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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 beginning of period												Provision (benefit) for expected credit losses						Write offs, net of recoveries						Balance at end of period
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 diluted net loss per share:

			Year Ended
(in thousands, except per share amounts)			May 29, 2022						May 30, 2021						May 31, 2020
Numerator:
Net loss			$	(97,431)					$	(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
Diluted net loss per share			$	(3.31)					$	(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
Total assets			$	—					$	—					$	1,027					$	—					$	—					$	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 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 Stockholders’ Equity												Retained Earnings (Accumulated Deficit)						Total Stockholders’ Equity
(In thousands)
Balance at May 30, 2021						$	38,580					$	202,784					$	—					$	38,580					$	202,784
Net loss						(9,477)						(9,477)						(32)						(9,509)						(9,509)
Balance at August 29, 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)

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