net of tax | 104 | 646 | 772 | 1,450 | (2,872) | ||
Ending balance | 143,724 | 156,090 | 193,833 | 143,724 | 90,697 | 202,784 | 231,044 |
Retained Earnings (Accumulated Deficit) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Beginning balance | (9,450) | 29,071 | 38,580 | 38,580 | 38,580 | 71,245 | 109,710 |
Net loss | (13,086) | (38,521) | (9,509) | (114,679) | (32,665) | (38,191) | |
Ending balance | (22,536) | (9,450) | 29,071 | (22,536) | (76,099) | 38,580 | $ 71,245 |
As reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Beginning balance | 156,202 | 193,865 | 202,784 | 202,784 | 202,784 | ||
Issuance of stock under stock plans, net of shares withheld | 1 | ||||||
Taxes paid by Company for employee stock plans | (789) | ||||||
Stock-based compensation | 2,608 | ||||||
Net loss | (12,850) | (38,441) | (9,477) | (97,431) | |||
Other comprehensive (loss) income, net of tax | 104 | 646 | 772 | ||||
Ending balance | 144,072 | 156,202 | 193,865 | 144,072 | 107,945 | 202,784 | |
As reported | Retained Earnings (Accumulated Deficit) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Beginning balance | (9,338) | 29,103 | 38,580 | 38,580 | 38,580 | ||
Net loss | (12,850) | (38,441) | (9,477) | (97,431) | |||
Ending balance | (22,188) | (9,338) | 29,103 | (22,188) | (58,851) | 38,580 | |
Adjustment | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Other comprehensive (loss) income, net of tax | 0 | 0 | |||||
Ending balance | (348) | (348) | (17,248) | ||||
Adjustment | Retained Earnings (Accumulated Deficit) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Beginning balance | (112) | (32) | 0 | 0 | 0 | ||
Net loss | (236) | (80) | (32) | (17,248) | |||
Ending balance | $ (348) | $ (112) | $ (32) | $ (348) | $ (17,248) | $ 0 |
Organization, Basis of Prese_25
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Cash Flow Error Correction (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 27, 2022 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Cash flows from operating activities: | |||||
Net loss | $ (13,086) | $ (61,116) | $ (114,679) | $ (32,665) | $ (38,191) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||
Impairment of goodwill and long-lived and indefinite-lived assets | 32,057 | 78,146 | 0 | 12,953 | |
Deferred taxes | (5,471) | (6,990) | (7,893) | (5,440) | |
Net cash used in operating activities | (22,045) | (24,399) | $ 15,017 | $ (17,041) | |
As reported | |||||
Cash flows from operating activities: | |||||
Net loss | (12,850) | (60,768) | (97,431) | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||
Impairment of goodwill and long-lived and indefinite-lived assets | 32,057 | 60,792 | |||
Deferred taxes | (5,471) | (6,884) | |||
Net cash used in operating activities | (24,435) | (24,399) | |||
Adjustment | |||||
Cash flows from operating activities: | |||||
Net loss | $ (236) | (348) | (17,248) | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||
Impairment of goodwill and long-lived and indefinite-lived assets | 0 | 17,354 | |||
Deferred taxes | 0 | (106) | |||
Net cash used in operating activities | $ 2,390 | $ 0 |
Organization, Basis of Prese_26
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Diluted Earnings Per Share Error Correction (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 27, 2022 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Net Income (Loss) Attributable to Parent [Abstract] | |||||
Net loss | $ (13,086) | $ (61,116) | $ (114,679) | $ (32,665) | $ (38,191) |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||||
Basic (in shares) | 29,466 | 29,294 | 29,162 | ||
Diluted (in shares) | 29,482 | 29,459 | 29,466 | 29,294 | 29,162 |
Basic net loss per share (in dollars per share) | $ (0.44) | $ (2.09) | $ (3.90) | $ (1.12) | $ (1.31) |
Diluted net loss per share (in dollars per share) | $ (0.44) | $ (2.09) | $ (3.90) | $ (1.12) | $ (1.31) |
As reported | |||||
Net Income (Loss) Attributable to Parent [Abstract] | |||||
Net loss | $ (12,850) | $ (60,768) | $ (97,431) | ||
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||||
Diluted (in shares) | 29,482 | 29,459 | 29,466 | ||
Basic net loss per share (in dollars per share) | $ (0.43) | $ (2.07) | $ (3.31) | ||
Diluted net loss per share (in dollars per share) | $ (0.43) | $ (2.07) | $ (3.31) | ||
Adjustment | |||||
Net Income (Loss) Attributable to Parent [Abstract] | |||||
Net loss | $ (236) | $ (348) | $ (17,248) | ||
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||||
Basic (in shares) | 0 | ||||
Diluted (in shares) | 29,482 | 29,459 | 0 | ||
Basic net loss per share (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.59) | ||
Diluted net loss per share (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.59) |
Organization, Basis of Prese_27
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands | May 29, 2022 | May 30, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | $ 167,071 | $ 163,743 |
Less accumulated depreciation and amortization | (48,540) | (43,457) |
Property and equipment, net | 118,531 | 120,286 |
Land | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | 3,710 | 3,670 |
Buildings | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | 58,359 | 47,880 |
Leasehold improvements | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | 5,143 | 6,465 |
Computers, capitalized software, machinery, equipment and autos | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | 74,974 | 71,832 |
Furniture and fixtures | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | 2,099 | 2,513 |
Construction in process | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | 22,786 | 31,383 |
As reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | 184,935 | |
Less accumulated depreciation and amortization | (54,500) | |
Property and equipment, net | 130,435 | 112,770 |
As reported | Land | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | 3,710 | |
As reported | Buildings | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | 60,271 | |
As reported | Leasehold improvements | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | 6,793 | |
As reported | Computers, capitalized software, machinery, equipment and autos | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | 88,936 | |
As reported | Furniture and fixtures | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | 2,290 | |
As reported | Construction in process | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | 22,935 | |
Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | (17,864) | |
Less accumulated depreciation and amortization | 5,960 | |
Property and equipment, net | (11,904) | $ 7,516 |
Adjustment | Land | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | 0 | |
Adjustment | Buildings | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | (1,912) | |
Adjustment | Leasehold improvements | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | (1,650) | |
Adjustment | Computers, capitalized software, machinery, equipment and autos | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | (13,962) | |
Adjustment | Furniture and fixtures | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | (191) | |
Adjustment | Construction in process | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross property and equipment | $ (149) |
Organization, Basis of Prese_28
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Accumulated Amortization (Details) - USD ($) $ in Thousands | May 29, 2022 | May 30, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Total intangible assets | $ 13,800 | $ 31,800 |
Accumulated Amortization | 3,700 | 6,168 |
Trademarks/tradenames | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross Carrying Amount | 8,700 | 17,100 |
As reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Total intangible assets | 23,100 | |
Accumulated Amortization | 7,550 | |
As reported | Trademarks/tradenames | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross Carrying Amount | 8,400 | |
Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Total intangible assets | (9,300) | |
Accumulated Amortization | (3,850) | |
Adjustment | Trademarks/tradenames | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross Carrying Amount | 300 | |
Curation Foods | Trademarks/tradenames | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross Carrying Amount | 500 | 500 |
Curation Foods | Trademarks/tradenames | Yucatan Foods | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross Carrying Amount | 4,000 | 12,400 |
Curation Foods | As reported | Trademarks/tradenames | Yucatan Foods | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross Carrying Amount | 3,700 | |
Curation Foods | Adjustment | Trademarks/tradenames | Yucatan Foods | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross Carrying Amount | 300 | |
Customer relationships | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross Carrying Amount | 5,100 | 14,700 |
Accumulated Amortization | 3,700 | 6,168 |
Customer relationships | As reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross Carrying Amount | 14,700 | |
Accumulated Amortization | 7,550 | |
Customer relationships | Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross Carrying Amount | (9,600) | |
Accumulated Amortization | (3,850) | |
Customer relationships | Curation Foods | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross Carrying Amount | 1,400 | 11,000 |
Accumulated Amortization | 0 | $ 2,750 |
Customer relationships | Curation Foods | As reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross Carrying Amount | 11,000 | |
Accumulated Amortization | 3,850 | |
Customer relationships | Curation Foods | Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Gross Carrying Amount | (9,600) | |
Accumulated Amortization | $ (3,850) |
Organization, Basis of Prese_29
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Amortization Expense (Details) $ in Thousands | May 29, 2022 USD ($) |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Fiscal year 2023 | $ 215 |
Fiscal year 2024 | 215 |
Fiscal year 2025 | 215 |
Fiscal year 2026 | 215 |
Fiscal year 2027 | 215 |
Total | 1,075 |
As reported | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Fiscal year 2023 | 1,100 |
Fiscal year 2024 | 1,100 |
Fiscal year 2025 | 1,100 |
Fiscal year 2026 | 1,100 |
Fiscal year 2027 | 1,100 |
Total | 5,500 |
Adjustment | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Fiscal year 2023 | (885) |
Fiscal year 2024 | (885) |
Fiscal year 2025 | (885) |
Fiscal year 2026 | (885) |
Fiscal year 2027 | (885) |
Total | $ (4,425) |
Organization, Basis of Prese_30
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Income Tax Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 27, 2022 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Current: | |||||
Federal | $ 0 | $ (38) | $ (7,723) | ||
State | 23 | 74 | 38 | ||
Foreign | 356 | 56 | 56 | ||
Total | 379 | 92 | (7,629) | ||
Deferred: | |||||
Federal | (5,670) | (1,536) | (983) | ||
State | (654) | (459) | (162) | ||
Total | (6,324) | (1,995) | (1,145) | ||
Income tax benefit | $ (313) | $ (5,026) | (5,945) | $ (1,903) | $ (8,774) |
As reported | |||||
Deferred: | |||||
Federal | (5,562) | ||||
State | (656) | ||||
Total | (6,218) | ||||
Income tax benefit | (276) | (5,012) | (5,839) | ||
Adjustment | |||||
Deferred: | |||||
Federal | (108) | ||||
State | 2 | ||||
Total | (106) | ||||
Income tax benefit | $ (37) | $ (14) | $ (106) |
Organization, Basis of Prese_31
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 27, 2022 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Tax at U.S. statutory rate | $ (14,548) | $ (2,409) | $ (6,435) | ||
State income taxes, net of federal benefit | (2,195) | (304) | (1,048) | ||
Tax reform/CARES Act | 0 | 0 | (2,770) | ||
Change in valuation allowance | 10,134 | 2,667 | 2,014 | ||
Tax credit carryforwards | (436) | (606) | (613) | ||
Other compensation-related activity | 234 | 249 | 334 | ||
Impairment of goodwill | 2,347 | 0 | 647 | ||
Foreign rate differential | (496) | (1,414) | (986) | ||
Other | (985) | (86) | 83 | ||
Income tax benefit | $ (313) | $ (5,026) | $ (5,945) | $ (1,903) | $ (8,774) |
Effective tax rate for the fiscal year benefit | 8.56% | 16.59% | 28.63% | ||
As reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Tax at U.S. statutory rate | $ (10,904) | ||||
State income taxes, net of federal benefit | (1,639) | ||||
Tax reform/CARES Act | 0 | ||||
Change in valuation allowance | 6,040 | ||||
Tax credit carryforwards | (436) | ||||
Other compensation-related activity | 234 | ||||
Impairment of goodwill | 2,347 | ||||
Foreign rate differential | (496) | ||||
Other | (985) | ||||
Income tax benefit | (276) | (5,012) | $ (5,839) | ||
Effective tax rate for the fiscal year benefit | 11.20% | ||||
Adjustment | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Tax at U.S. statutory rate | $ (3,644) | ||||
State income taxes, net of federal benefit | (556) | ||||
Tax reform/CARES Act | 0 | ||||
Change in valuation allowance | 4,094 | ||||
Tax credit carryforwards | 0 | ||||
Other compensation-related activity | 0 | ||||
Impairment of goodwill | 0 | ||||
Foreign rate differential | 0 | ||||
Other | 0 | ||||
Income tax benefit | $ (37) | $ (14) | $ (106) | ||
Effective tax rate for the fiscal year benefit | (2.64%) |
Organization, Basis of Prese_32
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | May 29, 2022 | May 30, 2021 |
Deferred tax assets: | ||
Accruals and reserves | $ 867 | $ 3,366 |
Net operating loss carryforwards | 28,558 | 21,916 |
Stock-based compensation | 880 | 1,123 |
Research and AMT credit carryforwards | 5,611 | 5,150 |
Lease liability | 2,874 | 5,902 |
Limitations on business interest expense | 4,245 | 2,411 |
Goodwill and other indefinite life intangibles | 2,745 | 0 |
Other | 750 | 927 |
Gross deferred tax assets | 46,530 | 40,795 |
Valuation allowance | (35,942) | (10,460) |
Net deferred tax assets | 10,588 | 30,335 |
Deferred tax liabilities: | ||
Depreciation and amortization | (8,614) | (16,600) |
Right of use asset | (2,100) | (5,087) |
Deferred tax liabilities | (10,714) | (36,475) |
Net deferred tax liabilities | (126) | $ (6,140) |
As reported | ||
Deferred tax assets: | ||
Accruals and reserves | 867 | |
Net operating loss carryforwards | 28,558 | |
Stock-based compensation | 880 | |
Research and AMT credit carryforwards | 5,611 | |
Lease liability | 2,874 | |
Limitations on business interest expense | 4,245 | |
Goodwill and other indefinite life intangibles | 1,426 | |
Other | 750 | |
Gross deferred tax assets | 45,211 | |
Valuation allowance | (31,848) | |
Net deferred tax assets | 13,363 | |
Deferred tax liabilities: | ||
Depreciation and amortization | (11,495) | |
Right of use asset | (2,100) | |
Deferred tax liabilities | (13,595) | |
Net deferred tax liabilities | (232) | |
Adjustment | ||
Deferred tax assets: | ||
Accruals and reserves | 0 | |
Net operating loss carryforwards | 0 | |
Stock-based compensation | 0 | |
Research and AMT credit carryforwards | 0 | |
Lease liability | 0 | |
Limitations on business interest expense | 0 | |
Goodwill and other indefinite life intangibles | 1,319 | |
Other | ||
Gross deferred tax assets | 1,319 | |
Valuation allowance | (4,094) | |
Net deferred tax assets | (2,775) | |
Deferred tax liabilities: | ||
Depreciation and amortization | 2,881 | |
Right of use asset | 0 | |
Deferred tax liabilities | 2,881 | |
Net deferred tax liabilities | $ 106 |
Organization, Basis of Prese_33
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 29, 2022 | Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | May 30, 2021 | Feb. 28, 2021 | Nov. 29, 2020 | Aug. 30, 2020 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | $ (51,684) | $ (8,301) | $ 3,675 | $ (7,214) | $ (780) | $ (1,465) | $ (2,367) | $ (4,957) | $ (11,840) | $ (63,524) | $ (9,569) | $ (21,871) |
Income tax (benefit) expense | (313) | (5,026) | (5,945) | (1,903) | (8,774) | |||||||
Identifiable assets | 277,806 | 502,924 | 277,806 | 502,924 | 293,501 | |||||||
Property and equipment, net | 118,531 | 120,286 | 118,531 | 120,286 | ||||||||
United States | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Property and equipment, net | 115,000 | 105,300 | 115,000 | 105,300 | ||||||||
Mexico | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Property and equipment, net | 3,500 | 15,000 | 3,500 | 15,000 | ||||||||
Lifecore | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | 5,054 | 11,317 | 16,675 | 14,461 | 11,749 | |||||||
Income tax (benefit) expense | 5,266 | 4,568 | 3,346 | |||||||||
Identifiable assets | 213,969 | 213,969 | 165,461 | |||||||||
Curation Foods | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | (7,043) | 4,183 | (47,783) | (357) | (17,728) | |||||||
Income tax (benefit) expense | (13,831) | (3,020) | (8,686) | |||||||||
Identifiable assets | 59,594 | 59,594 | 117,427 | |||||||||
Other | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | (6,312) | (27,340) | (32,416) | (23,673) | (15,892) | |||||||
Income tax (benefit) expense | 2,620 | (3,451) | (3,434) | |||||||||
Identifiable assets | 4,243 | 4,243 | $ 10,613 | |||||||||
As reported | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | (34,436) | (7,106) | (10,510) | (46,276) | ||||||||
Income tax (benefit) expense | (276) | (5,012) | (5,839) | |||||||||
Identifiable assets | 295,160 | 502,924 | 295,160 | 502,924 | ||||||||
Property and equipment, net | 130,435 | 112,770 | 130,435 | 112,770 | ||||||||
As reported | United States | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Property and equipment, net | 115,000 | 115,000 | ||||||||||
As reported | Mexico | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Property and equipment, net | 15,400 | 15,400 | ||||||||||
As reported | Lifecore | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | 5,054 | 11,317 | 16,675 | |||||||||
Income tax (benefit) expense | 5,266 | |||||||||||
Identifiable assets | 213,969 | 213,969 | ||||||||||
As reported | Curation Foods | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | (5,848) | 5,513 | (30,429) | |||||||||
Income tax (benefit) expense | (13,831) | |||||||||||
Identifiable assets | 76,948 | 76,948 | ||||||||||
As reported | Other | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | (6,312) | (27,340) | (32,522) | |||||||||
Income tax (benefit) expense | 2,726 | |||||||||||
Identifiable assets | 4,243 | 4,243 | ||||||||||
Adjustment | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | (1,195) | (1,330) | (17,248) | |||||||||
Income tax (benefit) expense | (37) | (14) | (106) | |||||||||
Identifiable assets | (17,354) | 0 | (17,354) | 0 | ||||||||
Property and equipment, net | (11,904) | $ 7,516 | (11,904) | $ 7,516 | ||||||||
Adjustment | United States | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Property and equipment, net | 0 | 0 | ||||||||||
Adjustment | Mexico | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Property and equipment, net | (11,900) | (11,900) | ||||||||||
Adjustment | Lifecore | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | 0 | 0 | 0 | |||||||||
Income tax (benefit) expense | 0 | |||||||||||
Identifiable assets | 0 | 0 | ||||||||||
Adjustment | Curation Foods | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | (1,195) | (1,330) | (17,354) | |||||||||
Income tax (benefit) expense | 0 | |||||||||||
Identifiable assets | (17,354) | (17,354) | ||||||||||
Adjustment | Other | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | $ 0 | $ 0 | 106 | |||||||||
Income tax (benefit) expense | (106) | |||||||||||
Identifiable assets | $ 0 | $ 0 |
Organization, Basis of Prese_34
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Quarterly (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 29, 2022 | Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | May 30, 2021 | Feb. 28, 2021 | Nov. 29, 2020 | Aug. 30, 2020 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | $ (51,684) | $ (8,301) | $ 3,675 | $ (7,214) | $ (780) | $ (1,465) | $ (2,367) | $ (4,957) | $ (11,840) | $ (63,524) | $ (9,569) | $ (21,871) |
Net (loss) income per diluted share from continuing operations (in dollars per share) | $ (1.75) | $ (0.28) | $ 0.12 | $ (0.25) | $ (0.03) | $ (0.05) | $ (0.08) | $ (0.17) | $ (0.41) | $ (2.16) | $ (0.33) | $ (0.75) |
Net (loss) income per basic share from continuing operations (in dollars per share) | $ (1.75) | $ (0.28) | $ 0.12 | $ (0.25) | $ (0.03) | $ (0.05) | $ (0.08) | $ (0.17) | $ (0.41) | $ (2.16) | $ (0.33) | $ (0.75) |
As reported | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | $ (34,436) | $ (7,106) | $ (10,510) | $ (46,276) | ||||||||
Net (loss) income per diluted share from continuing operations (in dollars per share) | $ (1.16) | $ (0.24) | $ (0.36) | $ (1.57) | ||||||||
Net (loss) income per basic share from continuing operations (in dollars per share) | $ (1.16) | $ (0.24) | $ (0.36) | $ (1.57) | ||||||||
Adjustment | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net (loss) income from continuing operations | $ (1,195) | $ (1,330) | $ (17,248) | |||||||||
Net (loss) income per diluted share from continuing operations (in dollars per share) | $ (0.04) | $ (0.05) | $ (0.59) | |||||||||
Net (loss) income per basic share from continuing operations (in dollars per share) | $ (0.04) | $ (0.05) | $ (0.59) |
Investment in Non-public Comp_2
Investment in Non-public Company (Details) | 12 Months Ended | |||||||
Jun. 01, 2021 USD ($) | Oct. 29, 2014 USD ($) shares | Jul. 15, 2014 USD ($) shares | Feb. 15, 2011 USD ($) shares | May 30, 2021 USD ($) | May 31, 2020 USD ($) | May 26, 2019 USD ($) shares | Mar. 15, 2017 USD ($) director | |
Windset | ||||||||
Investment Holdings [Line Items] | ||||||||
Investment ownership percentage | 26.90% | 26.90% | ||||||
Dividend income | $ 1,100,000 | $ 1,100,000 | ||||||
Change in market value of company's investment | $ 11,800,000 | $ (4,200,000) | ||||||
Number of designated board of directors | director | 1 | |||||||
Number of directors | director | 5 | |||||||
Windset | Curation Foods | ||||||||
Investment Holdings [Line Items] | ||||||||
Payments to acquire investments | $ 11,000,000 | |||||||
Time frame to be paid after anniversary | 90 days | |||||||
Liquidation value | $ 20,100,000 | |||||||
Payments for repurchase of equity | $ 45,100,000 | |||||||
Windset | Curation Foods | Senior A Preferred Stock | ||||||||
Investment Holdings [Line Items] | ||||||||
Liquidation value | 15,000,000 | |||||||
Windset | Curation Foods | Junior Preferred Shares | ||||||||
Investment Holdings [Line Items] | ||||||||
Preferred stock investment, dividends declared | $ 0 | |||||||
Liquidation value | $ 5,100,000 | |||||||
Windset | Curation Foods | Senior A Preferred Stock | ||||||||
Investment Holdings [Line Items] | ||||||||
Investment in non-public company shares (in shares) | shares | 150,000 | |||||||
Payments to acquire investments | $ 15,000,000 | |||||||
Windset | Curation Foods | Common Stock | ||||||||
Investment Holdings [Line Items] | ||||||||
Investment in non-public company shares (in shares) | shares | 68 | 201 | ||||||
Payments to acquire investments | $ 201,000 | |||||||
Windset | Curation Foods | Junior Preferred Shares | ||||||||
Investment Holdings [Line Items] | ||||||||
Investment in non-public company shares (in shares) | shares | 51,211 | |||||||
Windset | Curation Foods | Senior B Preferred Stock | ||||||||
Investment Holdings [Line Items] | ||||||||
Investment in non-public company shares (in shares) | shares | 70,000 | 70,000 | ||||||
Payments to acquire investments | $ 7,000,000 | |||||||
Dividend percentage rate | 7.50% | |||||||
Put option for preferred shares | $ 7,000,000 | |||||||
Senior A Preferred Stock | ||||||||
Investment Holdings [Line Items] | ||||||||
Dividend percentage rate | 7.50% |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
May 29, 2022 | May 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 167,071 | $ 163,743 |
Less accumulated depreciation and amortization | (48,540) | (43,457) |
Property and equipment, net | 118,531 | 120,286 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 3,710 | 3,670 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 58,359 | 47,880 |
Buildings | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Years of Useful Life | 15 years | |
Buildings | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Years of Useful Life | 40 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 5,143 | 6,465 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Years of Useful Life | 3 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Years of Useful Life | 15 years | |
Computers, capitalized software, machinery, equipment and autos | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 74,974 | 71,832 |
Computers, capitalized software, machinery, equipment and autos | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Years of Useful Life | 3 years | |
Computers, capitalized software, machinery, equipment and autos | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Years of Useful Life | 25 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 2,099 | 2,513 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Years of Useful Life | 3 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Years of Useful Life | 7 years | |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 22,786 | $ 31,383 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 19, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | Aug. 30, 2020 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation and amortization expense | $ 9,300,000 | $ 7,200,000 | $ 6,900,000 | |||||
Amortization of leased assets | 113,000 | 117,000 | ||||||
Capitalized software development costs | 300,000 | 400,000 | 800,000 | |||||
Amortization related to computer software | 500,000 | 400,000 | 300,000 | |||||
Unamortized computer software cost | 1,900,000 | 1,900,000 | ||||||
Capitalized interest | 400,000 | 300,000 | 400,000 | |||||
Proceeds from sales of property and equipment | $ 1,096,000 | 1,141,000 | 12,913,000 | 2,434,000 | ||||
Gain on sale of property | $ (25,000) | $ (152,000) | (61,000) | $ (143,000) | ||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, general and administrative | Selling, general and administrative | ||||||
BreatheWay | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairment of long-lived assets to be disposed of | $ 0 | |||||||
BreatheWay | Subsequent Event | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Proceeds from sale of property held-for-sale | $ 3,200,000 | |||||||
Prepaid Expenses and Other Current Assets | BreatheWay | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Asset held for sale | 1,000,000 | |||||||
Prepaid Expenses and Other Current Assets | BreatheWay | Inventories | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Asset held for sale | 900,000 | |||||||
Prepaid Expenses and Other Current Assets | BreatheWay | Property and equipment | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Asset held for sale | 100,000 | |||||||
O Olive & Vinegar | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairment of property and equipment | $ 1,300,000 | |||||||
Yucatan Foods | Property and equipment | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairment of property and equipment | 11,900,000 | |||||||
Curation Foods Santa Maria Office | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairment of property and equipment | 3,700,000 | |||||||
Curation Foods office in San Rafael | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairment of long-lived assets to be disposed of | 400,000 | |||||||
Proceeds from sale of property held-for-sale | 2,400,000 | |||||||
Salad dressing plant in Ontario, CA | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairment of long-lived assets to be disposed of | $ 10,900,000 | |||||||
Proceeds from sales of property and equipment | $ 4,900,000 | |||||||
Gain on sale of property | 2,800,000 | |||||||
Manufacturing operations in Hanover, Pennsylvania | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairment of long-lived assets to be disposed of | $ 8,800,000 | |||||||
Proceeds from sale of property held-for-sale | $ 8,000,000 | |||||||
Manufacturing operations in Hanover, Pennsylvania | Asset Reclassification | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Gain on sale of property | $ 0 | |||||||
Rock Hill, South Carolina, Distribution Facility | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairment of property and equipment | 0 | |||||||
Proceeds from sales of property and equipment | $ 1,100,000 | |||||||
Asset held for sale | $ 500,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
May 29, 2022 | May 30, 2021 | |
Goodwill [Roll Forward] | ||
Balance at beginning of year | $ 33,916 | $ 33,916 |
Impairment | (20,035) | 0 |
Balance at end of year | $ 13,881 | $ 33,916 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill impairment loss | $ 20,035 | $ 0 | |
Goodwill | 13,881 | 33,916 | $ 33,916 |
Amortization expense related to finite-lived intangible assets | $ 1,382 | 1,408 | $ 1,500 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment of goodwill and long-lived and indefinite-lived assets | Impairment of goodwill and long-lived and indefinite-lived assets | |
Impairment of intangible assets | $ 14,150 | 0 | |
O Olive & Vinegar | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill impairment loss | $ 5,200 | ||
O Olive & Vinegar | Customer relationships | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment of finite-lived intangible assets | 5,800 | 500 | |
O Olive & Vinegar | Tradenames | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment of finite-lived intangible assets | 3,400 | ||
Yucatan Foods | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill impairment loss | 20,000 | 2,700 | |
Customer relationships | O Olive & Vinegar | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | 500 | ||
Trademarks/tradenames | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | 0 | 0 | |
Trademarks/tradenames | O Olive & Vinegar | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | 1,100 | ||
Trademarks/tradenames | Yucatan Foods | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | 3,500 | ||
Trademarks | O Olive & Vinegar | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | 1,100 | ||
Trademarks | Yucatan Foods | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | 8,400 | 3,500 | |
O Olive & Vinegar | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill impairment loss | 5,200 | ||
Yucatan Foods | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill impairment loss | 20,000 | $ 2,700 | |
Eat Smart | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill impairment loss | $ 32,100 | ||
Lifecore | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 13,900 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
May 29, 2022 | May 30, 2021 | |
Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 3,700 | $ 6,168 |
Impairment of intangible assets | 14,150 | 0 |
Total intangible assets | 13,800 | 31,800 |
Trademarks/tradenames | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,700 | 17,100 |
Impairment of intangible assets | 0 | 0 |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,100 | 14,700 |
Accumulated Amortization | 3,700 | 6,168 |
Lifecore | Trademarks/tradenames | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,200 | 4,200 |
Impairment of intangible assets | $ 0 | 0 |
Lifecore | Customer relationships | ||
Intangible Assets [Line Items] | ||
Amortization Period (years) | 12 years | |
Gross Carrying Amount | $ 3,700 | 3,700 |
Accumulated Amortization | 3,700 | 3,418 |
Curation Foods | Trademarks/tradenames | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 500 | 500 |
Curation Foods | Customer relationships | ||
Intangible Assets [Line Items] | ||
Amortization Period (years) | 12 years | |
Gross Carrying Amount | $ 1,400 | 11,000 |
Accumulated Amortization | 0 | 2,750 |
Curation Foods | Yucatan Foods | Trademarks/tradenames | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,000 | $ 12,400 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Expected Future Amortization Expense (Details) $ in Thousands | May 29, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fiscal year 2023 | $ 215 |
Fiscal year 2024 | 215 |
Fiscal year 2025 | 215 |
Fiscal year 2026 | 215 |
Fiscal year 2027 | 215 |
Total | $ 1,075 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Intangible Assets Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Finite-Lived Intangible Assets [Roll Forward] | |||
Balance at beginning of year | $ 25,632 | $ 27,040 | |
Amortization of long-lived intangible assets | (1,382) | (1,408) | $ (1,500) |
Impairment of goodwill and long-lived and indefinite-lived assets | (14,150) | 0 | |
Balance at end of year | $ 10,100 | $ 25,632 | $ 27,040 |
Stock-based Compensation and _3
Stock-based Compensation and Stockholders’ Equity - Narrative (Details) - USD ($) | 12 Months Ended | ||||||
Oct. 16, 2019 | May 29, 2022 | May 30, 2021 | May 31, 2020 | May 26, 2019 | Oct. 10, 2013 | Jul. 14, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options to purchase restricted stock units outstanding (in shares) | 1,947,686 | 1,834,017 | 1,716,358 | 2,000,096 | |||
Number of shares available for award under stock incentive plan (in shares) | 3,700,000 | ||||||
Preferred stock authorized (in shares) | 2,000,000 | ||||||
Preferred stock outstanding (in shares) | 0 | ||||||
Amount of unrecognized compensation expense related to unvested equity compensation | $ 2,700,000 | ||||||
Maximum repurchase amount of common stock | $ 10,000,000 | ||||||
Stock repurchased during period (in shares) | 0 | 0 | 0 | ||||
Employee Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total expense expected to be recognized over the weighted-average period | 1 year 10 months 24 days | ||||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options to purchase restricted stock units outstanding (in shares) | 1,700,911 | ||||||
Total expense expected to be recognized over the weighted-average period | 1 year 8 months 15 days | ||||||
Stock Incentive Plan 2019 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock initially available under stock award plan (in shares) | 2,000,000 | ||||||
Stock Incentive Plan 2019 | Employee Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum amount of award within a fiscal year (in shares) | 500,000 | ||||||
Stock Incentive Plan 2019 | Stock Grants and Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum amount of award within a fiscal year (in shares) | 250,000 | ||||||
Stock Incentive Plan 2019 | Stock Appreciation Rights (SARs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum amount of award within a fiscal year (in shares) | 500,000 | ||||||
Maximum award for a non-employee direct within a fiscal year | $ 120,000 | ||||||
Stock Incentive Plan 2013 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock initially available under stock award plan (in shares) | 2,000,000 | ||||||
Amount of shares and RSUs outstanding to be purchased (in shares) | 541,374 |
Stock-based Compensation and _4
Stock-based Compensation and Stockholders’ Equity - Weighted Average Assumptions (Details) - $ / shares | 12 Months Ended | ||
May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value (in dollars per share) | $ 2.62 | $ 2.37 | $ 2.55 |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 2 years 9 months 18 days | 3 years 4 months 9 days | 3 years 6 months |
Risk-free interest rate | 0.45% | 0.23% | 1.01% |
Volatility | 33% | 33% | 31% |
Dividend yield | 0% | 0% | 0% |
Stock-based Compensation and _5
Stock-based Compensation and Stockholders’ Equity - Stock Options Outstanding and Exercisable (Details) - USD ($) | 12 Months Ended | ||
May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Options Outstanding | |||
Options outstanding, beginning balance (in shares) | 1,834,017 | 1,716,358 | 2,000,096 |
Options granted (in shares) | 803,000 | 682,600 | 435,000 |
Options exercised (in shares) | (161,415) | 0 | (163,333) |
Options forfeited and canceled (in shares) | (205,746) | (127,714) | (55,806) |
Options expired (in shares) | (322,170) | (437,227) | (499,599) |
Options outstanding, ending balance (in shares) | 1,947,686 | 1,834,017 | 1,716,358 |
Options exercisable (in shares) | 986,594 | ||
Weighted-Average Exercise Price Per Share | |||
Options outstanding, beginning balance (in dollars per share) | $ 11.07 | $ 12.15 | $ 12.94 |
Options granted (in dollars per share) | 11.79 | 9.66 | 10.42 |
Options exercised (in dollars per share) | 9.69 | 0 | 11.16 |
Options forfeited and canceled (in dollars per share) | 10.96 | 9.93 | 13.08 |
Options expires (in dollars per share) | 13.31 | 13.42 | 14.04 |
Options outstanding, ending balance (in dollars per share) | 11.13 | $ 11.07 | $ 12.15 |
Options exercisable (in dollars per share) | $ 10.96 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Total Intrinsic Value of Options Exercised | $ 304,211 | $ 0 | $ 169,066 |
Weighted average remaining contractual term, options outstanding | 4 years 8 months 19 days | ||
Weighted average remaining contractual term, options exercisable | 3 years 8 months 23 days | ||
Aggregate intrinsic value, options outstanding | $ 310,682 | ||
Aggregate intrinsic value, options exercisable | $ 195,247 |
Stock-based Compensation and _6
Stock-based Compensation and Stockholders’ Equity - Stock-based Compensation Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Restricted Stock Units Outstanding | |||
Beginning balance (in shares) | 480,396 | 469,548 | 428,427 |
Granted (in shares) | 105,858 | 188,225 | 296,527 |
Vested (in shares) | (228,568) | (146,197) | (124,045) |
Forfeited (in shares) | (63,087) | (31,180) | (131,361) |
Ending balance (in shares) | 294,599 | 480,396 | 469,548 |
Weighted-Average Grant Date Fair Value Per Share | |||
Beginning balance (in dollars per share) | $ 10.71 | $ 11.24 | $ 12.80 |
Granted (in dollars per share) | 11.98 | 10.13 | 9.79 |
Exercised (in dollars per share) | 11.41 | 11.69 | 11.82 |
Forfeited (in dollars per share) | 10.70 | 10.60 | 12.49 |
Ending balance (in dollars per share) | $ 10.55 | $ 10.71 | $ 11.24 |
Stock-based Compensation and _7
Stock-based Compensation and Stockholders’ Equity - Summary of Stock-based Compensation by Income Statement Line Item (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | $ 2,608 | $ 3,360 | $ 2,419 |
Discontinued Operations | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | (34) | 55 | 44 |
Cost of sales | Continuing Operations | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | 314 | 348 | 118 |
Research and development | Continuing Operations | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | 202 | 223 | 158 |
Selling, general and administrative | Continuing Operations | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | $ 2,126 | $ 2,734 | $ 2,099 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 12 Months Ended | ||||||||||||
Dec. 31, 2020 USD ($) creditAgreement | Jul. 15, 2020 | Oct. 25, 2019 USD ($) | May 30, 2021 USD ($) | May 31, 2020 | May 29, 2022 USD ($) | Apr. 30, 2022 USD ($) | Feb. 23, 2020 | Dec. 02, 2019 USD ($) | Nov. 30, 2018 USD ($) | Jun. 25, 2018 USD ($) | Nov. 01, 2016 USD ($) | Sep. 23, 2016 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||
Term loan facility | $ 164,902,000 | $ 98,178,000 | |||||||||||
Number of credit agreements | creditAgreement | 2 | ||||||||||||
Debt issuance costs | 5,098,000 | 5,534,000 | |||||||||||
Interest Rate Swap | BMO | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative, notional amount | $ 110,000,000 | $ 30,000,000 | $ 50,000,000 | ||||||||||
London Interbank Offered Rate (LIBOR) | Interest Rate Swap | BMO | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate swap contract notional amount | 1.53% | 2.74% | 1.22% | ||||||||||
Refinance Revolver | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 170,000,000 | ||||||||||||
Periodic payment | $ 3,000,000 | ||||||||||||
Covenant, leverage ratio | 5 | ||||||||||||
Line of credit facility, quarterly payment, percent of principal | 5% | ||||||||||||
Percent of prepayment penalty | 3% | ||||||||||||
Debt issuance costs | $ 10,300,000 | ||||||||||||
Refinance Revolver | London Interbank Offered Rate (LIBOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Base spread on variable rate | 8.50% | ||||||||||||
Refinance Revolver | Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Base spread on variable rate | 7.50% | ||||||||||||
Refinance Revolver | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving line of credit | $ 75,000,000 | 100,000,000 | $ 20,000,000 | $ 105,000,000 | $ 100,000,000 | ||||||||
Commitment fee percentage | 0.375% | ||||||||||||
Line of credit facility, accordion feature, increase limit | $ 15,000,000 | ||||||||||||
Debt issuance costs | $ 700,000 | ||||||||||||
Write off of deferred debt issuance costs | $ 1,100,000 | ||||||||||||
Refinance Revolver | Revolving Credit Facility | Eurodollar | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term line of credit | $ 40,000,000 | ||||||||||||
Revolver interest rate | 3% | ||||||||||||
Refinance Revolver | Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Base spread on variable rate | 2% | ||||||||||||
Refinance Revolver | Revolving Credit Facility | Minimum | Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Base spread on variable rate | 1% | ||||||||||||
Refinance Revolver | Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Base spread on variable rate | 2.50% | ||||||||||||
Refinance Revolver | Revolving Credit Facility | Maximum | Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Base spread on variable rate | 1.50% | ||||||||||||
Refinance Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 120,000,000 | $ 100,000,000 | $ 50,000,000 | ||||||||||
Debt instrument, interest rate, stated percentage | 9.50% | ||||||||||||
Seventh Amendment | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Covenant, leverage ratio | 5.75 | ||||||||||||
Covenant, quarterly decrease in leverage ratio | 0.0025 | ||||||||||||
Final fixed leverage ratio | 3.50 | ||||||||||||
Seventh Amendment | Minimum | Prime Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Base spread on variable rate | 0.25% | ||||||||||||
Seventh Amendment | Minimum | Eurodollar | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Base spread on variable rate | 1.25% | ||||||||||||
Seventh Amendment | Maximum | Prime Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Base spread on variable rate | 3% | ||||||||||||
Seventh Amendment | Maximum | Eurodollar | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Base spread on variable rate | 4% | ||||||||||||
Eighth Amendment | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Percentage of EBITDA, maximum limit on permitted exclusions | 20% | ||||||||||||
Eighth Amendment | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Commitment fee percentage | 0.15% | ||||||||||||
Eighth Amendment | Minimum | Prime Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Base spread on variable rate | 0.75% | ||||||||||||
Eighth Amendment | Minimum | Eurodollar | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Base spread on variable rate | 1.75% | ||||||||||||
Eighth Amendment | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Commitment fee percentage | 0.55% | ||||||||||||
Eighth Amendment | Maximum | Prime Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Base spread on variable rate | 3.50% | ||||||||||||
Eighth Amendment | Maximum | Eurodollar | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Base spread on variable rate | 4.50% |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) $ in Thousands | May 29, 2022 | May 30, 2021 |
Debt Disclosure [Abstract] | ||
Total principal amount of long-term debt | $ 103,712 | $ 170,000 |
Less: unamortized debt issuance costs | (5,534) | (5,098) |
Total long-term debt, net of unamortized debt issuance costs | 98,178 | 164,902 |
Less: current portion of long-term debt, net | (98,178) | 0 |
Long-term debt, net | $ 0 | $ 164,902 |
Debt - Future Minimum Principal
Debt - Future Minimum Principal Payments of Debt (Details) - USD ($) $ in Thousands | May 29, 2022 | May 30, 2021 |
Debt Disclosure [Abstract] | ||
Fiscal year 2023 | $ 2,125 | |
Fiscal year 2024 | 8,469 | |
Fiscal year 2025 | 8,422 | |
Fiscal year 2026 | 84,696 | |
Total | $ 103,712 | $ 170,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 27, 2022 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Current: | |||||
Federal | $ 0 | $ (38) | $ (7,723) | ||
State | 23 | 74 | 38 | ||
Foreign | 356 | 56 | 56 | ||
Total | 379 | 92 | (7,629) | ||
Deferred: | |||||
Federal | (5,670) | (1,536) | (983) | ||
State | (654) | (459) | (162) | ||
Total | (6,324) | (1,995) | (1,145) | ||
Income tax benefit | $ (313) | $ (5,026) | $ (5,945) | $ (1,903) | $ (8,774) |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 27, 2022 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Tax at U.S. statutory rate | $ (14,548) | $ (2,409) | $ (6,435) | ||
State income taxes, net of federal benefit | (2,195) | (304) | (1,048) | ||
Tax reform/CARES Act | 0 | 0 | (2,770) | ||
Change in valuation allowance | 10,134 | 2,667 | 2,014 | ||
Tax credit carryforwards | (436) | (606) | (613) | ||
Other compensation-related activity | 234 | 249 | 334 | ||
Impairment of goodwill | 2,347 | 0 | 647 | ||
Foreign rate differential | (496) | (1,414) | (986) | ||
Other | (985) | (86) | 83 | ||
Income tax benefit | $ (313) | $ (5,026) | $ (5,945) | $ (1,903) | $ (8,774) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 27, 2022 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | May 26, 2019 | |
Tax Credit Carryforward [Line Items] | ||||||
Effective tax rate provision (benefit) | (8.56%) | (16.59%) | (28.63%) | |||
Income tax benefit | $ 121 | $ 5,898 | $ 4,342 | |||
Researach and development tax credit carryforward | 2,800 | |||||
Tax reform/CARES Act benefit | 0 | 0 | 2,770 | |||
Deferred tax asset valuation allowance | 35,942 | 10,460 | ||||
Unrecognized tax benefits | 1,025 | 942 | 827 | $ 616 | ||
Unrecognized tax benefits that would change the effect tax rate if recognized | 900 | |||||
Discontinued Operations | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Income tax benefit | $ 185 | $ 408 | ||||
Discontinued Operations | Eat Smart | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Income tax benefit | 121 | $ 5,898 | $ 4,342 | |||
California | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Net operating loss carryforwards | 38,100 | |||||
Tax credit carryforward amount | 2,100 | |||||
Indiana | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Net operating loss carryforwards | 30,600 | |||||
Other States, Tax Board | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Net operating loss carryforwards | 21,000 | |||||
Minnesota | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Tax credit carryforward amount | $ 1,400 | |||||
Tax credit carryforward, period | 15 years | |||||
Domestic Tax Authority | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Net operating loss carryforwards | $ 74,100 | |||||
Tax credit carryforward amount | $ 2,800 | |||||
Tax credit carryforward, period | 20 years | |||||
Deferred tax asset valuation allowance | $ 19,100 | |||||
Foreign Tax Authority | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Net operating loss carryforwards | 25,900 | |||||
Deferred tax asset valuation allowance | 8,100 | |||||
State and Local Jurisdiction | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Deferred tax asset valuation allowance | $ 8,800 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | May 29, 2022 | May 30, 2021 |
Deferred tax assets: | ||
Accruals and reserves | $ 867 | $ 3,366 |
Net operating loss carryforwards | 28,558 | 21,916 |
Stock-based compensation | 880 | 1,123 |
Research and AMT credit carryforwards | 5,611 | 5,150 |
Lease liability | 2,874 | 5,902 |
Limitations on business interest expense | 4,245 | 2,411 |
Goodwill and other indefinite life intangibles | 2,745 | 0 |
Other | 750 | 927 |
Gross deferred tax assets | 46,530 | 40,795 |
Valuation allowance | (35,942) | (10,460) |
Net deferred tax assets | 10,588 | 30,335 |
Deferred tax liabilities: | ||
Depreciation and amortization | (8,614) | (16,600) |
Goodwill and other indefinite life intangibles | 0 | (13,406) |
Basis difference in investment in non-public company | 0 | (1,382) |
Right of use asset | (2,100) | (5,087) |
Deferred tax liabilities | (10,714) | (36,475) |
Net deferred tax liabilities | $ (126) | $ (6,140) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits – beginning of the period | $ 942 | $ 827 | $ 616 |
Gross increases – tax positions in prior period | 0 | 0 | 101 |
Gross decreases – tax positions in prior period | 0 | 0 | (11) |
Gross increases – current-period tax positions | 83 | 115 | 121 |
Unrecognized tax benefits – end of the period | $ 1,025 | $ 942 | $ 827 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Sep. 03, 2015 USD ($) ft² renewalOption | May 29, 2022 USD ($) | May 30, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Leased area | ft² | 80,950 | ||
Initial lease term | 7 years | ||
Number of renewal options | renewalOption | 2 | ||
Lease renewal term | 5 years | ||
Period after which buyout option is available | 7 years | ||
Gross assets recorded under finance leases | $ 3,800 | $ 3,800 | |
Accumulated amortization associated with finance leases | 700 | 600 | |
Initial monthly lease payment | $ 34 | ||
Percentage by which monthly payment increases per year | 2.40% | ||
Operating lease, impairment loss | $ 1,700 | ||
Santa Maria Office | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, impairment loss | 1,600 | ||
Curation Foods Los Angeles, California | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, impairment loss | $ 400 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
May 29, 2022 | May 30, 2021 | |
Leases [Abstract] | ||
Amortization of leased assets | $ 113 | $ 117 |
Interest on lease liabilities | 335 | 348 |
Operating lease cost | 2,212 | 2,291 |
Variable lease cost and other | 134 | 15 |
Sublease income | (90) | (90) |
Total lease cost | $ 2,704 | $ 2,681 |
Weighted-average remaining lease term: | ||
Operating leases | 7 years 4 months 28 days | 14 years 4 months 6 days |
Finance leases | 7 months 2 days | 1 year 7 months 6 days |
Weighted-average discount rate: | ||
Operating leases | 4.78% | 5% |
Finance leases | 10% | 10% |
Leases - Maturity Analysis of O
Leases - Maturity Analysis of Operating and Finance Lease Liabilities (Details) $ in Thousands | May 29, 2022 USD ($) |
Operating Leases | |
2023 | $ 2,330 |
2024 | 2,243 |
2025 | 2,002 |
2026 | 1,928 |
2027 | 1,409 |
Thereafter | 3,793 |
Total lease payments | 13,705 |
Less: interest | (1,991) |
Present value of lease liabilities | 11,714 |
Less: current obligation of lease liabilities | (1,743) |
Total long-term lease liabilities | 9,971 |
Finance Leases | |
2023 | 3,475 |
2024 | 10 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 3,485 |
Less: interest | (190) |
Present value of lease liabilities | 3,295 |
Less: current obligation of lease liabilities | (3,283) |
Total long-term lease liabilities | 12 |
Total | |
2023 | 5,805 |
2024 | 2,253 |
2025 | 2,002 |
2026 | 1,928 |
2027 | 1,409 |
Thereafter | 3,793 |
Total lease payments | 17,190 |
Less: interest | (2,181) |
Present value of lease liabilities | 15,009 |
Less: current obligation of lease liabilities | (5,026) |
Total long-term lease liabilities | $ 9,983 |
Operating lease, liability, statement of financial position, extensible enumeration | Liabilities |
Finance lease, liability, statement of financial position, extensible enumeration | Liabilities |
Operating lease, liability, current, statement of financial position, extensible enumeration | Current portion of lease liabilities |
Finance lease, liability, current, statement of financial position, extensible enumeration | Current portion of lease liabilities |
Operating lease, liability, noncurrent, statement of financial position, extensible enumeration | Long-term lease liabilities |
Finance lease, liability, noncurrent, statement of financial position, extensible enumeration | Long-term lease liabilities |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
May 29, 2022 | May 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 leases | 335 | 348 |
Financing cash flows from finance leases | 129 | 110 |
Lease liabilities arising from obtaining right-of-use assets: | ||
Operating leases | $ 37 | $ 3,137 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 12 Months Ended | ||||||
Nov. 03, 2020 USD ($) | Sep. 02, 2020 USD ($) claimant | Feb. 28, 2021 USD ($) | May 29, 2022 USD ($) attempt employee plaintiff | May 30, 2021 USD ($) | May 31, 2020 USD ($) | May 28, 2017 USD ($) installment | Feb. 14, 2020 company | |
Loss Contingencies [Line Items] | ||||||||
Purchase commitment | $ 54,900,000 | |||||||
Purchases related to commitments | $ 5,100,000 | 3,000,000 | $ 3,400,000 | |||||
Settlement agreement, number of installments | installment | 3 | |||||||
Settlement agreement, number of installments paid | installment | 2 | |||||||
Insurance recoveries | $ 1,600,000 | |||||||
Number of companies provided labor | company | 2 | |||||||
Discrimination and Wrongful Termination and Wage and Hour Claims | ||||||||
Loss Contingencies [Line Items] | ||||||||
Settlement agreement, percentage share | 50% | |||||||
Discrimination and Wrongful Termination and Wage and Hour Claims | Pacific Harvest | ||||||||
Loss Contingencies [Line Items] | ||||||||
Unsuccessful attempts to unionize | attempt | 3 | |||||||
Number of former and current employees involved in matter | employee | 100 | |||||||
Number of individual arbitrations | plaintiff | 100 | |||||||
Settlement agreement, percentage share | 50% | |||||||
Litigation repayment receivable | 1,200,000 | $ 2,100,000 | ||||||
Litigation repayment receivable, reserve for collections | $ 1,200,000 | |||||||
Compliance Matters | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of claimants | claimant | 1 | |||||||
Damages sought | $ 10,000,000 | |||||||
Recoverable amount | $ 0 | |||||||
Compliance Matters | Minimum | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages sought | $ 80,000,000 | |||||||
Santa Barbara County Superior Court, entitled Pacific Harvest, Inc., et al. v. Curation Foods, Inc., et al | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency realized | $ 1,800,000 | |||||||
California Labor Code Case | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency realized | $ 500,000 |
Business Segment Reporting - Na
Business Segment Reporting - Narrative (Details) $ in Thousands | 12 Months Ended | ||||
May 29, 2022 USD ($) segment brand | May 30, 2021 USD ($) | May 31, 2020 USD ($) | Mar. 15, 2017 | Jul. 15, 2014 | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 3 | ||||
Number of natural food brands | brand | 3 | ||||
Goodwill impairment loss | $ 20,035 | $ 0 | |||
Yucatan Foods | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill impairment loss | 20,000 | $ 2,700 | |||
Yucatan Foods | Tradenames | |||||
Segment Reporting Information [Line Items] | |||||
Asset impairment charges | 8,400 | ||||
Yucatan Foods | Property, Plant and Equipment | |||||
Segment Reporting Information [Line Items] | |||||
Asset impairment charges | 11,900 | ||||
Yucatan Foods | Customer relationships | |||||
Segment Reporting Information [Line Items] | |||||
Asset impairment charges | $ 5,800 | ||||
Windset | |||||
Segment Reporting Information [Line Items] | |||||
Investment ownership percentage | 26.90% | 26.90% |
Business Segment Reporting - Pr
Business Segment Reporting - Property and Equipment, Net by Geographic Region (Details) - USD ($) $ in Thousands | May 29, 2022 | May 30, 2021 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 118,531 | $ 120,286 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 115,000 | 105,300 |
Mexico | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 3,500 | $ 15,000 |
Business Segment Reporting - Sa
Business Segment Reporting - Sales by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 29, 2022 | Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | May 30, 2021 | Feb. 28, 2021 | Nov. 29, 2020 | Aug. 30, 2020 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | $ 47,628 | $ 53,074 | $ 43,452 | $ 41,632 | $ 44,916 | $ 44,690 | $ 39,945 | $ 41,995 | $ 138,158 | $ 185,786 | $ 171,546 | $ 160,066 |
Switzerland | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 16,800 | 4,700 | 1,700 | |||||||||
Canada | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 12,600 | 10,700 | 9,700 | |||||||||
Czech Republic | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 3,500 | 3,500 | 1,400 | |||||||||
United Kingdom | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 2,900 | 1,900 | 1,100 | |||||||||
Ireland | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 2,200 | 2,000 | 4,000 | |||||||||
Belgium | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 0 | 13,700 | 13,800 | |||||||||
All Other Countries | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | $ 2,000 | $ 1,900 | $ 2,200 |
Business Segment Reporting - Op
Business Segment Reporting - Operations by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 29, 2022 | Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | May 30, 2021 | Feb. 28, 2021 | Nov. 29, 2020 | Aug. 30, 2020 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||||||||
Product sales | $ 47,628 | $ 53,074 | $ 43,452 | $ 41,632 | $ 44,916 | $ 44,690 | $ 39,945 | $ 41,995 | $ 138,158 | $ 185,786 | $ 171,546 | $ 160,066 |
Gross profit | 12,112 | 13,220 | 14,635 | 10,403 | 14,580 | 14,441 | 13,601 | 7,849 | 38,258 | 50,370 | 50,471 | 39,387 |
Net income (loss) from continuing operations | (51,684) | (8,301) | 3,675 | (7,214) | (780) | (1,465) | (2,367) | (4,957) | (11,840) | (63,524) | (9,569) | (21,871) |
Loss from discontinued operations, net of tax | (1,879) | (4,785) | $ (42,196) | $ (2,295) | (2,085) | $ (4,033) | $ (10,934) | $ (6,044) | (49,276) | (51,155) | (23,096) | (16,320) |
Identifiable assets | 277,806 | 502,924 | 277,806 | 502,924 | 293,501 | |||||||
Identifiable assets | 311,166 | 311,166 | ||||||||||
Depreciation and amortization | 10,757 | 8,571 | 8,386 | |||||||||
Capital expenditures | 26,226 | 19,264 | 12,214 | |||||||||
Interest income | 20 | 66 | 81 | 48 | 72 | |||||||
Interest expense, net | 17,357 | (10,387) | 4,646 | |||||||||
Income tax (benefit) expense | (313) | (5,026) | (5,945) | (1,903) | (8,774) | |||||||
Corporate overhead allocation | 0 | 0 | 0 | |||||||||
Curation Foods | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Product sales | 76,466 | 73,459 | 74,233 | |||||||||
Gross profit | 315 | 7,874 | 6,624 | 12,206 | 6,504 | |||||||
Net income (loss) from continuing operations | (7,043) | 4,183 | (47,783) | (357) | (17,728) | |||||||
Loss from discontinued operations, net of tax | (1,744) | (46,235) | (48,114) | (23,096) | (16,320) | |||||||
Identifiable assets | 59,594 | 59,594 | 117,427 | |||||||||
Identifiable assets | 121,069 | 121,069 | ||||||||||
Depreciation and amortization | 4,004 | 2,972 | 3,282 | |||||||||
Capital expenditures | 2,674 | 3,042 | 1,472 | |||||||||
Interest income | 0 | 0 | 6 | |||||||||
Interest expense, net | 299 | (545) | 547 | |||||||||
Income tax (benefit) expense | (13,831) | (3,020) | (8,686) | |||||||||
Corporate overhead allocation | 1,092 | 946 | 868 | |||||||||
Lifecore | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Product sales | 109,320 | 98,087 | 85,833 | |||||||||
Gross profit | 12,905 | 30,384 | 43,746 | 38,265 | 32,883 | |||||||
Net income (loss) from continuing operations | 5,054 | 11,317 | 16,675 | 14,461 | 11,749 | |||||||
Loss from discontinued operations, net of tax | 0 | 0 | 0 | 0 | 0 | |||||||
Identifiable assets | 213,969 | 213,969 | 165,461 | |||||||||
Identifiable assets | 185,417 | 185,417 | ||||||||||
Depreciation and amortization | 6,673 | 5,502 | 5,008 | |||||||||
Capital expenditures | 23,552 | 16,222 | 10,612 | |||||||||
Interest income | 72 | 0 | 0 | |||||||||
Interest expense, net | 0 | 0 | 0 | |||||||||
Income tax (benefit) expense | 5,266 | 4,568 | 3,346 | |||||||||
Corporate overhead allocation | 4,484 | 4,773 | 4,190 | |||||||||
Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Product sales | 0 | 0 | 0 | |||||||||
Gross profit | 0 | 0 | 0 | 0 | 0 | |||||||
Net income (loss) from continuing operations | (6,312) | (27,340) | (32,416) | (23,673) | (15,892) | |||||||
Loss from discontinued operations, net of tax | $ (3,041) | $ (3,041) | (3,041) | 0 | 0 | |||||||
Identifiable assets | $ 4,243 | 4,243 | 10,613 | |||||||||
Identifiable assets | $ 4,680 | 4,680 | ||||||||||
Depreciation and amortization | 80 | 97 | 96 | |||||||||
Capital expenditures | 0 | 0 | 130 | |||||||||
Interest income | 9 | 48 | 66 | |||||||||
Interest expense, net | 17,058 | (9,842) | 4,099 | |||||||||
Income tax (benefit) expense | 2,620 | (3,451) | (3,434) | |||||||||
Corporate overhead allocation | $ (5,576) | $ (5,719) | $ (5,058) |
Quarterly Consolidated Financ_3
Quarterly Consolidated Financial Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 29, 2022 | Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | May 30, 2021 | Feb. 28, 2021 | Nov. 29, 2020 | Aug. 30, 2020 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | ||||||||||||
Product sales | $ 47,628 | $ 53,074 | $ 43,452 | $ 41,632 | $ 44,916 | $ 44,690 | $ 39,945 | $ 41,995 | $ 138,158 | $ 185,786 | $ 171,546 | $ 160,066 |
Gross profit | 12,112 | 13,220 | 14,635 | 10,403 | 14,580 | 14,441 | 13,601 | 7,849 | 38,258 | 50,370 | 50,471 | 39,387 |
Net (loss) income from continuing operations | (51,684) | (8,301) | 3,675 | (7,214) | (780) | (1,465) | (2,367) | (4,957) | (11,840) | (63,524) | (9,569) | (21,871) |
Loss from discontinued operations, net of tax | $ (1,879) | $ (4,785) | $ (42,196) | $ (2,295) | $ (2,085) | $ (4,033) | $ (10,934) | $ (6,044) | $ (49,276) | $ (51,155) | $ (23,096) | $ (16,320) |
Net (loss) income per basic share from continuing operations (in dollars per share) | $ (1.75) | $ (0.28) | $ 0.12 | $ (0.25) | $ (0.03) | $ (0.05) | $ (0.08) | $ (0.17) | $ (0.41) | $ (2.16) | $ (0.33) | $ (0.75) |
Net (loss) income per diluted share from continuing operations (in dollars per share) | (1.75) | (0.28) | 0.12 | (0.25) | (0.03) | (0.05) | (0.08) | (0.17) | (0.41) | (2.16) | (0.33) | (0.75) |
Net (loss) income per basic share from discontinued operations (in dollars per share) | (0.06) | (0.16) | (1.44) | (0.08) | (0.07) | (0.14) | (0.37) | (0.21) | (1.68) | (1.74) | (0.79) | (0.56) |
Net (loss) income per diluted share from discontinued operations (in dollars per share) | $ (0.06) | $ (0.16) | $ (1.44) | $ (0.08) | $ (0.07) | $ (0.14) | $ (0.37) | $ (0.21) | $ (1.68) | $ (1.74) | $ (0.79) | $ (0.56) |
Discontinued Operations - Compo
Discontinued Operations - Components of Loss from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 29, 2022 | Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | May 30, 2021 | Feb. 28, 2021 | Nov. 29, 2020 | Aug. 30, 2020 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Loss from discontinued operations | $ (51,276) | $ (28,994) | $ (20,662) | |||||||||
Income tax benefit | 121 | 5,898 | 4,342 | |||||||||
Loss from discontinued operations, net of tax | $ (1,879) | $ (4,785) | $ (42,196) | $ (2,295) | $ (2,085) | $ (4,033) | $ (10,934) | $ (6,044) | $ (49,276) | (51,155) | (23,096) | (16,320) |
Discontinued Operations | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Loss on sale of Eat Smart | 235 | 235 | ||||||||||
Restructuring costs | 3,209 | 4,642 | ||||||||||
Total operating costs and expenses | 4,605 | 52,202 | ||||||||||
Operating loss | (4,766) | (47,002) | ||||||||||
Income tax benefit | 185 | 408 | ||||||||||
Loss from discontinued operations, net of tax | $ (4,785) | $ (49,276) | ||||||||||
Eat Smart | Discontinued Operations | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Product sales | 186,755 | 372,615 | 430,300 | |||||||||
Cost of product sales | 181,555 | 341,612 | 394,699 | |||||||||
Gross profit | 5,200 | 31,003 | 35,601 | |||||||||
Research and development | 1,918 | 2,799 | 3,517 | |||||||||
Selling, general and administrative | 13,350 | 27,704 | 31,514 | |||||||||
Impairment of goodwill | 32,057 | 0 | 0 | |||||||||
Loss on sale of Eat Smart | 336 | 0 | 0 | |||||||||
Restructuring costs | 6,133 | 13,862 | 13,231 | |||||||||
Total operating costs and expenses | 53,794 | 44,365 | 48,262 | |||||||||
Operating loss | (48,594) | (13,362) | (12,661) | |||||||||
Dividend income | 0 | 1,125 | 1,125 | |||||||||
Interest income | 0 | 0 | 31 | |||||||||
Interest expenses | (2,682) | (4,957) | (4,957) | |||||||||
Other income (expense), net | 0 | (11,800) | (4,200) | |||||||||
Loss from discontinued operations | (51,276) | (28,994) | (20,662) | |||||||||
Income tax benefit | 121 | 5,898 | 4,342 | |||||||||
Loss from discontinued operations, net of tax | $ (51,155) | $ (23,096) | $ (16,320) |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - Eat Smart - Discontinued Operations - USD ($) $ in Millions | 12 Months Ended | |||
May 29, 2022 | May 30, 2021 | May 31, 2020 | May 26, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash used in operating activities | $ (16.5) | $ (1.4) | $ 13.8 | |
Cash provided by investing activities | 108 | 8.4 | $ (14.1) | |
Depreciation and amortization expense | 5.3 | 9.4 | $ 10 | |
Capital expenditures | $ 1.8 | $ 4.5 | $ 14.5 |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities (Details) - USD ($) $ in Thousands | May 29, 2022 | May 30, 2021 | May 31, 2020 |
ASSETS | |||
Cash and cash equivalents | $ 0 | $ 136 | $ 0 |
Total current assets, discontinued operations | 0 | 37,618 | |
Other assets | 0 | 154,140 | |
LIABILITIES | |||
Current liabilities, discontinued operations | 0 | 42,644 | |
Non-current liabilities, discontinued operations | $ 0 | 3,981 | |
Discontinued Operations | |||
ASSETS | |||
Property and equipment, net | 59,273 | ||
Operating lease right-of-use assets | 3,729 | ||
Other assets | 154,140 | ||
LIABILITIES | |||
Current portion of lease liabilities | 2,289 | ||
Total current liabilities, discontinued operations | 42,644 | ||
Long-term lease liabilities | 3,252 | ||
Non-current liabilities, discontinued operations | 3,981 | ||
Discontinued Operations | Eat Smart | |||
ASSETS | |||
Cash and cash equivalents | 136 | ||
Accounts receivable, less allowance for credit losses | 28,583 | ||
Inventories | 6,587 | ||
Prepaid expenses and other current assets | 2,312 | ||
Total current assets, discontinued operations | 37,618 | ||
Investment in non-public company, fair value | 45,100 | ||
Property and equipment, net | 59,273 | ||
Operating lease right-of-use assets | 3,729 | ||
Goodwill | 35,470 | ||
Other assets | 80 | ||
Total other assets, discontinued operations | 154,140 | ||
Total assets, discontinued operations | 191,758 | ||
LIABILITIES | |||
Accounts payable | 31,271 | ||
Accrued compensation | 4,550 | ||
Current liabilities, discontinued operations | 4,041 | ||
Current portion of lease liabilities | 2,289 | ||
Deferred revenue | 493 | ||
Total current liabilities, discontinued operations | 42,644 | ||
Long-term lease liabilities | 3,252 | ||
Other non-current liabilities | 729 | ||
Non-current liabilities, discontinued operations | 3,981 | ||
Total liabilities, discontinued operations | 46,625 | ||
Discontinued Operations | Eat Smart | Trademarks/tradenames | |||
ASSETS | |||
Intangible assets, non-current | 8,228 | ||
Discontinued Operations | Eat Smart | Customer relationships | |||
ASSETS | |||
Intangible assets, non-current | $ 2,260 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | 36 Months Ended |
Feb. 27, 2022 | Feb. 27, 2022 | May 29, 2022 | May 29, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 5,270 | $ 7,530 | $ 8,961 | $ 16,778 |
Lifecore | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 0 | 0 | ||
Curation Foods | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 5,220 | 5,686 | 6,425 | 10,652 |
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 50 | $ 1,844 | 2,536 | 6,126 |
Asset write-off costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 3,693 | 7,970 | ||
Asset write-off costs | Curation Foods | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 3,693 | 7,552 | ||
Asset write-off costs | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 0 | 418 | ||
Employee severance and benefit costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 371 | 1,343 | ||
Employee severance and benefit costs | Curation Foods | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 371 | 559 | ||
Employee severance and benefit costs | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 0 | 784 | ||
Lease costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 2,072 | 2,244 | ||
Lease costs | Curation Foods | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 2,072 | 2,218 | ||
Lease costs | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 0 | 26 | ||
Other restructuring costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 2,825 | 5,221 | ||
Other restructuring costs | Curation Foods | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 289 | 323 | ||
Other restructuring costs | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 2,536 | $ 4,898 |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 28, 2021 | May 31, 2020 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Proceeds from sales of property and equipment | $ 1,096,000 | $ 1,141,000 | $ 12,913,000 | $ 2,434,000 | ||
Operating lease, impairment loss | 1,700,000 | |||||
Expected restructuring costs | 23,000,000 | |||||
BreatheWay | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Impairment of long-lived assets to be disposed of | 0 | |||||
Equipment | BreatheWay | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Impairment of long-lived assets to be disposed of | $ 1,900,000 | $ 1,900,000 | ||||
Santa Maria Office | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Impairment of long-lived assets to be disposed of | 3,700,000 | |||||
Impairment of leasehold | 5,300,000 | |||||
Operating lease, impairment loss | $ 1,600,000 | |||||
San Rafael | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Impairment of long-lived assets to be disposed of | 400,000 | |||||
Proceeds from sales of property and equipment | $ 2,400,000 |
Correction of Error in Previo_3
Correction of Error in Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited) - Balance Sheet (Details) - USD ($) $ in Thousands | May 29, 2022 | Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | May 30, 2021 | May 31, 2020 | May 26, 2019 |
ASSETS | |||||||
Property and equipment, net | $ 118,531 | $ 120,286 | |||||
Operating lease right-of-use assets | 8,580 | 17,098 | |||||
Other assets, discontinued operations | 0 | 154,140 | |||||
Assets | 277,806 | 502,924 | $ 293,501 | ||||
Liabilities [Abstract] | |||||||
Other accrued liabilities | 7,647 | $ 14,083 | 3,955 | ||||
Current portion of lease liabilities | 5,026 | 1,600 | |||||
Current liabilities, discontinued operations | 0 | 42,644 | |||||
Total Current Liabilities | 176,810 | 90,413 | 101,888 | ||||
Long-term lease liabilities | 9,983 | 20,359 | |||||
Non-current liabilities, discontinued operations | 0 | 3,981 | |||||
Total Liabilities | 187,109 | 181,858 | 300,140 | ||||
Retained earnings (accumulated deficit) | (76,099) | (22,536) | 38,580 | ||||
Total Stockholders’ Equity | 90,697 | 143,724 | $ 156,090 | $ 193,833 | 202,784 | $ 231,044 | $ 270,144 |
Total Liabilities and Stockholders’ Equity | 277,806 | 325,582 | 502,924 | ||||
As reported | |||||||
ASSETS | |||||||
Property and equipment, net | 130,435 | 112,770 | |||||
Operating lease right-of-use assets | 7,480 | ||||||
Other assets, discontinued operations | 171,274 | ||||||
Assets | 295,160 | 502,924 | |||||
Liabilities [Abstract] | |||||||
Other accrued liabilities | 13,735 | ||||||
Current portion of lease liabilities | 1,465 | ||||||
Current liabilities, discontinued operations | 42,779 | ||||||
Total Current Liabilities | 90,065 | 101,888 | |||||
Long-term lease liabilities | 9,581 | ||||||
Non-current liabilities, discontinued operations | 14,759 | ||||||
Total Liabilities | 187,215 | 181,510 | 300,140 | ||||
Retained earnings (accumulated deficit) | (58,851) | (22,188) | |||||
Total Stockholders’ Equity | 107,945 | 144,072 | $ 156,202 | $ 193,865 | 202,784 | ||
Total Liabilities and Stockholders’ Equity | 295,160 | 325,582 | |||||
Adjustment | |||||||
ASSETS | |||||||
Property and equipment, net | (11,904) | 7,516 | |||||
Operating lease right-of-use assets | 9,618 | ||||||
Other assets, discontinued operations | (17,134) | ||||||
Assets | (17,354) | 0 | |||||
Liabilities [Abstract] | |||||||
Other accrued liabilities | 348 | ||||||
Current portion of lease liabilities | 135 | ||||||
Current liabilities, discontinued operations | (135) | ||||||
Total Current Liabilities | 348 | 0 | |||||
Long-term lease liabilities | 10,778 | ||||||
Non-current liabilities, discontinued operations | (10,778) | ||||||
Total Liabilities | (106) | 348 | $ 0 | ||||
Retained earnings (accumulated deficit) | (17,248) | (348) | |||||
Total Stockholders’ Equity | (17,248) | (348) | |||||
Total Liabilities and Stockholders’ Equity | $ (17,354) | $ 0 |
Correction of Error in Previo_4
Correction of Error in Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited) - Income Statement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 29, 2022 | Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | May 30, 2021 | Feb. 28, 2021 | Nov. 29, 2020 | Aug. 30, 2020 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Product sales | $ 47,628 | $ 53,074 | $ 43,452 | $ 41,632 | $ 44,916 | $ 44,690 | $ 39,945 | $ 41,995 | $ 138,158 | $ 185,786 | $ 171,546 | $ 160,066 |
Cost of product sales | 39,854 | 99,900 | 135,416 | 121,075 | 120,679 | |||||||
Gross profit | 12,112 | 13,220 | 14,635 | 10,403 | 14,580 | 14,441 | 13,601 | 7,849 | 38,258 | 50,370 | 50,471 | 39,387 |
Operating costs and expenses: | ||||||||||||
Research and development | 2,056 | 5,785 | 7,841 | 7,423 | 7,582 | |||||||
Selling, general and administrative | 16,350 | 34,113 | 46,127 | 37,660 | 40,674 | |||||||
Restructuring costs | 5,270 | 7,530 | 8,961 | 3,759 | 4,054 | |||||||
Total operating costs and expenses | 23,676 | 47,428 | 109,018 | 50,605 | 65,263 | |||||||
Operating loss | (10,456) | (9,170) | (58,648) | (134) | (25,876) | |||||||
Interest income | 20 | 66 | 81 | 48 | 72 | |||||||
Interest expense, net | (4,105) | (13,877) | (17,357) | (10,387) | (4,646) | |||||||
Transition services income | 5,473 | 5,473 | 5,814 | 0 | 0 | |||||||
Other income (expense), net | 454 | 642 | 641 | 111 | (195) | |||||||
Net loss from continuing operations before taxes | (8,614) | (16,866) | (69,469) | (11,472) | (30,645) | |||||||
Income tax benefit | 313 | 5,026 | 5,945 | 1,903 | 8,774 | |||||||
Net loss from continuing operations | (51,684) | (8,301) | 3,675 | (7,214) | (780) | (1,465) | (2,367) | (4,957) | (11,840) | (63,524) | (9,569) | (21,871) |
Loss from discontinued operations, net of tax | $ (1,879) | $ (4,785) | $ (42,196) | $ (2,295) | $ (2,085) | $ (4,033) | $ (10,934) | $ (6,044) | $ (49,276) | (51,155) | (23,096) | (16,320) |
Discontinued operations: | ||||||||||||
Loss from discontinued operations | (51,276) | (28,994) | (20,662) | |||||||||
Income tax benefit | $ 121 | $ 5,898 | $ 4,342 | |||||||||
Basic net loss per share: | ||||||||||||
Loss from continuing operations (in dollars per share) | $ (1.75) | $ (0.28) | $ 0.12 | $ (0.25) | $ (0.03) | $ (0.05) | $ (0.08) | $ (0.17) | $ (0.41) | $ (2.16) | $ (0.33) | $ (0.75) |
Loss from discontinued operations (in dollars per share) | (0.06) | (0.16) | (1.44) | (0.08) | (0.07) | (0.14) | (0.37) | (0.21) | (1.68) | (1.74) | (0.79) | (0.56) |
Total basic net loss per share (in dollars per share) | (0.44) | (2.09) | (3.90) | (1.12) | (1.31) | |||||||
Diluted net loss per share: | ||||||||||||
Loss from continuing operations (in dollars per share) | (1.75) | (0.28) | 0.12 | (0.25) | (0.03) | (0.05) | (0.08) | (0.17) | (0.41) | (2.16) | (0.33) | (0.75) |
Loss from discontinued operations (in dollars per share) | $ (0.06) | (0.16) | $ (1.44) | $ (0.08) | $ (0.07) | $ (0.14) | $ (0.37) | $ (0.21) | (1.68) | (1.74) | (0.79) | (0.56) |
Total diluted net loss per share (in dollars per share) | $ (0.44) | $ (2.09) | $ (3.90) | $ (1.12) | $ (1.31) | |||||||
Other comprehensive (loss) income, net of tax: | ||||||||||||
Net unrealized gains (losses) on interest rate swaps, (net of tax effect of , -$455, and $(455)) | $ 104 | $ 646 | $ 772 | $ 1,450 | $ (2,872) | |||||||
Other comprehensive (loss) income, net | 104 | 646 | 772 | 1,450 | (2,872) | |||||||
Total comprehensive loss | (12,982) | (60,470) | (113,907) | $ (31,215) | $ (41,063) | |||||||
As reported | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Product sales | 53,074 | 138,158 | 185,786 | |||||||||
Cost of product sales | 39,179 | 99,113 | 135,416 | |||||||||
Gross profit | 13,895 | 39,045 | 50,370 | |||||||||
Operating costs and expenses: | ||||||||||||
Research and development | 2,056 | 5,785 | 7,841 | |||||||||
Selling, general and administrative | 9,725 | 27,207 | 46,127 | |||||||||
Restructuring costs | 5,865 | 8,406 | 8,961 | |||||||||
Total operating costs and expenses | 17,646 | 41,398 | 91,664 | |||||||||
Operating loss | (3,751) | (2,353) | (41,294) | |||||||||
Interest income | 20 | 66 | 81 | |||||||||
Interest expense, net | (4,105) | (13,877) | (17,357) | |||||||||
Transition services income | 0 | 0 | 5,814 | |||||||||
Other income (expense), net | 454 | 642 | 641 | |||||||||
Net loss from continuing operations before taxes | (7,382) | (15,522) | (52,115) | |||||||||
Income tax benefit | 276 | 5,012 | 5,839 | |||||||||
Net loss from continuing operations | $ (34,436) | (7,106) | (10,510) | (46,276) | ||||||||
Loss from discontinued operations, net of tax | $ (5,744) | $ (50,258) | (51,155) | |||||||||
Discontinued operations: | ||||||||||||
Loss from discontinued operations | (51,276) | |||||||||||
Income tax benefit | $ 121 | |||||||||||
Basic net loss per share: | ||||||||||||
Loss from continuing operations (in dollars per share) | $ (1.16) | $ (0.24) | $ (0.36) | $ (1.57) | ||||||||
Loss from discontinued operations (in dollars per share) | (0.19) | (1.71) | (1.74) | |||||||||
Total basic net loss per share (in dollars per share) | (0.43) | (2.07) | (3.31) | |||||||||
Diluted net loss per share: | ||||||||||||
Loss from continuing operations (in dollars per share) | $ (1.16) | (0.24) | (0.36) | (1.57) | ||||||||
Loss from discontinued operations (in dollars per share) | (0.19) | (1.71) | (1.74) | |||||||||
Total diluted net loss per share (in dollars per share) | $ (0.43) | $ (2.07) | $ (3.31) | |||||||||
Other comprehensive (loss) income, net of tax: | ||||||||||||
Net unrealized gains (losses) on interest rate swaps, (net of tax effect of , -$455, and $(455)) | $ 104 | $ 646 | ||||||||||
Other comprehensive (loss) income, net | 104 | 646 | $ 772 | |||||||||
Total comprehensive loss | (12,746) | (60,122) | (96,659) | |||||||||
Adjustment | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Product sales | 0 | 0 | 0 | |||||||||
Cost of product sales | 675 | 787 | 0 | |||||||||
Gross profit | (675) | (787) | 0 | |||||||||
Operating costs and expenses: | ||||||||||||
Research and development | 0 | 0 | 0 | |||||||||
Selling, general and administrative | 6,625 | 6,906 | 0 | |||||||||
Restructuring costs | (595) | (876) | 0 | |||||||||
Total operating costs and expenses | 6,030 | 6,030 | 17,354 | |||||||||
Operating loss | (6,705) | (6,817) | (17,354) | |||||||||
Interest income | 0 | 0 | 0 | |||||||||
Interest expense, net | 0 | 0 | 0 | |||||||||
Transition services income | 5,473 | 5,473 | 0 | |||||||||
Other income (expense), net | 0 | 0 | 0 | |||||||||
Net loss from continuing operations before taxes | (1,232) | (1,344) | (17,354) | |||||||||
Income tax benefit | 37 | 14 | 106 | |||||||||
Net loss from continuing operations | (1,195) | (1,330) | (17,248) | |||||||||
Loss from discontinued operations, net of tax | $ 959 | $ 982 | 0 | |||||||||
Discontinued operations: | ||||||||||||
Loss from discontinued operations | 0 | |||||||||||
Income tax benefit | $ 0 | |||||||||||
Basic net loss per share: | ||||||||||||
Loss from continuing operations (in dollars per share) | $ (0.04) | $ (0.05) | $ (0.59) | |||||||||
Loss from discontinued operations (in dollars per share) | 0.03 | 0.03 | 0 | |||||||||
Total basic net loss per share (in dollars per share) | (0.01) | (0.02) | (0.59) | |||||||||
Diluted net loss per share: | ||||||||||||
Loss from continuing operations (in dollars per share) | (0.04) | (0.05) | (0.59) | |||||||||
Loss from discontinued operations (in dollars per share) | 0.03 | 0.03 | 0 | |||||||||
Total diluted net loss per share (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.59) | |||||||||
Other comprehensive (loss) income, net of tax: | ||||||||||||
Net unrealized gains (losses) on interest rate swaps, (net of tax effect of , -$455, and $(455)) | $ 0 | $ 0 | ||||||||||
Other comprehensive (loss) income, net | 0 | 0 | ||||||||||
Total comprehensive loss | $ (236) | $ (348) | $ (17,248) |
Correction of Error in Previo_5
Correction of Error in Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited) - Equity Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Beginning balance | $ 156,090 | $ 193,833 | $ 202,784 | $ 202,784 | $ 231,044 | $ 270,144 |
Net loss | (13,086) | (38,521) | (9,509) | (114,679) | (32,665) | (38,191) |
Ending balance | 143,724 | 156,090 | 193,833 | 90,697 | 202,784 | 231,044 |
Retained Earnings (Accumulated Deficit) | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Beginning balance | (9,450) | 29,071 | 38,580 | 38,580 | 71,245 | 109,710 |
Net loss | (13,086) | (38,521) | (9,509) | (114,679) | (32,665) | (38,191) |
Ending balance | (22,536) | (9,450) | 29,071 | (76,099) | 38,580 | $ 71,245 |
As reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Beginning balance | 156,202 | 193,865 | 202,784 | 202,784 | ||
Net loss | (12,850) | (38,441) | (9,477) | (97,431) | ||
Ending balance | 144,072 | 156,202 | 193,865 | 107,945 | 202,784 | |
As reported | Retained Earnings (Accumulated Deficit) | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Beginning balance | (9,338) | 29,103 | 38,580 | 38,580 | ||
Net loss | (12,850) | (38,441) | (9,477) | (97,431) | ||
Ending balance | (22,188) | (9,338) | 29,103 | (58,851) | 38,580 | |
Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Ending balance | (348) | (17,248) | ||||
Adjustment | Retained Earnings (Accumulated Deficit) | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Beginning balance | (112) | (32) | 0 | 0 | ||
Net loss | (236) | (80) | (32) | (17,248) | ||
Ending balance | $ (348) | $ (112) | $ (32) | $ (17,248) | $ 0 |
Correction of Error in Previo_6
Correction of Error in Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited) - Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 27, 2022 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Cash flows from operating activities: | |||||
Net loss | $ (13,086) | $ (61,116) | $ (114,679) | $ (32,665) | $ (38,191) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||
Impairment of goodwill and long-lived and indefinite-lived assets | 32,057 | 78,146 | 0 | 12,953 | |
Depreciation, amortization of intangibles, debt costs and right-of-use assets | 14,488 | 17,884 | 19,867 | 18,838 | |
Loss on disposal of property and equipment related to restructuring, net | 5,185 | 5,185 | 10,143 | 14,802 | |
Deferred taxes | (5,471) | (6,990) | (7,893) | (5,440) | |
Loss on sale of Eat Smart | (235) | 336 | 0 | 0 | |
Stock-based compensation expense | 1,928 | 2,608 | 3,360 | 2,419 | |
Net loss on disposal of property and equipment held and used | 25 | 152 | 61 | 143 | |
Provision (benefit) for expected credit losses | (14) | (14) | 418 | (284) | |
Other, net | 551 | (426) | (74) | 195 | |
Changes in current assets and current liabilities: | |||||
Accounts receivable, net | (7,525) | (6,138) | 5,775 | (6,357) | |
Inventory | (11,910) | (5,960) | (3,352) | (12,179) | |
Prepaid expenses and other current assets | (1,448) | (602) | 7,941 | (6,815) | |
Accounts payable | 13,507 | 9,343 | (5,982) | (1,249) | |
Accrued compensation | (2,027) | (2,546) | 3,270 | (1,894) | |
Other accrued liabilities | (70) | (680) | 460 | 1,263 | |
Deferred revenue | 662 | (18) | 778 | (147) | |
Net cash (used in) provided by operating activities | (22,045) | (24,399) | 15,017 | (17,041) | |
Cash flows from investing activities: | |||||
Proceeds from the Sale of Eat Smart | 73,500 | 73,500 | 0 | 0 | |
Proceeds from sale of investment in non-public company | 45,100 | 45,100 | 0 | 0 | |
Purchases of property and equipment | 18,539 | (28,134) | (23,769) | (26,686) | |
Proceeds from sales of property and equipment | 1,096 | 1,141 | 12,913 | 2,434 | |
Eat Smart sale net working capital adjustment and cash sale expenses | 2,390 | (9,839) | 0 | 0 | |
Net cash provided by (used in) investing activities | 98,767 | 81,768 | (10,856) | (23,888) | |
Net cash (used in) provided by financing activities | (76,163) | (57,021) | (3,419) | 40,017 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 559 | 348 | 742 | (912) | |
Cash, cash equivalents and restricted cash, beginning of period | 1,295 | 1,295 | 553 | 1,465 | |
Cash, cash equivalents and restricted cash, end of period | 1,854 | 1,854 | 1,643 | 1,295 | $ 553 |
As reported | |||||
Cash flows from operating activities: | |||||
Net loss | (12,850) | (60,768) | (97,431) | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||
Impairment of goodwill and long-lived and indefinite-lived assets | 32,057 | 60,792 | |||
Depreciation, amortization of intangibles, debt costs and right-of-use assets | 14,488 | ||||
Loss on disposal of property and equipment related to restructuring, net | 5,185 | ||||
Deferred taxes | (5,471) | (6,884) | |||
Loss on sale of Eat Smart | (4,354) | ||||
Stock-based compensation expense | 1,928 | ||||
Net loss on disposal of property and equipment held and used | 25 | ||||
Provision (benefit) for expected credit losses | (14) | ||||
Other, net | 551 | ||||
Changes in current assets and current liabilities: | |||||
Accounts receivable, net | (7,525) | ||||
Inventory | (11,910) | ||||
Prepaid expenses and other current assets | (1,448) | ||||
Accounts payable | 13,055 | ||||
Accrued compensation | (3,849) | ||||
Other accrued liabilities | (4,195) | ||||
Deferred revenue | 204 | ||||
Net cash (used in) provided by operating activities | (24,435) | (24,399) | |||
Cash flows from investing activities: | |||||
Proceeds from the Sale of Eat Smart | 73,500 | ||||
Proceeds from sale of investment in non-public company | 45,100 | ||||
Purchases of property and equipment | 18,539 | ||||
Proceeds from sales of property and equipment | 1,096 | ||||
Eat Smart sale net working capital adjustment and cash sale expenses | 0 | ||||
Net cash provided by (used in) investing activities | 101,157 | ||||
Net cash (used in) provided by financing activities | (76,163) | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 559 | ||||
Cash, cash equivalents and restricted cash, beginning of period | 1,295 | 1,295 | |||
Cash, cash equivalents and restricted cash, end of period | 1,854 | 1,854 | 1,295 | ||
Adjustment | |||||
Cash flows from operating activities: | |||||
Net loss | (236) | (348) | (17,248) | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||
Impairment of goodwill and long-lived and indefinite-lived assets | 0 | 17,354 | |||
Depreciation, amortization of intangibles, debt costs and right-of-use assets | 0 | ||||
Loss on disposal of property and equipment related to restructuring, net | 0 | ||||
Deferred taxes | 0 | (106) | |||
Loss on sale of Eat Smart | 4,119 | ||||
Stock-based compensation expense | 0 | ||||
Net loss on disposal of property and equipment held and used | 0 | ||||
Provision (benefit) for expected credit losses | 0 | ||||
Other, net | 0 | ||||
Changes in current assets and current liabilities: | |||||
Accounts receivable, net | 0 | ||||
Inventory | 0 | ||||
Prepaid expenses and other current assets | 0 | ||||
Accounts payable | 452 | ||||
Accrued compensation | 1,822 | ||||
Other accrued liabilities | 4,125 | ||||
Deferred revenue | 458 | ||||
Net cash (used in) provided by operating activities | 2,390 | 0 | |||
Cash flows from investing activities: | |||||
Proceeds from the Sale of Eat Smart | 0 | ||||
Proceeds from sale of investment in non-public company | 0 | ||||
Purchases of property and equipment | 0 | ||||
Proceeds from sales of property and equipment | 0 | ||||
Eat Smart sale net working capital adjustment and cash sale expenses | 2,390 | ||||
Net cash provided by (used in) investing activities | (2,390) | ||||
Net cash (used in) provided by financing activities | 0 | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | ||||
Cash, cash equivalents and restricted cash, beginning of period | 0 | $ 0 | |||
Cash, cash equivalents and restricted cash, end of period | $ 0 | $ 0 | $ 0 |
Correction of Error in Previo_7
Correction of Error in Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited) - Diluted Earnings (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 27, 2022 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | $ (13,086) | $ (61,116) | $ (114,679) | $ (32,665) | $ (38,191) |
Weighted average shares for diluted net loss per share (in shares) | 29,482 | 29,459 | 29,466 | 29,294 | 29,162 |
Diluted net loss per share (in dollars per share) | $ (0.44) | $ (2.09) | $ (3.90) | $ (1.12) | $ (1.31) |
As reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | $ (12,850) | $ (60,768) | $ (97,431) | ||
Weighted average shares for diluted net loss per share (in shares) | 29,482 | 29,459 | 29,466 | ||
Diluted net loss per share (in dollars per share) | $ (0.43) | $ (2.07) | $ (3.31) | ||
Adjustment | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | $ (236) | $ (348) | $ (17,248) | ||
Weighted average shares for diluted net loss per share (in shares) | 29,482 | 29,459 | 0 | ||
Diluted net loss per share (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.59) |
Correction of Error in Previo_8
Correction of Error in Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited) - Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 29, 2022 | Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | May 30, 2021 | Feb. 28, 2021 | Nov. 29, 2020 | Aug. 30, 2020 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Gross profit | $ 12,112 | $ 13,220 | $ 14,635 | $ 10,403 | $ 14,580 | $ 14,441 | $ 13,601 | $ 7,849 | $ 38,258 | $ 50,370 | $ 50,471 | $ 39,387 |
Net (loss) income from continuing operations | (51,684) | (8,301) | 3,675 | (7,214) | (780) | (1,465) | (2,367) | (4,957) | (11,840) | (63,524) | (9,569) | (21,871) |
Loss from discontinued operations, net of tax | (1,879) | (4,785) | $ (42,196) | $ (2,295) | $ (2,085) | $ (4,033) | $ (10,934) | $ (6,044) | (49,276) | (51,155) | (23,096) | (16,320) |
As reported | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Gross profit | 13,895 | 39,045 | 50,370 | |||||||||
Net (loss) income from continuing operations | $ (34,436) | (7,106) | (10,510) | (46,276) | ||||||||
Loss from discontinued operations, net of tax | (5,744) | (50,258) | (51,155) | |||||||||
Adjustment | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Gross profit | (675) | (787) | 0 | |||||||||
Net (loss) income from continuing operations | (1,195) | (1,330) | (17,248) | |||||||||
Loss from discontinued operations, net of tax | 959 | 982 | 0 | |||||||||
Lifecore | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Gross profit | 12,905 | 30,384 | 43,746 | 38,265 | 32,883 | |||||||
Net (loss) income from continuing operations | 5,054 | 11,317 | 16,675 | 14,461 | 11,749 | |||||||
Loss from discontinued operations, net of tax | 0 | 0 | 0 | 0 | 0 | |||||||
Lifecore | As reported | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Gross profit | 12,905 | 30,384 | ||||||||||
Net (loss) income from continuing operations | 5,054 | 11,317 | 16,675 | |||||||||
Loss from discontinued operations, net of tax | 0 | 0 | ||||||||||
Lifecore | Adjustment | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Gross profit | 0 | 0 | ||||||||||
Net (loss) income from continuing operations | 0 | 0 | 0 | |||||||||
Loss from discontinued operations, net of tax | 0 | 0 | ||||||||||
Curation Foods | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Gross profit | 315 | 7,874 | 6,624 | 12,206 | 6,504 | |||||||
Net (loss) income from continuing operations | (7,043) | 4,183 | (47,783) | (357) | (17,728) | |||||||
Loss from discontinued operations, net of tax | (1,744) | (46,235) | (48,114) | (23,096) | (16,320) | |||||||
Curation Foods | As reported | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Gross profit | 990 | 8,661 | ||||||||||
Net (loss) income from continuing operations | (5,848) | 5,513 | (30,429) | |||||||||
Loss from discontinued operations, net of tax | (2,703) | (47,217) | ||||||||||
Curation Foods | Adjustment | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Gross profit | (675) | (787) | ||||||||||
Net (loss) income from continuing operations | (1,195) | (1,330) | (17,354) | |||||||||
Loss from discontinued operations, net of tax | 959 | 982 | ||||||||||
Other | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Gross profit | 0 | 0 | 0 | 0 | 0 | |||||||
Net (loss) income from continuing operations | (6,312) | (27,340) | (32,416) | (23,673) | (15,892) | |||||||
Loss from discontinued operations, net of tax | (3,041) | (3,041) | (3,041) | $ 0 | $ 0 | |||||||
Other | As reported | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Gross profit | 0 | 0 | ||||||||||
Net (loss) income from continuing operations | (6,312) | (27,340) | (32,522) | |||||||||
Loss from discontinued operations, net of tax | (3,041) | (3,041) | ||||||||||
Other | Adjustment | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Gross profit | 0 | 0 | ||||||||||
Net (loss) income from continuing operations | 0 | 0 | $ 106 | |||||||||
Loss from discontinued operations, net of tax | $ 0 | $ 0 |
Correction of Error in Previo_9
Correction of Error in Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited) - Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | 36 Months Ended |
Feb. 27, 2022 | Feb. 27, 2022 | May 29, 2022 | May 29, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Restructuring costs | $ 5,270 | $ 7,530 | $ 8,961 | $ 16,778 |
Lifecore | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Restructuring costs | 0 | 0 | ||
Curation Foods | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Restructuring costs | 5,220 | 5,686 | 6,425 | 10,652 |
Other | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Restructuring costs | 50 | 1,844 | $ 2,536 | $ 6,126 |
As reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Restructuring costs | 5,865 | 8,406 | ||
As reported | Lifecore | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Restructuring costs | 271 | 271 | ||
As reported | Curation Foods | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Restructuring costs | 5,344 | 5,810 | ||
As reported | Other | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Restructuring costs | 250 | 2,325 | ||
Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Restructuring costs | (595) | (876) | ||
Adjustment | Lifecore | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Restructuring costs | (271) | (271) | ||
Adjustment | Curation Foods | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Restructuring costs | (124) | (124) | ||
Adjustment | Other | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Restructuring costs | $ (200) | $ (481) |
Correction of Error in Previ_10
Correction of Error in Previously Reported Fiscal Year 2022 Interim Financial Statements (Unaudited) - Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 29, 2022 | Feb. 27, 2022 | Nov. 28, 2021 | Aug. 29, 2021 | May 30, 2021 | Feb. 28, 2021 | Nov. 29, 2020 | Aug. 30, 2020 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Other assets, discontinued operations | $ 0 | $ 154,140 | $ 0 | $ 154,140 | ||||||||
Non-current liabilities, discontinued operations | 0 | 3,981 | 0 | 3,981 | ||||||||
Income tax benefit | 121 | 5,898 | $ 4,342 | |||||||||
Loss from discontinued operations, net of tax | $ (1,879) | $ (4,785) | $ (42,196) | $ (2,295) | (2,085) | $ (4,033) | $ (10,934) | $ (6,044) | $ (49,276) | (51,155) | (23,096) | $ (16,320) |
As reported | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Other assets, discontinued operations | 171,274 | 171,274 | ||||||||||
Non-current liabilities, discontinued operations | 14,759 | 14,759 | ||||||||||
Income tax benefit | 121 | |||||||||||
Loss from discontinued operations, net of tax | (5,744) | (50,258) | (51,155) | |||||||||
Adjustment | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Other assets, discontinued operations | (17,134) | (17,134) | ||||||||||
Non-current liabilities, discontinued operations | (10,778) | (10,778) | ||||||||||
Income tax benefit | 0 | |||||||||||
Loss from discontinued operations, net of tax | 959 | 982 | $ 0 | |||||||||
Discontinued Operations | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Property and equipment, net | 59,273 | 59,273 | ||||||||||
Operating lease right-of-use assets | 3,729 | 3,729 | ||||||||||
Other assets, discontinued operations | 154,140 | 154,140 | ||||||||||
Current portion of lease liabilities | 2,289 | 2,289 | ||||||||||
Disposal Group, Including Discontinued Operation, Liabilities, Current | 42,644 | 42,644 | ||||||||||
Long-term lease liabilities | 3,252 | 3,252 | ||||||||||
Non-current liabilities, discontinued operations | 3,981 | 3,981 | ||||||||||
Loss on sale of Eat Smart | 235 | 235 | ||||||||||
Restructuring costs | 3,209 | 4,642 | ||||||||||
Total operating costs and expenses | 4,605 | 52,202 | ||||||||||
Operating loss | (4,766) | (47,002) | ||||||||||
Income tax benefit | 185 | 408 | ||||||||||
Loss from discontinued operations, net of tax | (4,785) | (49,276) | ||||||||||
Discontinued Operations | As reported | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Property and equipment, net | 66,789 | 66,789 | ||||||||||
Operating lease right-of-use assets | 13,347 | 13,347 | ||||||||||
Other assets, discontinued operations | 171,274 | 171,274 | ||||||||||
Current portion of lease liabilities | 2,424 | 2,424 | ||||||||||
Disposal Group, Including Discontinued Operation, Liabilities, Current | 42,779 | 42,779 | ||||||||||
Long-term lease liabilities | 14,030 | 14,030 | ||||||||||
Non-current liabilities, discontinued operations | 14,759 | 14,759 | ||||||||||
Loss on sale of Eat Smart | 4,354 | 4,354 | ||||||||||
Restructuring costs | 86 | 1,519 | ||||||||||
Total operating costs and expenses | 5,601 | 53,198 | ||||||||||
Operating loss | (5,762) | (47,998) | ||||||||||
Income tax benefit | 222 | 422 | ||||||||||
Loss from discontinued operations, net of tax | (5,744) | (50,258) | ||||||||||
Discontinued Operations | Adjustment | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Property and equipment, net | (7,516) | (7,516) | ||||||||||
Operating lease right-of-use assets | (9,618) | (9,618) | ||||||||||
Other assets, discontinued operations | (17,134) | (17,134) | ||||||||||
Current portion of lease liabilities | (135) | (135) | ||||||||||
Disposal Group, Including Discontinued Operation, Liabilities, Current | (135) | (135) | ||||||||||
Long-term lease liabilities | (10,778) | (10,778) | ||||||||||
Non-current liabilities, discontinued operations | $ (10,778) | $ (10,778) | ||||||||||
Loss on sale of Eat Smart | (4,119) | (4,119) | ||||||||||
Restructuring costs | 3,123 | 3,123 | ||||||||||
Total operating costs and expenses | (996) | (996) | ||||||||||
Operating loss | 996 | 996 | ||||||||||
Income tax benefit | (37) | (14) | ||||||||||
Loss from discontinued operations, net of tax | $ 959 | $ 982 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jan. 09, 2023 | Nov. 25, 2022 | Jun. 02, 2022 | Dec. 31, 2020 | Aug. 28, 2022 | Feb. 27, 2022 | May 29, 2022 | May 30, 2021 | May 31, 2020 | May 28, 2023 | Jan. 08, 2023 | |
Subsequent Event [Line Items] | |||||||||||
Proceeds from divestiture of businesses | $ 73,500,000 | $ 73,500,000 | $ 0 | $ 0 | |||||||
Gain on sale | $ 235,000 | $ (336,000) | $ 0 | $ 0 | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Term Loan | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, face amount | $ 170,000,000 | ||||||||||
Quarterly payment, percent of principal | 5% | ||||||||||
Percent of prepayment penalty | 3% | ||||||||||
Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Base spread on variable rate | 2% | ||||||||||
Term Loan | Base Rate | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Base spread on variable rate | 7.50% | ||||||||||
Term Loan | SOFR | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Base spread on variable rate | 8.50% | ||||||||||
Revolving Credit Facility | Refinanced Revolver | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Revolving line of credit | $ 75,000,000 | ||||||||||
Revolving Credit Facility | Forecast | Credit Agreements | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Revolving line of credit | $ 7,500,000 | ||||||||||
Subsequent Event | Series A Preferred Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | 38,750 | ||||||||||
Price per share sold (usd per share) | $ 0.001 | ||||||||||
Consideration received on transaction | $ 38,750,000 | ||||||||||
Preferred stock conversion price (usd per share) | $ 7 | ||||||||||
Subsequent Event | Common Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | 627,746 | ||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||||||||
Price per share sold (usd per share) | $ 7.97 | ||||||||||
Consideration received on transaction | $ 5,000,000 | ||||||||||
Subsequent Event | Curation Foods’ Avocado Business | Discontinued Operations, Disposed of by Sale | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Consideration received | $ 17,500,000 | ||||||||||
Subsequent Event | BreatheWay | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Consideration received | $ 3,200,000 | ||||||||||
Proceeds from divestiture of businesses | 3,100,000 | ||||||||||
Gain on sale | $ 2,100,000 | ||||||||||
Subsequent Event | Minimum | Curation Foods’ Avocado Business | Discontinued Operations, Disposed of by Sale | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Expected loss from sale of business | $ 15,000,000 | ||||||||||
Subsequent Event | Maximum | Curation Foods’ Avocado Business | Discontinued Operations, Disposed of by Sale | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Expected loss from sale of business | $ 17,000,000 | ||||||||||
Subsequent Event | Revolving Credit Facility | Credit Agreements | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Revolving line of credit | 1,000,000 | $ 7,500,000 | |||||||||
Subsequent Event | Revolving Credit Facility | Refinanced Revolver | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Revolving line of credit | $ 60,000,000 | ||||||||||
Commitment fee percentage | 0.375% | ||||||||||
Revolver interest rate | 2% | ||||||||||
Subsequent Event | Revolving Credit Facility | Refinanced Revolver | Upon Sale of Yucatan | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Revolving line of credit | $ 50,000,000 | ||||||||||
Subsequent Event | Revolving Credit Facility | Refinanced Revolver | Minimum | Base Rate | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Base spread on variable rate | 1% | ||||||||||
Subsequent Event | Revolving Credit Facility | Refinanced Revolver | Minimum | SOFR | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Base spread on variable rate | 2% | ||||||||||
Subsequent Event | Revolving Credit Facility | Refinanced Revolver | Maximum | Base Rate | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Base spread on variable rate | 1.50% | ||||||||||
Subsequent Event | Revolving Credit Facility | Refinanced Revolver | Maximum | SOFR | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Base spread on variable rate | 2.50% |