Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
25-May-14 | Jul. 18, 2014 | Nov. 24, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'LANDEC CORP \CA\ | ' | ' |
Document Type | '10-K | ' | ' |
Current Fiscal Year End Date | '--05-25 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 26,839,725 | ' |
Entity Public Float | ' | ' | $294,141,000 |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001005286 | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Period End Date | 25-May-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | 25-May-14 | 26-May-13 |
Current assets: | ' | ' |
Cash and cash equivalents | $14,243,000 | $13,718,000 |
Marketable securities | ' | 1,545,000 |
Accounts receivable, less allowance for doubtful accounts of $516 and $583 at May 25, 2014 and May 26, 2013, respectively | 44,421,000 | 36,427,000 |
Accounts receivable, related party | 304,000 | 316,000 |
Income taxes receivable | 2,000,000 | 5,103,000 |
Inventories, net | 24,735,000 | 24,113,000 |
Deferred taxes | 2,056,000 | 1,582,000 |
Prepaid expenses and other current assets | 3,170,000 | 2,856,000 |
Total current assets | 90,929,000 | 85,660,000 |
Investment in non-public company, non-fair value | 793,000 | 793,000 |
Investment in non-public company, fair value | 39,600,000 | 29,600,000 |
Property and equipment, net | 74,140,000 | 65,811,000 |
Goodwill, net | 49,620,000 | 49,620,000 |
Trademarks/ trade names, net | 48,428,000 | 48,428,000 |
Customer relationships, net | 8,720,000 | 9,606,000 |
Other assets | 1,393,000 | 1,424,000 |
Total Assets | 313,623,000 | 290,942,000 |
Current liabilities: | ' | ' |
Accounts payable | 31,981,000 | 32,031,000 |
Accounts payable, related party | 134,000 | 225,000 |
Accrued compensation | 4,096,000 | 4,984,000 |
Other accrued liabilities | 4,871,000 | 2,332,000 |
Deferred revenue | 1,254,000 | 1,248,000 |
Lines of credit | ' | 4,000,000 |
Current portion of long-term debt | 6,055,000 | 5,933,000 |
Total current liabilities | 48,391,000 | 50,753,000 |
Long-term debt | 28,317,000 | 34,372,000 |
Deferred taxes | 30,133,000 | 24,054,000 |
Other non-current liabilities | 2,021,000 | 1,349,000 |
Total liabilities | 108,862,000 | 110,528,000 |
Commitments and contingencies (Note 12) | ' | ' |
Stockholders’ equity: | ' | ' |
Common stock, $0.001 par value; 50,000,000 shares authorized; 26,815,253 and 26,402,247 shares issued and outstanding at May 25, 2014 and May 26, 2013, respectively | 27,000 | 26,000 |
Additional paid-in capital | 131,488,000 | 126,258,000 |
Retained earnings | 71,554,000 | 52,409,000 |
Total stockholders’ equity | 203,069,000 | 178,693,000 |
Non-controlling interest | 1,692,000 | 1,721,000 |
Total Equity | 204,761,000 | 180,414,000 |
Total Liabilities and Stockholders’ Equity | $313,623,000 | $290,942,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | 25-May-14 | 26-May-13 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts (in Dollars) | $516 | $583 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 26,815,253 | 26,402,247 |
Common stock, shares outstanding | 26,815,253 | 26,402,247 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | 25-May-14 | 26-May-13 | 27-May-12 |
Product sales | $476,813 | $441,708 | $317,552 |
Cost of product sales | 414,249 | 378,948 | 265,414 |
Gross profit | 62,564 | 62,760 | 52,138 |
Operating costs and expenses: | ' | ' | ' |
Research and development | 7,204 | 9,294 | 9,625 |
Selling, general and administrative | 35,170 | 32,531 | 26,515 |
Other operating expenses | ' | -3,933 | 1,421 |
Total operating costs and expenses | 42,374 | 37,892 | 37,561 |
Operating income | 20,190 | 24,868 | 14,577 |
Dividend income | 1,125 | 1,125 | 1,125 |
Interest income | 260 | 179 | 180 |
Interest expense | -1,650 | -2,008 | -929 |
Other income | 10,000 | 8,100 | 5,331 |
Net income before taxes | 29,925 | 32,264 | 20,284 |
Income tax expense | -10,583 | -9,452 | -7,185 |
Consolidated net income | 19,342 | 22,812 | 13,099 |
Non-controlling interest | -197 | -225 | -403 |
Net income and comprehensive income applicable to common stockholders | $19,145 | $22,587 | $12,696 |
Basic net income per share (in Dollars per share) | $0.72 | $0.87 | $0.49 |
Diluted net income per share (in Dollars per share) | $0.71 | $0.85 | $0.49 |
Shares used in per share computation: | ' | ' | ' |
Basic (in Shares) | 26,628 | 25,830 | 25,849 |
Diluted (in Shares) | 27,120 | 26,626 | 26,126 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | 25-May-14 | 26-May-13 | 27-May-12 |
Balance | $204,761 | $180,414 | ' |
Common Stock [Member] | ' | ' | ' |
Balance | 26 | 26 | 27 |
Balance (in Shares) | 26,402,247 | 25,644,580 | 26,405,799 |
Issuance of common stock, net of taxes paid by Landec on behalf of employees | 1 | ' | ' |
Issuance of common stock, net of taxes paid by Landec on behalf of employees (in Shares) | 372,852 | 597,537 | 72,572 |
Issuance of common stock for vested restricted stock units (in Shares) | 40,154 | 160,130 | 83,453 |
Common stock repurchased on the open market | ' | ' | -1 |
Common stock repurchased on the open market (in Shares) | ' | ' | -917,244 |
Balance | 27 | 26 | 26 |
Balance (in Shares) | 26,815,253 | 26,402,247 | 25,644,580 |
Additional Paid-in Capital [Member] | ' | ' | ' |
Balance | 126,258 | 119,894 | 119,169 |
Issuance of common stock, net of taxes paid by Landec on behalf of employees | 2,297 | 3,416 | 61 |
Common stock repurchased on the open market | ' | ' | -5,005 |
Taxes paid by Company for stock swaps and RSUs | -345 | -49 | -260 |
Stock-based compensation | 1,356 | 1,695 | 1,872 |
Tax benefit from stock-based compensation expense | 1,922 | 1,302 | 4,057 |
Balance | 131,488 | 126,258 | 119,894 |
Retained Earnings [Member] | ' | ' | ' |
Balance | 52,409 | 29,822 | 17,126 |
Net and comprehensive income | 19,145 | 22,587 | 12,696 |
Balance | 71,554 | 52,409 | 29,822 |
Accumulated Other Comprehensive Income (Loss) [Member] | ' | ' | ' |
Balance | ' | ' | -267 |
Net and comprehensive income | ' | ' | 267 |
Parent [Member] | ' | ' | ' |
Balance | 178,693 | 149,742 | 136,055 |
Issuance of common stock, net of taxes paid by Landec on behalf of employees | 2,298 | 3,416 | 61 |
Common stock repurchased on the open market | ' | ' | -5,006 |
Taxes paid by Company for stock swaps and RSUs | -345 | -49 | -260 |
Stock-based compensation | 1,356 | 1,695 | 1,872 |
Tax benefit from stock-based compensation expense | 1,922 | 1,302 | 4,057 |
Net and comprehensive income | 19,145 | 22,587 | 12,963 |
Balance | 203,069 | 178,693 | 149,742 |
Noncontrolling Interest [Member] | ' | ' | ' |
Balance | 1,721 | 1,816 | 1,671 |
Non-controlling interest | 197 | 225 | 403 |
Payments to non-controlling interest | -226 | -320 | -258 |
Balance | $1,692 | $1,721 | $1,816 |
Consolidated_Statements_of_Cha1
Consolidated Statements of Changes in Stockholders' Equity (Parentheticals) (Common Stock [Member], USD $) | 25-May-14 | 26-May-13 | 27-May-12 | 25-May-14 | 26-May-13 | 27-May-12 |
Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | |
Issuance of common stock | $5.63 | $1.66 | $2.55 | $13.32 | $13.32 | $6.95 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
25-May-14 | 26-May-13 | 27-May-12 | |
Consolidated net income | $19,342,000 | $22,812,000 | $13,099,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 7,114,000 | 7,295,000 | 5,621,000 |
Stock-based compensation expense | 1,356,000 | 1,695,000 | 1,872,000 |
Deferred taxes | 5,605,000 | 6,511,000 | 3,283,000 |
Change in investment in non-public company , fair value | -10,000,000 | -8,100,000 | -5,838,000 |
Tax benefit from stock based compensation | -1,922,000 | -1,302,000 | -4,057,000 |
Net loss on disposal of property and equipment | 329,000 | 217,000 | 12,000 |
Earn out liability | ' | -3,933,000 | 1,421,000 |
Changes in assets and liabilities, net of effects from acquisitions: | ' | ' | ' |
Accounts receivable, net | -7,994,000 | -4,121,000 | -3,246,000 |
Accounts receivable, related party | 12,000 | -348,000 | 130,000 |
Income taxes receivable | 5,025,000 | -3,754,000 | 4,581,000 |
Inventories, net | -622,000 | -2,102,000 | -441,000 |
Issuance of notes and advances receivable | -4,763,000 | -4,173,000 | -3,699,000 |
Collection of notes and advances receivable | 4,481,000 | 4,173,000 | 3,704,000 |
Prepaid expenses and other current assets | -32,000 | -278,000 | 3,588,000 |
Accounts payable | -50,000 | 8,826,000 | -544,000 |
Accounts payable, related party | -91,000 | 10,000 | 476,000 |
Accrued compensation | 38,000 | -798,000 | 2,701,000 |
Other accrued liabilities | 3,211,000 | -2,486,000 | 3,434,000 |
Deferred revenue | 6,000 | 1,086,000 | -2,495,000 |
Net cash provided by operating activities | 21,045,000 | 21,230,000 | 22,181,000 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of property and equipment | -14,886,000 | -8,877,000 | -5,371,000 |
Acquisition of GreenLine (Note 2) | ' | ' | -66,826,000 |
Purchase of marketable securities | -1,417,000 | -4,959,000 | -30,723,000 |
Proceeds from maturities of marketable securities | 0 | 0 | ' |
Proceeds from sales of marketable securities | 0 | 0 | ' |
Net cash used in investing activities | -13,341,000 | -10,422,000 | -44,073,000 |
Cash flows from financing activities: | ' | ' | ' |
Repurchase of outstanding common stock | ' | ' | -5,006,000 |
Proceeds from sale of common stock | 2,298,000 | 3,416,000 | 61,000 |
Taxes paid by Company for stock swaps and RSUs | -1,271,000 | -49,000 | -260,000 |
Tax benefit from stock-based compensation expense | 1,922,000 | 1,302,000 | 4,057,000 |
Earn out payment from Lifecore acquisition | ' | -9,650,000 | ' |
Net change in other assets/liabilities | 31,000 | 712,000 | -1,813,000 |
Proceeds from long term debt | ' | ' | 31,816,000 |
Proceeds from lines of credit | 9,500,000 | ' | 12,766,000 |
Payments on long term debt | -5,933,000 | -7,012,000 | -4,329,000 |
Payments on lines of credit | -13,500,000 | -7,666,000 | -1,100,000 |
Payments to non-controlling interest. | -226,000 | -320,000 | -258,000 |
Net cash (used in) provided by financing activities | -7,179,000 | -19,267,000 | 35,934,000 |
Net increase (decrease) in cash and cash equivalents | 525,000 | -8,459,000 | 14,042,000 |
Cash and cash equivalents at beginning of year | 13,718,000 | 22,177,000 | 8,135,000 |
Cash and cash equivalents at end of year | 14,243,000 | 13,718,000 | 22,177,000 |
Supplemental disclosure of cash flows information: | ' | ' | ' |
Cash paid during the period for interest | 1,504,000 | 1,728,000 | 952,000 |
Cash paid during the period for income taxes, net of refunds received | 50,000 | 5,605,000 | 246,000 |
Marketable Maturities [Member] | ' | ' | ' |
Cash flows from investing activities: | ' | ' | ' |
Proceeds from maturities of marketable securities | 2,962,000 | 3,414,000 | 31,104,000 |
Proceeds from sales of marketable securities | 2,962,000 | 3,414,000 | 31,104,000 |
Marketable Sales [Member] | ' | ' | ' |
Cash flows from investing activities: | ' | ' | ' |
Proceeds from maturities of marketable securities | ' | ' | 27,743,000 |
Proceeds from sales of marketable securities | ' | ' | 27,743,000 |
Earnout [Member] | ' | ' | ' |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Earn out liability | ' | ($3,933,000) | ' |
Note_1_Organization_Basis_of_P
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||||||||
25-May-14 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | ' | ||||||||||||||||||||||||
1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies | |||||||||||||||||||||||||
Organization | |||||||||||||||||||||||||
Landec Corporation and its subsidiaries (“Landec” or the “Company”) design, develop, manufacture and sell differentiated products for food and biomaterials markets and license technology applications to partners. The Company has two proprietary polymer technology platforms: 1) Intelimer® polymers, and 2) hyaluronan (“HA”) biopolymers. The Company’s HA biopolymers are proprietary in that they are specially formulated for specific customers to meet strict regulatory requirements. The Company’s polymer technologies, along with its customer relationships and trade names, are the foundation, and a key differentiating advantage upon which Landec has built its business. The Company sells specialty packaged branded Eat Smart and GreenLine and private label fresh-cut vegetables and whole produce to retailers, club stores and foodservice operators, primarily in the United States, Canada and Asia through its Apio, Inc. (“Apio”) subsidiary and sells HA-based biomaterials through its Lifecore Biomedical, Inc. (“Lifecore”) subsidiary. | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
Basis of Consolidation | |||||||||||||||||||||||||
The consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles and include the accounts of Landec Corporation and its subsidiaries, Apio and Lifecore. All material inter-company transactions and balances have been eliminated. | |||||||||||||||||||||||||
Arrangements that are not controlled through voting or similar rights are reviewed under the guidance for variable interest entities (“VIEs”). A company is required to consolidate the assets, liabilities and operations of a VIE if it is determined to be the primary beneficiary of the VIE. | |||||||||||||||||||||||||
An entity is a VIE and subject to consolidation, if by design: a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders or b) as a group the holders of the equity investment at risk lack any one of the following three characteristics: (i) the power, through voting rights or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity. The Company reviewed the consolidation guidance and concluded that the partnership interest and equity investment in non-public companies by the Company are not VIEs. | |||||||||||||||||||||||||
Reclassifications | |||||||||||||||||||||||||
Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. | |||||||||||||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates that require management’s most significant and subjective judgments include revenue recognition; sales returns and allowances; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived assets; the valuation of intangible assets and inventory; the valuation of investments; and the valuation and recognition of stock-based compensation. | |||||||||||||||||||||||||
These estimates involve the consideration of complex factors and require management to make judgments. The analysis of historical and future trends can require extended periods of time to resolve and are subject to change from period to period. The actual results may differ from management’s estimates. | |||||||||||||||||||||||||
Concentrations of Risk | |||||||||||||||||||||||||
Cash and cash equivalents, marketable securities, trade accounts receivable, grower advances and notes receivable are financial instruments that potentially subject the Company to concentrations of credit risk. Our Company policy limits, among other things, the amount of credit exposure to any one issuer and to any one type of investment, other than securities issued or guaranteed by the U.S. government. The Company routinely assesses the financial strength of customers and growers and, as a consequence, believes that trade receivables, grower advances and notes receivable credit risk exposure is limited. Credit losses for bad debt are provided for in the consolidated financial statements through a charge to operations. A valuation allowance is provided for known and anticipated credit losses. The recorded amounts for these financial instruments approximate their fair value. | |||||||||||||||||||||||||
Several of the raw materials we use to manufacture our products are currently purchased from a single source, including some monomers used to synthesize Intelimer polymers, substrate materials for our breathable membrane products and raw materials for our HA products. | |||||||||||||||||||||||||
The operations of Windset, in which the Company holds a 20.1% minority investment, are predominantly located in British Columbia and Santa Maria, California. Routinely, the Company evaluates the financial strength and ability for Windset to continue as a going concern. | |||||||||||||||||||||||||
During the fiscal year ended May 25, 2014, sales to the Company’s top five customers accounted for approximately 42% of total revenue with the top two customers from the Food Products Technology segment, Costco Wholesale Corporation and Wal-mart, Inc. accounting for approximately 21% and 11%, respectively, of total revenues. In addition, approximately 29% of the Company’s total revenues were derived from product sales to international customers, none of which individually accounted for more than 5% of total revenues. As of May 25, 2014, the top two customers, Costco Wholesale Corporation and Wal-mart, Inc. represented approximately 16% and 12%, respectively, of total accounts receivable. | |||||||||||||||||||||||||
During the fiscal year ended May 26, 2013, sales to the Company’s top five customers accounted for approximately 40% of total revenue with the top two customers, Costco Wholesale Corporation and Wal-mart, Inc. from the Food Products Technology segment, accounting for approximately 16% and 13%, respectively, of total revenues. In addition, approximately 30% of the Company’s total revenues were derived from product sales to international customers, none of which individually accounted for more than 5% of total revenues. As of May 26, 2013, the top two customers, Costco Wholesale Corporation and Wal-mart, Inc. both represented approximately 15% of total accounts receivable. | |||||||||||||||||||||||||
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 marketable securities, commercial-term trade payables, grower advances, notes receivable and debt 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. Fair values for long-term financial instruments not readily marketable are estimated based upon discounted future cash flows at prevailing market interest rates. Based on these assumptions, management believes the fair market values of the Company’s financial instruments are not significantly different from their recorded amounts as of May 25, 2014 and May 26, 2013. | |||||||||||||||||||||||||
Accounts Receivable and Sales Returns and Allowance for Doubtful Accounts | |||||||||||||||||||||||||
The Company carries its accounts receivable at their face amounts less an allowance for estimated sales returns and doubtful accounts. Sales return allowances are estimated based on historical sales return amounts. Further, on a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts and estimated losses resulting from the inability of its customers to make required payments. The allowance for doubtful accounts is determined based on review of the overall condition of accounts receivable balances and review of significant past due accounts. The allowance for doubtful accounts is based on specific identification of past due amounts and for accounts over 90-days past due. The changes in the Company’s allowance for sales returns and doubtful accounts are summarized in the following table (in thousands). | |||||||||||||||||||||||||
Balance at | Additions from | Write offs, net of | Balance at end of | ||||||||||||||||||||||
beginning of | acquisitions and | recoveries | period | ||||||||||||||||||||||
period | adjustments | ||||||||||||||||||||||||
charged to revenue | |||||||||||||||||||||||||
and expenses | |||||||||||||||||||||||||
Year ended May 27, 2012 | $ | 342 | $ | 248 | $ | -78 | $ | 512 | |||||||||||||||||
Year ended May 26, 2013 | $ | 512 | $ | 109 | $ | -38 | $ | 583 | |||||||||||||||||
Year ended May 25, 2014 | $ | 583 | $ | 143 | $ | -210 | $ | 516 | |||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||
Revenue from product sales is recognized when there is persuasive evidence that an arrangement exists, title has transferred, the price is fixed and determinable, and collectability is reasonably assured. Allowances are established for estimated uncollectible amounts, product returns, and discounts based on specific identification and historical losses. | |||||||||||||||||||||||||
Apio’s Food Products Technology revenues generally consist of revenues generated from the sale of specialty packaged fresh-cut and whole value-added processed vegetable products that are generally washed and packaged in our proprietary packaging and sold under Apio’s Eat Smart and GreenLine brands and various private labels. Revenue is generally recognized upon shipment of these products to customers. The Company takes title to all produce it trades and/or packages, and therefore, records revenues and cost of sales at gross amounts in the Consolidated Statements of Comprehensive Income | |||||||||||||||||||||||||
In addition, Food Products Technology value-added revenues include the revenues generated from Apio Cooling, LP, a vegetable cooling operation in which Apio is the general partner with a 60% ownership position and from the sale of BreatheWay packaging to license partners. Revenue is recognized on the vegetable cooling operations as cooling and storage services are provided to our customers. Sales of BreatheWay packaging are recognized when shipped to our customers. | |||||||||||||||||||||||||
Apio’s Food Export revenues consist of revenues generated from the purchase and sale of primarily whole commodity fruit and vegetable products to Asia by Cal-Ex. As most Cal-Ex customers are in countries outside of the U.S., title transfers and revenue is generally recognized upon arrival of the shipment in the foreign port. Apio records revenue equal to the sale price to third parties because it takes title to the product while in transit. | |||||||||||||||||||||||||
Our HA-based Biomaterials business principally generates revenue through the sale of products containing HA. Lifecore primarily sells products to customers in three medical areas: (1) Ophthalmic, which represented approximately 60% of Lifecore’s revenues in fiscal year 2014, (2) Orthopedic, which represented approximately 20% of Lifecore’s revenues in fiscal year 2014 and (3) Veterinary/Other. The vast majority of revenues from our HA-based Biomaterials business are recognized upon shipment. | |||||||||||||||||||||||||
A small amount of revenues from our HA-based Biomaterials business is related to contract research and development (R&D) services and multi-element arrangement services with customers where we provide products and/or services in a bundled arrangement. | |||||||||||||||||||||||||
Contract revenue R&D is recorded as earned, based on the performance requirements of the contract. Non-refundable contract fees for which no further performance obligations exist, and there is no continuing involvement by the Company, are recognized on the earlier of when the payments are received or when collection is assured. | |||||||||||||||||||||||||
For sales arrangements that contain multiple elements, the Company splits the arrangement into separate units of accounting if the individually delivered elements have value to the customer on a standalone basis. The Company also evaluates whether multiple transactions with the same customer or related party should be considered part of a multiple element arrangement, whereby the Company assesses, among other factors, whether the contracts or agreements are negotiated or executed within a short time frame of each other or if there are indicators that the contracts are negotiated in contemplation of each other. The Company then allocates revenue to each element based on a selling price hierarchy. The relative selling price for a deliverable is based on its vendor-specific objective evidence (VSOE), if available, third-party evidence (TPE), if VSOE is not available, or estimated selling price, if neither VSOE nor TPE is available. The Company then recognizes revenue on each deliverable in accordance with its policies for product and service revenue recognition. The Company is not typically able to determine VSOE or TPE, and therefore, uses estimated selling prices to allocate revenue between the elements of the arrangement. | |||||||||||||||||||||||||
The Company limits the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services or future performance obligations or subject to customer-specific cancellation rights. The Company evaluates each deliverable in an arrangement to determine whether they represent separate units of accounting. A deliverable constitutes a separate unit of accounting when it has stand-alone value, and for an arrangement that includes a general right of return relative to the delivered products or services, delivery or performance of the undelivered product or service is considered probable and is substantially controlled by the Company. The Company considers a deliverable to have stand-alone value if the product or service is sold separately by the Company or another vendor or could be resold by the customer. Further, the revenue arrangements generally do not include a general right of return relative to the delivered products. Where the aforementioned criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition. The Company allocates the total arrangement consideration to each separable element of an arrangement based upon the relative selling price of each element. Allocation of the consideration is determined at arrangement inception on the basis of each unit’s relative selling price. In instances where the Company has not established fair value for any undelivered element, revenue for all elements is deferred until delivery of the final element is completed and all recognition criteria are met. | |||||||||||||||||||||||||
Licensing revenue is recognized in accordance with prevailing accounting guidance. Initial license fees are deferred and amortized to revenue over the period of the agreement when a contract exists, the fee is fixed and determinable, and collectability is reasonably assured. Noncancellable, nonrefundable license fees are recognized over the period of the agreement, including those governing research and development activities and any related supply agreement entered into concurrently with the license when the risk associated with commercialization of a product is non-substantive at the outset of the arrangement. | |||||||||||||||||||||||||
From time to time, the Company offers customers sales incentives, which include volume rebates and discounts. These amounts are estimated on a quarterly basis and recorded as a reduction of revenue. | |||||||||||||||||||||||||
A summary of revenues by type of revenue arrangement as described above is as follows (in thousands): | |||||||||||||||||||||||||
Year ended | Year ended | ||||||||||||||||||||||||
25-May-14 | 26-May-13 | ||||||||||||||||||||||||
Recorded upon shipment | $ | 398,938 | $ | 359,518 | |||||||||||||||||||||
Recorded upon acceptance in foreign port | 69,710 | 78,442 | |||||||||||||||||||||||
Revenue from license fees, R&D contracts and royalties/profit sharing | 1,354 | 1,975 | |||||||||||||||||||||||
Revenue from multiple element arrangements | 6,811 | 1,773 | |||||||||||||||||||||||
Total | $ | 476,813 | $ | 441,708 | |||||||||||||||||||||
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 sourcing locations to the end consumer markets. | |||||||||||||||||||||||||
Other Accounting Policies and Disclosures | |||||||||||||||||||||||||
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 certificate of deposits (CDs), money market funds and U.S. Treasuries. The market value of cash equivalents approximates their historical cost given their short-term nature. | |||||||||||||||||||||||||
Marketable Securities | |||||||||||||||||||||||||
Short-term marketable securities consist of CDs that are FDIC insured and single A or better rated corporate and municipal bonds with original maturities of more than three months at the date of purchase regardless of the maturity date. The Company classifies all debt securities with readily determinable market values as “available for sale” as the Company views the funds within its portfolio as available for use in its current operations. The aggregate amount of CDs included in marketable securities as of May 25, 2014 and May 26, 2013 was zero and $701,000, respectively. The contractual maturities of the Company's marketable securities that are due in less than one year represent zero and $1.3 million of its marketable securities and those due in one to two years represent zero and $251,000 of the Company’s marketable securities as of May 25, 2014 and May 26, 2013, respectively. Investments in marketable securities are carried at fair market value with unrealized gains and losses reported as other income. The cost of debt securities is adjusted for amortization of premiums and discounts to maturity. This amortization is recorded to interest income. Realized gains and losses on the sale of available for sale securities are also recorded to interest income and were not significant for the fiscal years ended May 25, 2014 and May 26, 2013. During fiscal years 2014 and 2013, the Company did not sell any marketable securities. The cost of securities sold is based on the specific identification method. | |||||||||||||||||||||||||
Inventories | |||||||||||||||||||||||||
Inventories are stated at the lower of cost (using the first-in, first-out method) or market. As of May 25, 2014 and May 26, 2013 inventories consisted of (in thousands): | |||||||||||||||||||||||||
May 25, | May 26, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Finished goods | $ | 11,111 | $ | 11,297 | |||||||||||||||||||||
Raw materials | 10,376 | 9,290 | |||||||||||||||||||||||
Work in progress | 3,248 | 3,526 | |||||||||||||||||||||||
Inventories, net | $ | 24,735 | $ | 24,113 | |||||||||||||||||||||
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 provides 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. Advertising expense for the Company for fiscal years 2014, 2013 and 2012 was $447,000, $445,000 and $406,000, respectively. | |||||||||||||||||||||||||
Notes and Advances Receivable | |||||||||||||||||||||||||
Apio issues notes and makes advances to produce growers for their crop and harvesting costs primarily for the purpose of sourcing crops for Apio's business. Notes receivable and advances are generally recovered during the growing season (less than one year) using proceeds from the crops sold to Apio. Notes are interest bearing obligations, evidenced by contracts and notes receivable. These notes and advances receivable are secured by perfected liens on crops, have terms that range from three to nine months, and are reviewed at least quarterly for collectability. A reserve is established for any note or advance deemed to not be fully collectible based upon an estimate of the crop value or the fair value of the security for the note or advance. There were no notes or advances outstanding at May 25, 2014. | |||||||||||||||||||||||||
Related Party Transactions | |||||||||||||||||||||||||
The Company sold products to and earned license fees from Windset Holding 2010 Ltd., a Canadian corporation (“Windset”) during fiscal year 2014. The Company also provided cooling and distribution services to Beachside Produce LLC ("Beachside"), a commodity produce distributor, in which the Chairman of Apio had a farming and ownership interest, until May 26, 2013. During fiscal years 2014, 2013 and 2012, the Company recognized related party revenues of $365,000, $2.5 million, and $3.8 million, respectively, which have been included in product sales in the accompanying Consolidated Statements of Comprehensive Income, from the sale of products and providing cooling services to these parties. As a result of Beachside no longer being a related party beginning in fiscal year 2014, the $2.1 million and $3.1 million of service revenue, related party for fiscal years 2013 and 2012, respectively, have been reclassified to product sales in the accompanying Consolidated Statements of Comprehensive Income. The related receivable balances of $304,000 and $316,000 from Windset are included in accounts receivable, related party in the accompanying Consolidated Balance Sheets as of May 25, 2014 and May 26, 2013, respectively. | |||||||||||||||||||||||||
Additionally, unrelated to the revenue transactions above, the Company purchases produce from Beachside and Windset for sale to third parties. During fiscal years 2014, 2013 and 2012, the Company recognized related party cost of product sales of $1.6 million, $6.7 million and $5.6 million, respectively, in the accompanying Consolidated Statements of Comprehensive Income, from the sale of products purchased from these parties. The related accounts payable of $134,000 and $225,000 from Windset are included in accounts payable, related party in the accompanying Consolidated Balance Sheets as of May 25, 2014 and May 26, 2013, respectively. | |||||||||||||||||||||||||
All related party transactions are monitored quarterly by the Company and approved by the Audit Committee of the Board of Directors. | |||||||||||||||||||||||||
Property and Equipment | |||||||||||||||||||||||||
Property and equipment are stated at cost. Expenditures for major improvements are capitalized while repairs and maintenance are charged to expense. Depreciation is expensed on a straight-line basis over the estimated useful lives of the respective assets, generally three to forty years for buildings and leasehold improvements and three to twenty years for furniture and fixtures, computers, capitalized software, capitalized leases, machinery, equipment and autos. 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 in accordance with accounting guidance. 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 using the straight-line basis over estimated useful lives of three to seven years. During fiscal year 2014, the Company capitalized $913,000 in software development costs. During fiscal years 2013 and 2012, the Company did not capitalize any software development costs. | |||||||||||||||||||||||||
Change in Depreciable Lives of Property and Equipment | |||||||||||||||||||||||||
In accordance with its policy, the Company reviews the estimated useful lives of its fixed assets on an ongoing basis. This review primarily indicated that the actual lives of certain buildings and machinery and equipment at its processing facilities were longer than the estimated useful lives used for depreciation purposes in the Company’s financial statements. As a result, effective November 25, 2013, the Company changed its estimates of the useful lives of its buildings and machinery and equipment to better reflect the estimated periods during which these assets will remain in service. The Company’s buildings that previously averaged 29 years were increased to an average of 35 years. The Company’s machinery and equipment that previously averaged 7 years were increased to an average of 11 years. The effect of this change in estimate for the six months ended May 25, 2014 was to decrease depreciation expense by $876,000, increase net income by $564,000, and increase basic and diluted earnings per share by $0.02. | |||||||||||||||||||||||||
Long-Lived Assets | |||||||||||||||||||||||||
The Company’s Long-Lived Assets consist of property, plant and equipment, and intangible assets. Intangible assets are comprised of customer relationships with an estimated useful life of twelve to thirteen years (the “finite-lived intangible assets”) and trademarks/trade names and goodwill with indefinite lives (collectively, “the indefinite-lived intangible assets”), which the Company recognized in accordance with accounting guidance (i) upon the acquisition of GreenLine Holding Company (“GreenLine”) by Apio in April 2012, (ii) upon the acquisition of Lifecore in April 2010 and (iii) upon the acquisition of Apio in December 1999. Accounting guidance defines goodwill as “the excess of the cost of an acquired entity over the net of the estimated fair values of the assets acquired and the liabilities assumed at date of acquisition.” All intangible assets, including goodwill, associated with the acquisition of Lifecore was allocated to the HA-based Biomaterials reporting unit and the acquisitions of Apio and GreenLine were allocated to the Food Products Technology reporting unit pursuant to accounting guidance based upon the allocation of assets and liabilities acquired and consideration paid for each reporting unit. As of May 25, 2014, the HA-based Biomaterials reporting unit had $13.9 million of goodwill and the Food Products Technology reporting unit had $35.7 million of goodwill. | |||||||||||||||||||||||||
Property, plant and equipment and finite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not be recoverable. The Company’s impairment review requires significant management judgment including estimating the future success of product lines, future sales volumes, revenue and expense growth rates, alternative uses for the assets and estimated proceeds from the disposal of the assets. The Company conducts quarterly reviews of idle and underutilized equipment, and reviews business plans for possible impairment indicators. Impairment is indicated when the carrying amount of the asset (or asset group) exceeds its estimated future undiscounted cash flows and the impairment is viewed as other than temporary. When impairment is indicated, an impairment charge is recorded for the difference between the asset’s book value and its estimated fair value. Depending on the asset, estimated fair value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in similar condition. The use of different assumptions would increase or decrease the estimated fair value of assets and would increase or decrease any impairment measurement. | |||||||||||||||||||||||||
The Company tests its indefinite-lived intangible assets for impairment at least annually, in accordance with accounting guidance. For non-goodwill indefinite-lived intangible assets, the Company performs a qualitative analysis in accordance with ASC 350-30-35. For goodwill, the Company performs a quantitative analysis in accordance with ASC 350-20-35. | |||||||||||||||||||||||||
Application of the impairment tests for indefinite-lived intangible assets requires significant judgment by management, including identification of reporting units, assignment of assets and liabilities to reporting units, assignment of intangible assets to reporting units, and the determination of the fair value of each indefinite-lived intangible asset and reporting unit based upon projections of future net cash flows, discount rates and market multiples, which judgments and projections are inherently uncertain. | |||||||||||||||||||||||||
During the fiscal quarter ended February 23, 2014, the Company voluntarily changed the date of its annual goodwill and indefinite-lived intangible assets impairment testing from the last day of the fiscal month in July to the first day of the fiscal fourth quarter. This voluntary change is preferable under the circumstances as it provides the Company with additional time to complete its annual goodwill and indefinite-lived intangible asset impairment testing in advance of its year-end reporting and results in better alignment with the Company’s strategic planning and forecasting process. The voluntary change in accounting principle related to the annual testing date will not delay, accelerate, or avoid an impairment charge. This change is not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively. | |||||||||||||||||||||||||
The Company tested its indefinite-lived intangible assets for impairment as of February 24, 2014 and determined that no adjustments to the carrying values of these assets were necessary as of that date. 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, 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. | |||||||||||||||||||||||||
The Company uses the discounted cash flow (“DCF”) approach to develop an estimate of fair value for goodwill. The DCF approach recognizes that current value is premised on the expected receipt of future economic benefits. Indications of value are developed by discounting projected future net cash flows to their present value at a rate that reflects both the current return requirements of the market and the risks inherent in the specific investment. The market approach is not used to value the Company’s reporting units because insufficient market comparables exist to enable the Company to develop a reasonable fair value due to the unique nature of each of the Company’s reporting units. | |||||||||||||||||||||||||
The DCF associated with the annual goodwill impairment analysis for the Food Products Technology reporting unit is based on management’s five-year projection of revenues, gross profits and operating profits by fiscal year and assumes a 36% effective tax rate for each year. Management takes into account the historical trends of the Food Products Technology reporting unit and the industry categories in which it operates along with inflationary factors, current economic conditions, new product introductions, cost of sales, operating expenses, capital requirements and other relevant data when developing its projection. The estimated fair value of the Food Products Technology reporting unit as of February 24, 2014 was 136% of its book value at that date, therefore, no goodwill impairment was deemed to exist. For the test performed as of July 21, 2013, the projected cash flow from operations for determining the DCF for fiscal year 2014 was $10.1 million for the Food Products Technology reporting unit. The actual cash flow from operations for fiscal year 2014 was $10.5 million. | |||||||||||||||||||||||||
The DCF associated with the annual goodwill impairment analysis for the HA-based Biomaterials reporting unit is based on management’s five-year projections of revenues, gross profits and operating profits by fiscal year and assumes a 36% effective tax rate for each year. Management takes into account the historical trends of HA-based Biomaterials reporting unit and the industry categories in which it operates along with inflationary factors, current economic conditions, new product introductions, cost of sales, operating expenses, capital requirements and other relevant data when developing its projection. The estimated fair value of the HA-based Biomaterials reporting unit as of February 24, 2014 was 176% of its book value at that date, therefore, no goodwill impairment was deemed to exist. For the test performed as of July 21, 2013, the projected cash flow from operations for determining the DCF for fiscal year 2014 was $6.3 million for the HA-based Biomaterials reporting unit. The actual cash flow from operations for fiscal year 2014 was $10.2 million. The difference of $3.9 million is primarily due to timing of working capital changes and lower than planned intercompany charges for income taxes. | |||||||||||||||||||||||||
Investment in Non-Public Company | |||||||||||||||||||||||||
The Company’s investment in Aesthetic Science is carried at cost and adjusted for impairment losses. Since there is no readily available market value information, the Company periodically reviews this investment to determine if an other than temporary decline in value has occurred based on the financial stability and viability of Aesthetic Science. | |||||||||||||||||||||||||
Aesthetic Science sold the rights to its Smartfil™ Injector System on July 16, 2010. As a result, Landec evaluated its cost method investment for impairment, utilizing a discounted cash flow analysis. Based on the terms of the agreement, the Company determined that its investment was other than temporarily impaired and therefore, recorded an impairment loss of $1.0 million in fiscal year 2010. The Company’s carrying value of its investment in Aesthetic Sciences, net of the impairment loss, is $793,000 at May 25, 2014 and May 26, 2013, and reported as an investment in non-public company, non-fair value, in the accompanying Consolidated Balance Sheets. | |||||||||||||||||||||||||
On February 15, 2011, the Company made an investment in Windset which is reported as an investment in non-public company, fair value, in the accompanying Consolidated Balance Sheets as of May 25, 2014 and May 26, 2013. The Company has elected to account for its investment in Windset under the fair value option (see Note 4). | |||||||||||||||||||||||||
Partial Self-Insurance on Employee Health Plan | |||||||||||||||||||||||||
The Company provides health insurance benefits to eligible employees under a self-insured plan whereby the Company pays actual medical claims subject to certain stop loss limits. The Company records self-insurance liabilities based on actual claims filed and an estimate of those claims incurred but not reported. Any projection of losses concerning the Company's liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors such as inflation rates, changes in severity, benefit level changes, medical costs, and claims settlement patterns. This self-insurance liability is included in accrued liabilities and represents management's best estimate of the amounts that have not been paid as of May 25, 2014. It is reasonably possible that the expense the Company ultimately incurs could differ and adjustments to future reserves may be necessary. | |||||||||||||||||||||||||
Deferred Revenue | |||||||||||||||||||||||||
Cash received in advance of services performed are recorded as deferred revenue. At May 25, 2014, $1.3 million was recognized as advances from customers. At May 26, 2013, $1.2 million was recognized as advances from customers. | |||||||||||||||||||||||||
Non-Controlling Interest | |||||||||||||||||||||||||
The Company reports all non-controlling interests as a separate component of stockholders’ equity. The non-controlling interest’s share of the income or loss of the consolidated subsidiary is reported as a separate line item in our Consolidated Statements of Comprehensive Income, following the consolidated net income caption. | |||||||||||||||||||||||||
In connection with the acquisition of Apio, Landec acquired Apio’s 60% general partner interest in Apio Cooling, a California limited partnership. Apio Cooling is included in the consolidated financial statements of Landec for all periods presented. The non-controlling interest balance of $1.7 million at both May 25, 2014 and May 26, 2013 is comprised of the non-controlling limited partners’ interest in Apio Cooling. | |||||||||||||||||||||||||
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. At May 25, 2014, the Company had an $881,000 valuation allowance against its deferred tax assets. | |||||||||||||||||||||||||
In addition to valuation allowances, the Company establishes accruals for uncertain tax positions. The tax-contingency accruals are adjusted in light of changing facts and circumstances, such as the progress of tax audits, case law and emerging legislation. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. The Company’s effective tax rate includes the impact of tax-contingency accruals as considered appropriate by management. | |||||||||||||||||||||||||
A number of years may elapse before a particular matter, for which the Company has accrued, is audited and finally resolved. The number of years with open tax audits varies by jurisdiction. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, the Company believes its tax-contingency accruals are adequate to address known tax contingencies. Favorable resolution of such matters could be recognized as a reduction to the Company’s effective tax rate in the year of resolution. Unfavorable settlement of any particular issue could increase the effective tax rate. Any resolution of a tax issue may require the use of cash in the year of resolution. The Company’s tax-contingency accruals are recorded in other accrued liabilities in the accompanying Consolidated Balance Sheets. | |||||||||||||||||||||||||
Per Share Information | |||||||||||||||||||||||||
Accounting guidance requires the presentation of basic and diluted earnings per share. Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities and is computed using the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution as if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted common equivalent shares consist of stock options and restricted stock units, calculated using the treasury stock method. | |||||||||||||||||||||||||
The following table sets forth the computation of diluted net income per share (in thousands, except per share amounts): | |||||||||||||||||||||||||
Fiscal Year | Fiscal Year | Fiscal Year | |||||||||||||||||||||||
Ended | Ended | Ended | |||||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||||||||||||||
Numerator: | |||||||||||||||||||||||||
Net income applicable to Common Stockholders | $ | 19,145 | $ | 22,587 | $ | 12,696 | |||||||||||||||||||
Denominator: | |||||||||||||||||||||||||
Weighted average shares for basic net income per share | 26,628 | 25,830 | 25,849 | ||||||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||||
Stock options and restricted stock units | 492 | 796 | 277 | ||||||||||||||||||||||
Weighted average shares for diluted net income per share | 27,120 | 26,626 | 26,126 | ||||||||||||||||||||||
Diluted net income per share | $ | 0.71 | $ | 0.85 | $ | 0.49 | |||||||||||||||||||
Options to purchase 333,993, 88,022 and 1,855,167 shares of Common Stock at a weighted average exercise price of $14.15, $12.80 and $6.72 per share were outstanding during fiscal years ended May 25, 2014, May 26, 2013 and May 27, 2012, respectively, but were not included in the computation of diluted net income per share because the options’ exercise price were greater than the average market price of the Common Stock and, therefore, their inclusion would be antidilutive. | |||||||||||||||||||||||||
Cost of Sales | |||||||||||||||||||||||||
The Company includes in cost of sales all the costs related to the sale of products. These costs include the following: raw materials (including produce, seeds, packaging, syringes and fermentation and purification supplies), direct labor, overhead (including indirect labor, depreciation, and facility related costs) and shipping and shipping related costs. | |||||||||||||||||||||||||
Research and Development Expenses | |||||||||||||||||||||||||
Costs related to both research and development contracts and Company-funded research is included in research and development expenses. Research and development costs are primarily comprised of salaries and related benefits, supplies, travel expenses, consulting expenses and corporate allocations. | |||||||||||||||||||||||||
Accounting for Stock-Based Compensation | |||||||||||||||||||||||||
The Company 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). For nonstatutory options, the cash flows resulting from the tax benefit due to tax deductions in excess of the compensation expense recognized for those options (excess tax benefit) are classified as financing activities within the statement of cash flows. The Company’s stock-based awards include stock option grants and restricted stock unit awards (“RSUs”). | |||||||||||||||||||||||||
The following table summarizes the stock-based compensation for options and RSUs (in thousands): | |||||||||||||||||||||||||
Fiscal Year | Fiscal Year | Fiscal Year | |||||||||||||||||||||||
Ended | Ended | Ended | |||||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||||||||||||||
Options | $ | 558 | $ | 788 | $ | 1,046 | |||||||||||||||||||
RSUs | 798 | 907 | 826 | ||||||||||||||||||||||
Total stock-based compensation expense | $ | 1,356 | $ | 1,695 | $ | 1,872 | |||||||||||||||||||
The following table summarizes the stock-based compensation by income statement line item (in thousands): | |||||||||||||||||||||||||
Fiscal Year | Fiscal Year | Fiscal Year | |||||||||||||||||||||||
Ended | Ended | Ended | |||||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||||||||||||||
Research and development | $ | 39 | $ | 718 | $ | 530 | |||||||||||||||||||
Sales, general and administrative | 1,317 | 977 | 1,342 | ||||||||||||||||||||||
Total stock-based compensation expense | $ | 1,356 | $ | 1,695 | $ | 1,872 | |||||||||||||||||||
The estimated fair value for stock options, which determines the Company’s calculation of compensation expense, is based on the Black-Scholes option pricing model. 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. In addition, the Company uses historical data to estimate pre-vesting forfeitures and records stock-based compensation expense only for those awards that are expected to vest and revises those estimates in subsequent periods if the actual forfeitures differ from the prior estimates. | |||||||||||||||||||||||||
The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility and expected life of option awards, which have a significant impact on the fair value estimates. As of May 25, 2014, May 26, 2013 and May 27, 2012, the fair value of stock option grants was estimated using the following weighted average assumptions: | |||||||||||||||||||||||||
Fiscal Year Ended | Fiscal Year Ended | Fiscal Year Ended | |||||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||||||||||||||
Expected life (in years) | 3.5 | 3.76 | 3.76 | ||||||||||||||||||||||
Risk-free interest rate | 0.71% | 0.48% | 0.59% | ||||||||||||||||||||||
Volatility | 0.41 | 0.53 | 0.53 | ||||||||||||||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||||||||||||||
The weighted average estimated fair value of Landec employee stock options granted at grant date market prices during the fiscal years ended May 25, 2014, May 26, 2013 and May 27, 2012 was $4.41, $3.57 and $2.65 per share, respectively. No stock options were granted above or below grant date market prices during the fiscal years ended May 25, 2014, May 26, 2013 and May 27, 2012. | |||||||||||||||||||||||||
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 (see Note 4). The Company has not elected the fair value option for any of its other eligible financial assets or liabilities. | |||||||||||||||||||||||||
The accounting guidance established a three-tier hierarchy for fair value measurements, which prioritizes the | |||||||||||||||||||||||||
inputs used in measuring fair value as follows: | |||||||||||||||||||||||||
Level 1 – observable inputs such as quoted prices for identical instruments in active markets. | |||||||||||||||||||||||||
Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data. | |||||||||||||||||||||||||
Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions. | |||||||||||||||||||||||||
As of May 25, 2014, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis, including cash equivalents, marketable securities, interest rate swap and its minority interest investment in Windset. | |||||||||||||||||||||||||
The fair value of the Company’s marketable securities is determined based on observable inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, the Company has categorized its marketable securities as a Level 1 measurement. | |||||||||||||||||||||||||
The fair value of the Company’s interest rate swap is determined based on model inputs that can be observed in a liquid market, including yield curves, and is categorized as a Level 2 measurement. | |||||||||||||||||||||||||
The Company has elected the fair value option of accounting for its investment in Windset. The calculation of fair value utilizes significant unobservable inputs in the discounted cash flow models, including projected cash flows, growth rates and discount rates. As a result, the Company’s investment in Windset is considered to be a Level 3 measurement investment. The change in the fair market value of the Company’s investment in Windset for the fiscal years ended May 25, 2014 and May 26, 2013 was due to the Company’s 20.1% minority interest in the change in the fair market value of Windset during those periods. In determining the fair value of the investment in Windset, the Company utilizes the following significant unobservable inputs in the discounted cash flow models: | |||||||||||||||||||||||||
At May 25, 2014 | At May 26, 2013 | ||||||||||||||||||||||||
Annual consolidated revenue growth rates | 4 | % | 3% to 9 | % | |||||||||||||||||||||
Annual consolidated expense growth rates | 4 | % | 3% to 8 | % | |||||||||||||||||||||
Consolidated income tax rates | 15 | % | 15 | % | |||||||||||||||||||||
Consolidated discount rates | 16% to 22 | % | 18% to 28 | % | |||||||||||||||||||||
The revenue growth, expense growth and income tax rate assumptions, consider the Company's best estimate of the trends in those items over the discount period. The discount rate assumption takes into account the risk-free rate of return, the market equity risk premium and the company’s specific risk premium and then applies an additional discount for lack of liquidity of the underlying securities. The discounted cash flow valuation model used by the Company has the following sensitivity to changes in inputs and assumptions (in thousands): | |||||||||||||||||||||||||
Impact on value of Windset investment as of May 25, 2014 | |||||||||||||||||||||||||
10% increase in revenue growth rates | $ | 3,200 | |||||||||||||||||||||||
10% increase in expense growth rates | $ | (2,300 | ) | ||||||||||||||||||||||
10% increase in income tax rates | — | ||||||||||||||||||||||||
10% increase in discount rates | $ | (1,500 | ) | ||||||||||||||||||||||
Imprecision in estimating unobservable market inputs can affect the amount of gain or loss recorded for a particular position. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. | |||||||||||||||||||||||||
The following table summarizes the fair value of the Company’s assets and liabilities that are measured at fair value on a recurring basis, as of May 25, 2014 and May 26, 2013 (in thousands): | |||||||||||||||||||||||||
Fair Value at May 25, 2014 | Fair Value at May 26, 2013 | ||||||||||||||||||||||||
Assets: | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Marketable securities | $ | - | $ | - | $ | - | $ | 1,545 | $ | - | $ | - | |||||||||||||
Investment in private company | - | - | 39,600 | - | - | 29,600 | |||||||||||||||||||
Total | $ | - | $ | - | $ | 39,600 | $ | 1,545 | $ | - | $ | 29,600 | |||||||||||||
Liabilities: | |||||||||||||||||||||||||
Interest rate swap | - | 44 | - | - | 163 | - | |||||||||||||||||||
Total | $ | - | $ | 44 | $ | - | $ | - | $ | 163 | $ | - | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||
In May 2014, the FASB issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The standard requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also includes a cohesive set of disclosure requirements intended to provide users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a company’s contracts with customers. ASU 2014-09 will be effective beginning the first quarter of the Company's fiscal year 2018 and early application is not permitted. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. Management is currently evaluating the effect ASU 2014-09 will have on the Company's Consolidated Financial Statements and disclosures. | |||||||||||||||||||||||||
Unrecognized Tax Benefits | |||||||||||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, related to the presentation of unrecognized tax benefits. The update requires presentation of an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward in the statement of financial position. The guidance does not apply to the extent that a net operating loss carryforward or tax credit carryforward at the reporting date is not available under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position. The guidance is effective for fiscal years (and interim periods within those years) beginning after December 15, 2013, with early adoption permitted. The Company early adopted this standard in the first fiscal quarter of fiscal year 2014 and such adoption did not have a significant impact on the Company's Consolidated Financial Statements or disclosures. |
Note_2_Acquisitions
Note 2 - Acquisitions | 12 Months Ended |
25-May-14 | |
Business Combinations [Abstract] | ' |
Business Combination Disclosure [Text Block] | ' |
2. Acquisitions | |
GreenLine Holding Company | |
On April 23, 2012 (the “GreenLine Acquisition Date”), Apio acquired all of the outstanding equity of GreenLine under a Stock Purchase Agreement (the “GreenLine Purchase Agreement”) in order to expand its product offerings and enter into new markets such as foodservice. GreenLine, headquartered in Bowling Green, Ohio, was a privately-held company and is the leading processor and marketer of value-added, fresh-cut green beans in North America. GreenLine has four processing and distribution plants one each in Ohio, Pennsylvania, Florida and California and distribution centers in New York and South Carolina. | |
Under the GreenLine Purchase Agreement, the aggregate consideration paid at closing consisted of $62.9 million in cash. In addition, the GreenLine Purchase Agreement included a potential earn out payment up to $7.0 million in the event that GreenLine achieved certain revenue targets during calendar year 2012. The earn out was comprised of $4.0 million for achieving a certain revenue target during calendar year 2012, and up to an additional $3.0 million for exceeding the revenue target by $3.0 million or more. In April 2012, the Company performed an analysis of projected revenues for GreenLine and concluded at that time that it was probable that GreenLine would meet, but not exceed, the initial revenue target and therefore, the Company recorded a $3.9 million liability as of May 27, 2012, representing the present value of the expected earn out payment. As a result of the severe drought in the Midwest during 2012, lower than expected results from new product launches and new planned business not being realized, during the second quarter of fiscal year 2013, the Company determined that GreenLine did not achieve the earn out revenue target. As a result, the Company reversed the $3.9 million liability recorded for the earn out and recorded a corresponding credit to other operating expenses in its Consolidated Statements of Comprehensive Income for fiscal year 2013. | |
The operating results of GreenLine are included in the Company’s financial statements beginning April 23, 2012, in the Food Products Technology operating segment. Included in the Company’s results for the fiscal year 2012 was $9.1 million of GreenLine’s net sales. | |
Intangible Assets | |
The Company identified two intangible assets in connection with the GreenLine acquisition: trade names and trademarks valued at $36.0 million, which are considered to be indefinite life assets and therefore, will not be amortized; and customer base valued at $7.5 million with a thirteen year useful life. The trade name/trademark intangible asset was valued using the relief from royalty valuation method and the customer relationship intangible asset was valued using the distributor method. | |
Goodwill | |
The excess of the consideration transferred over the fair values assigned to the assets acquired and liabilities assumed was $13.2 million on the closing date, which represents the goodwill amount resulting from the acquisition which can be attributable to GreenLine’s long history, future prospects and the expected operating synergies from combining GreenLine with Apio’s fresh-cut, value-added vegetable business. None of the goodwill is expected to be deductible for income tax purposes. The Company will test goodwill for impairment on an annual basis or sooner, if indicators of impairment are present. | |
‘Acquisition-Related Transaction Costs | |
The Company recognized $1.4 million of acquisition-related expenses that were expensed in the year ended May 27, 2012 and are included in other operating expenses in the Consolidated Statements of Comprehensive Income for the year ended May 27, 2012. These expenses included investment banker fees, legal, accounting and tax service fees and appraisals fees. |
Note_3_Sale_of_Landec_Ag
Note 3 - Sale of Landec Ag | 12 Months Ended |
25-May-14 | |
Disclosure Text Block Supplement [Abstract] | ' |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | ' |
3. Sale of Landec Ag | |
On June 24, 2012, Landec entered into a stock purchase agreement and two licensing agreements (see Note 5) with INCOTEC® Coating and Seed Technology Companies (“INCOTEC”), a leading provider of seed and coating technology products and services to the seed industry. | |
In the stock purchase agreement, Landec sold its equity interest in its seed subsidiary, Landec Ag LLC, to INCOTEC for $600,000, which resulted in a gain of $400,000. Under accounting guidance, because the stock purchase agreement was entered into at the same time the license agreements were consummated (a multiple element agreement), a portion of the gain, or $300,000, has been deferred and will be recognized as revenue monthly from the sale date over the seven year life of the Pollinator Plus® license agreement (see Note 5). The remaining $100,000 of the gain was recognized during the first quarter of fiscal year 2013. |
Note_4_Investments_in_Nonpubli
Note 4 - Investments in Non-public Companies | 12 Months Ended |
25-May-14 | |
Investment Holdings [Abstract] | ' |
Investment Holdings [Text Block] | ' |
4. Investments in non-public companies | |
In December 2005, Landec entered into a licensing agreement with Aesthetic Sciences for the exclusive rights to use Landec's Intelimer materials technology for the development of dermal fillers worldwide under the agreement. The Company received shares of preferred stock in exchange for the license with a valuation of $1.8 million. Aesthetic Sciences sold the rights to its Smartfil Injector System on July 16, 2010. Landec has evaluated its investment in Aesthetic Sciences for impairment, utilizing a discounted cash flow analysis under the terms of the purchase agreement. Based on the terms of the sale, the Company determined that its investment was other than temporarily impaired and therefore, recorded an impairment charge of $1.0 million in fiscal year 2010. The Company’s carrying value of its investment in Aesthetic Sciences is $793,000 as of May 25, 2014 and May 26, 2013. No additional impairment has been determined for the Company’s investment in Aesthetic Sciences. | |
On February 15, 2011, Apio entered into a share purchase agreement (the “Windset Purchase Agreement”) with Windset. Pursuant to the Windset Purchase Agreement, Apio purchased 150,000 senior preferred shares for $15 million and 201 common shares for $201 that were issued by Windset (the “Purchased Shares”). The Company’s common shares represent a 20.1% interest in Windset. The non-voting senior preferred shares yield a cash dividend of 7.5% annually. The dividend is payable within 90 days of each anniversary of the execution of the Windset Purchase Agreement, the first three dividend payments of $1.1 million were made in May of 2014, 2013 and 2012. The Windset Purchase Agreement includes a put and call option, which can be exercised on the sixth anniversary of the Windset Purchase Agreement whereby Apio can exercise the put to sell its Purchased Shares to Windset, or Windset can exercise the call to purchase the Purchased Shares from Apio, in either case, at a price equal to 20.1% of the appreciation in the fair market value of Windset from the date of the Company’s investment through the put and call date, plus the purchase price of the Purchased Shares. Under the terms of the arrangement with Windset, the Company is entitled to designate one of five members on the Board of Directors of Windset. | |
In accordance with accounting guidance, the investment in Windset does not qualify for equity method accounting as the investment does not meet the criteria of in-substance common stock due to returns through the annual dividend on the non-voting senior preferred shares that are not available to the common stock holders. As the put and call options require the Purchased Shares to be put or called in equal proportions, the Company has deemed that the investment, in substance, should be treated as a single security for purposes of accounting. The Company has adopted fair value option in the accounting for its investment in Windset effective on the acquisition date. The fair value of the Company’s investment in Windset utilizes significant unobservable inputs in the discounted cash flow models, including projected cash flows, growth rates and the discount rate, and is therefore considered a Level 3 for fair value measurement purposes (see Note 1). The Company believes that reporting its investment at fair value provides its investors with useful information on the performance of the Company’s investment and the anticipated appreciation in value as Windset expands its business. | |
The 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, 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, which generally approximate a similar result, is then weighted. Assumptions included in these discounted cash flow models will be evaluated quarterly based on Windset’s actual and projected operating results to determine the change in fair value. | |
During fiscal years 2014, 2013 and 2012, the Company recorded $1.1 million in dividend income and the Company recorded $10.0 million, $8.1 million and $5.8 million of income, respectively, which is included in other income in the Consolidated Statements of Comprehensive Income, from the increase in the fair market value of the Company’s investment in Windset. | |
The Company also entered into an exclusive license agreement with Windset, which was executed in June 2010, prior to contemplation of Apio’s investment in Windset (see Note 5). |
Note_5_License_Agreements
Note 5 - License Agreements | 12 Months Ended |
25-May-14 | |
License Agreements [Abstract] | ' |
License Agreements [Text Block] | ' |
5. License Agreements | |
Monsanto | |
On December 1, 2006, Landec entered into a five-year co-exclusive technology license and polymer supply agreement (“the Monsanto Agreement”) with Monsanto Company (“Monsanto”) for the use of Landec’s Intellicoat polymer seed coating technology. On December 1, 2011, Monsanto terminated the Monsanto Agreement and paid the Company a $4 million termination fee and all rights to the Intellicoat seed coating technology reverted to Landec. For fiscal year 2012, Landec recognized license revenues from the Monsanto Agreement of $2.7 million. | |
INCOTEC | |
In connection with the sale of Landec Ag to INCOTEC on June 24, 2012 (see Note 3), Landec entered into a seven-year exclusive technology license and polymer supply agreement with INCOTEC for the use of Landec’s Intellicoat® polymer seed coating technology for male inbred corn which is sold under the Pollinator Plus label. This license does not include the use of Intellicoat for the controlled release of an active ingredient for agricultural applications which was retained by Landec. Landec will be the exclusive supplier of Pollinator Plus polymer to INCOTEC during the term of the license agreement and will receive a royalty equal to 20% of the revenues realized by INCOTEC from the sale of or sublicense of Pollinator Plus coatings during the first four years of the agreement and 10% for the last three years of the agreement. | |
On June 24, 2012, Landec also entered into a five-year exclusive technology license and polymer supply agreement with INCOTEC for the joint development of new polymer and unique coatings for use in seed treatment formulations. In this agreement, Landec will receive a value share which will be mutually agreed to by both parties prior to each application being developed. | |
Air Products | |
In March 2006, Landec entered into an exclusive license and research and development agreement with Air Products and Chemicals, Inc. (“Air Products”). In accordance with the agreement, Landec receives 40% of the direct profit generated from the sale of products by Air Products occurring after April 1, 2007, that incorporate Landec’s Intelimer materials. | |
Chiquita | |
The agreement with Chiquita has been renewed through December 2016 and requires Chiquita to pay annual gross profit minimums to Landec in order for Chiquita to maintain its exclusive license for bananas. Under the terms of the agreement, Chiquita must notify Landec before December 1st of each year whether it is going to maintain its exclusive license for the following calendar year and thus agree to pay the minimums for that year. Landec was notified in November 2012 of Chiquita’s desire to not maintain its exclusive license. As a result, the agreement has reverted to a non-exclusive agreement in which Chiquita will pay the Company for membranes purchased and the Company is now entitled to sell its BreatheWay packaging technology for bananas to others. | |
Windset | |
In June 2010, Apio entered into an exclusive license agreement with Windset to allow for the use of Landec’s proprietary breathable packaging to extend the shelf life of greenhouse grown cucumbers, peppers and tomatoes (“Exclusive Products”). In accordance with the agreement, Apio received and recorded a one-time upfront research and development fee of $100,000 and will receive license fees equal to 3% of net revenue of the Exclusive Products utilizing the proprietary breathable packaging technology, with or without the BreatheWay® trademark. The ongoing license fees are subject to annual minimums of $150,000 for each of the three types of exclusive product as each is added to the agreement. As of May 25, 2014, two products have been added to the agreement. | |
Nitta | |
In July 2012, the Company entered into an agreement with Nitta Corporation (“Nitta”), a Japanese company, to develop additional uses of the Company’s adhesive polymer technology for electronics. During fiscal year 2013, the Company recognized $688,000 in research and development revenues from this agreement. |
Note_6_Property_and_Equipment
Note 6 - Property and Equipment | 12 Months Ended | ||||||||||||
25-May-14 | |||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||||||
6. Property and Equipment | |||||||||||||
Property and equipment consists of the following (in thousands): | |||||||||||||
Years of | 25-May-14 | 26-May-13 | |||||||||||
Useful Life | |||||||||||||
Land and building | 15-40 | $ | 56,378 | $ | 52,527 | ||||||||
Leasehold improvements | 20-Mar | 1,079 | 1,029 | ||||||||||
Computer, capitalized software, machinery, equipment and auto | 20-Mar | 53,715 | 44,583 | ||||||||||
Furniture and fixtures | 7-Mar | 824 | 766 | ||||||||||
Construction in process | 6,975 | 5,838 | |||||||||||
Gross property and equipment | 118,971 | 104,743 | |||||||||||
Less accumulated depreciation and amortization | (44,831 | ) | (38,932 | ) | |||||||||
Net property and equipment | $ | 74,140 | $ | 65,811 | |||||||||
Depreciation and amortization expense for property and equipment for the fiscal years ended May 25, 2014, May 26, 2013 and May 27, 2012 was $6.2 million, $6.3 million and $5.3 million, respectively. There were no equipment under capital leases at May 25, 2014 or May 26, 2013. Amortization related to capitalized software was $189,000, $160,000 and $136,000 for fiscal years ended May 25, 2014, May 26, 2013 and May 27, 2012, respectively. The unamortized computer software costs at May 25, 2014 and May 26, 2013 were $1.1 million and $343,000, respectively. |
Note_7_Intangible_Assets
Note 7 - Intangible Assets | 12 Months Ended | ||||||||||||||||
25-May-14 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | ||||||||||||||||
7. Intangible Assets | |||||||||||||||||
Changes in the carrying amount of goodwill for the fiscal years ended May 25, 2014, May 26, 2013 and May 27, 2012 by reportable segment, are as follows (in thousands): | |||||||||||||||||
Food | Corporate | Hyaluronan- | Total | ||||||||||||||
Products | based | ||||||||||||||||
Technology | Biomaterials | ||||||||||||||||
Balance as of May 29, 2011 | 22,581 | — | 13,881 | 36,462 | |||||||||||||
Goodwill acquired during the period | 13,158 | — | — | 13,158 | |||||||||||||
Balance as of May 27, 2012 | 35,739 | — | 13,881 | 49,620 | |||||||||||||
Balance as of May 26, 2013 | $ | 35,739 | $ | — | $ | 13,881 | $ | 49,620 | |||||||||
Balance as of May 25, 2014 | $ | 35,739 | $ | — | $ | 13,881 | $ | 49,620 | |||||||||
Information regarding Landec’s other intangible assets is as follows (in thousands): | |||||||||||||||||
Trademarks & | Customer | Total | |||||||||||||||
Trade names | Relationships | ||||||||||||||||
Balance as of May 29, 2011 | 12,428 | 3,366 | 15,794 | ||||||||||||||
Acquired during the period | 36,000 | 7,500 | 43,500 | ||||||||||||||
Amortization expense | — | (309 | ) | (309 | ) | ||||||||||||
Balance as of May 27, 2012 | 48,428 | 10,557 | 58,985 | ||||||||||||||
Amortization expense | — | (951 | ) | (951 | ) | ||||||||||||
Balance as of May 26, 2013 | $ | 48,428 | $ | 9,606 | $ | 58,034 | |||||||||||
Amortization expense | — | (886 | ) | (886 | ) | ||||||||||||
Balance as of May 25, 2014 | $ | 48,428 | $ | 8,720 | $ | 57,148 | |||||||||||
Accumulated amortization of Trademark and Trade names as of May 25, 2014 and May 26, 2013 was $872,000. Accumulated amortization of Customer Relationships as of May 25, 2014 and May 26, 2013 was $2.5 million and $1.6 million, respectively. Accumulated impairment losses as of May 25, 2014 and May 26, 2013 were $4.8 million. Lifecore’s Customer Relationships amount of $3.7 million is being amortized over 12 years and Apio’s customer relationships amount of $7.5 million is being amortized over 13 years. The amortization expense for the next five fiscal years is estimated to be $885,000 per year. |
Note_8_Stockholders_Equity
Note 8 - Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||||||||||||||||
25-May-14 | |||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||||||||||||||||||||||||||||
8. Stockholders’ Equity | |||||||||||||||||||||||||||||||||||
Holders of Common Stock are entitled to one vote per share. | |||||||||||||||||||||||||||||||||||
Convertible Preferred Stock | |||||||||||||||||||||||||||||||||||
The Company has authorized two million shares of preferred stock, and as of May 25, 2014 has no outstanding preferred stock. | |||||||||||||||||||||||||||||||||||
Common Stock and Stock Option Plans | |||||||||||||||||||||||||||||||||||
At May 25, 2014, the Company had 2.0 million common shares reserved for future issuance under Landec equity incentive plans. | |||||||||||||||||||||||||||||||||||
On October 10, 2013, following stockholder approval at the Annual Meeting of Stockholders of the Company, the 2013 Stock Incentive Plan (the “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 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; (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 addition, awards to non-employee directors are discretionary. However, a non-employee director may not be granted awards in excess of 30,000 Shares in the aggregate 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. | |||||||||||||||||||||||||||||||||||
On October 15, 2009, following stockholder approval at the Annual Meeting of Stockholders of the Company, the 2009 Stock Incentive Plan (the “2009 Plan”) became effective and replaced the Company’s 2005 Stock Incentive Plan. Employees (including officers), consultants and directors of the Company and its subsidiaries and affiliates are eligible to participate in the 2009 Plan. The 2009 Plan provides for the grant of stock options (both nonstatutory and incentive stock options), stock grants, stock units and stock appreciation rights. Under the 2009 Plan, 1.9 million Shares were initially available for awards and as of May 25, 2014, 1.0 million options to purchase shares and restricted stock units (RSUs) were outstanding. | |||||||||||||||||||||||||||||||||||
On October 14, 2005, following stockholder approval at the Annual Meeting of Stockholders of the Company, the 2005 Stock Incentive Plan (“2005 Plan”) became effective. The 2005 Plan replaced the Company’s four then existing equity plans and no shares remain available for grant under those plans. Employees (including officers), consultants and directors of the Company and its subsidiaries and affiliates were eligible to participate in the 2005 Plan. The 2005 Plan provided for the grant of stock options (both nonstatutory and incentive stock options), stock grants, stock units and stock appreciation rights. Under the 2005 Plan, 861,038 Shares were initially available for awards, and as of May 25, 2014, 283,250 options to purchase shares were outstanding. The exercise price of the options was the fair market value of the Company’s Common Stock on the date the options were granted. | |||||||||||||||||||||||||||||||||||
The 1995 Directors’ Stock Option Plan (the “Directors’ Plan”) provided that each person who became a non- employee director of the Company, who had not received a previous grant, be granted a nonstatutory stock option to purchase 20,000 shares of Common Stock on the date on which the optionee first became a non-employee director of the Company. Thereafter, on the date of each annual meeting of the stockholders each non-employee director was granted an additional option to purchase 10,000 shares of Common Stock if, on such date, he or she had served on the Company’s Board of Directors for at least six months prior to the date of such annual meeting. The exercise price of the options was the fair market value of the Company’s Common Stock on the date the options were granted. Options granted under this plan were exercisable and vested upon grant. No shares remain available for grant under the Directors’ Plan. | |||||||||||||||||||||||||||||||||||
Activity under all Landec equity incentive plans is as follows: | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation Activity | |||||||||||||||||||||||||||||||||||
Restricted Stock Outstanding | Stock Options Outstanding | ||||||||||||||||||||||||||||||||||
RSUs and | Number | Weighted | Number of | Weighted | |||||||||||||||||||||||||||||||
Options | of | Average | Stock | Average | |||||||||||||||||||||||||||||||
Available | Restricted | Grant Date | Options | Exercise | |||||||||||||||||||||||||||||||
for Grant | Shares | Fair Value | Price | ||||||||||||||||||||||||||||||||
Balance at May 29, 2011 | 640,976 | 415,085 | $ | 5.96 | 2,318,753 | $ | 6.34 | ||||||||||||||||||||||||||||
Granted | (191,333 | ) | 47,833 | $ | 6.67 | 143,500 | $ | 6.67 | |||||||||||||||||||||||||||
Awarded/Exercised | — | (111,252 | ) | $ | 6.36 | (371,727 | ) | $ | 5.4 | ||||||||||||||||||||||||||
Forfeited | — | (3,500 | ) | $ | 5.84 | (5,657 | ) | $ | 5.76 | ||||||||||||||||||||||||||
Plan shares expired | — | — | — | (38,437 | ) | $ | 8.23 | ||||||||||||||||||||||||||||
Balance at May 27, 2012 | 449,643 | 348,166 | $ | 5.93 | 2,046,432 | $ | 6.5 | ||||||||||||||||||||||||||||
Granted | (26,666 | ) | 6,666 | $ | 9.01 | 20,000 | $ | 9.01 | |||||||||||||||||||||||||||
Awarded/Exercised | — | (231,086 | ) | $ | 5.74 | (671,563 | ) | $ | 6.3 | ||||||||||||||||||||||||||
Forfeited | — | (28,416 | ) | $ | 6.2 | (44,977 | ) | $ | 6.34 | ||||||||||||||||||||||||||
Plan shares expired | — | — | — | (10,000 | ) | $ | 13.32 | ||||||||||||||||||||||||||||
Balance at May 26, 2013 | 422,977 | 95,330 | $ | 6.52 | 1,339,892 | $ | 6.58 | ||||||||||||||||||||||||||||
Additional shares reserved | 2,000,000 | — | — | — | — | ||||||||||||||||||||||||||||||
Granted | (420,131 | ) | 128,631 | $ | 14.3 | 291,500 | $ | 14.3 | |||||||||||||||||||||||||||
Awarded/Exercised | — | (62,499 | ) | $ | 6.18 | (398,080 | ) | $ | 6.45 | ||||||||||||||||||||||||||
Forfeited | — | (12,162 | ) | $ | 8.86 | (12,452 | ) | $ | 6.66 | ||||||||||||||||||||||||||
Plan shares expired | (2,846 | ) | — | — | (5,000 | ) | $ | 13.32 | |||||||||||||||||||||||||||
Balance at May 25, 2014 | 2,000,000 | 149,300 | $ | 13.17 | 1,215,860 | $ | 8.45 | ||||||||||||||||||||||||||||
Upon vesting of certain RSUs and the exercise of certain options during fiscal years 2014, 2013 and 2012, certain RSUs and exercised options were net share-settled to cover the required exercise price and withholding tax and the remaining amounts were converted into an equivalent number of shares of Common Stock. The Company withheld shares with value equivalent to the exercise price for options and the employees' minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld for fiscal years 2014, 2013 and 2012 were 47,573, 145,159 and 326,954 RSUs and options, respectively, which was based on the value of the option and/or RSUs on their exercise or vesting date as determined by the Company's closing stock price. Total payments for the employees' tax obligations to the taxing authorities during fiscal years 2014 and 2013 were approximately $1.3 million and $49,000, respectively. These net-share settlements had the effect of share repurchases by the Company as they reduced and retired the number of shares that would have otherwise have been issued as a result of the vesting and did not represent an expense to the Company. | |||||||||||||||||||||||||||||||||||
The following table summarizes information concerning stock options outstanding and exercisable at May 25, 2014: | |||||||||||||||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||||||||||||||
Range of | Number of Shares | Weighted | Weighted | Aggregate | Number of | Weighted | Aggregate | ||||||||||||||||||||||||||||
Exercise | Outstanding | Average | Average | Intrinsic | Shares | Average | Intrinsic Value | ||||||||||||||||||||||||||||
Prices | Remaining | Exercise | Value | Exercisable | Exercise | ||||||||||||||||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||||||||||||||||
Life (in years) | |||||||||||||||||||||||||||||||||||
$ | 5.63 | - | $5.63 | 287,219 | 3.01 | $ | 5.63 | $ | 1,832,457 | 287,219 | $ | 5.63 | $ | 1,832,457 | |||||||||||||||||||||
$ | 5.65 | - | $6.22 | 321,085 | 2.63 | $ | 6.15 | $ | 1,881,142 | 321,085 | $ | 6.15 | $ | 1,881,142 | |||||||||||||||||||||
$ | 6.35 | - | $7.50 | 230,056 | 2.63 | $ | 6.76 | $ | 1,207,945 | 214,612 | $ | 6.77 | $ | 1,125,386 | |||||||||||||||||||||
$ | 8.19 | - | $14.30 | 377,500 | 5.03 | $ | 13.58 | $ | 136,400 | 161,694 | $ | 12.94 | $ | 106,400 | |||||||||||||||||||||
$ | 5.63 | - | $14.30 | 1,215,860 | 3.46 | $ | 8.45 | $ | 5,057,944 | 984,610 | $ | 7.25 | $ | 4,945,385 | |||||||||||||||||||||
At May 25, 2014 and May 26, 2013 options to purchase 984,610 and 1,262,934 shares of Landec’s Common Stock were vested, respectively and 231,250 and 76,958 were unvested, respectively. No options have been exercised prior to being vested. The aggregate intrinsic value in the table above represents the total pretax intrinsic value, based on the Company’s closing stock price of $12.01 on May 23, 2014, which would have been received by holders of stock options had all holders of stock options exercised their stock options that were in-the-money as of that date. The total number of in-the-money stock options exercisable as of May 25, 2014, was 852,916 shares. The aggregate intrinsic value of stock options exercised during the fiscal year 2014 was $2.3 million. | |||||||||||||||||||||||||||||||||||
Option Awards | |||||||||||||||||||||||||||||||||||
Outstanding Options | Weighted Average Exercise Price | Weighted | Aggregate | ||||||||||||||||||||||||||||||||
Average | Intrinsic Value | ||||||||||||||||||||||||||||||||||
Remaining | |||||||||||||||||||||||||||||||||||
Contract Term | |||||||||||||||||||||||||||||||||||
(in years) | |||||||||||||||||||||||||||||||||||
Vested | 984,610 | $ | 7.25 | 2.88 | $ | 4,945,385 | |||||||||||||||||||||||||||||
Expected to vest | 226,625 | $ | 13.56 | 5.93 | 110,308 | ||||||||||||||||||||||||||||||
Total | 1,211,235 | $ | 8.43 | 3.45 | $ | 5,055,693 | |||||||||||||||||||||||||||||
As of May 25, 2014, there was $2.0 million of total unrecognized compensation expense related to unvested equity compensation awards granted under the Company’s incentive stock plans. Total expense is expected to be recognized over the weighted-average period of 1.9 years for both stock options and restricted stock 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 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 2014 and 2013, the Company did not purchase any shares on the open market. During fiscal year 2012, the Company purchased on the open market 917,244 shares of its Common Stock for $5.0 million and retired those shares. |
Note_9_Debt
Note 9 - Debt | 12 Months Ended | ||||||||||||||||||||
25-May-14 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Debt Disclosure [Text Block] | ' | ||||||||||||||||||||
9. Debt | |||||||||||||||||||||
Long-term debt consists of the following (in thousands): | |||||||||||||||||||||
25-May-14 | 26-May-13 | ||||||||||||||||||||
Real estate loan agreement with General Electric Capital Corporation (“GE Capital”); due in monthly principal and interest payments of $133,060 through May 1, 2022 with interest based on a fixed rate of 4.02% per annum | $ | 16,137 | $ | 17,065 | |||||||||||||||||
Capital equipment loan with GE Capital; due in monthly principal and interest payments of $175,356 through May 1, 2019 with interest based on a fixed rate of 4.39% per annum | 9,430 | 11,080 | |||||||||||||||||||
Term note with BMO Harris; due in monthly payments of $250,000 through May 23, 2016 with interest payable monthly at LIBOR plus 2% per annum | 6,000 | 9,000 | |||||||||||||||||||
Industrial revenue bonds (“IRBs”) issued by Lifecore; due in annual payments through 2020 with interest at a variable rate set weekly by the bond remarketing agent (0.28% and 0.38% at May 25, 2014 and May 26, 2013, respectively) | 2,805 | 3,160 | |||||||||||||||||||
Total | 34,372 | 40,305 | |||||||||||||||||||
Less current portion | (6,055 | ) | (5,933 | ) | |||||||||||||||||
Long-term portion | $ | 28,317 | $ | 34,372 | |||||||||||||||||
The future minimum principal payments of the Company’s debt for each year presented are as follows (in thousands): | |||||||||||||||||||||
GE RE Loan | GE Equipment | BMO Harris | IRB | Total | |||||||||||||||||
FY 2015 | 965 | 1,725 | 3,000 | 365 | 6,055 | ||||||||||||||||
FY 2016 | 1,005 | 1,801 | 3,000 | 375 | 6,181 | ||||||||||||||||
FY 2017 | 1,046 | 1,882 | — | 390 | 3,318 | ||||||||||||||||
FY 2018 | 1,089 | 1,967 | — | 400 | 3,456 | ||||||||||||||||
FY 2019 | 1,134 | 2,055 | — | 410 | 3,599 | ||||||||||||||||
Thereafter | 10,898 | — | — | 865 | 11,763 | ||||||||||||||||
Total | $ | 16,137 | $ | 9,430 | $ | 6,000 | $ | 2,805 | $ | 34,372 | |||||||||||
In addition to entering into the GE Capital real estate and equipment loans mentioned above, on April 23, 2012 in connection with the acquisition of GreenLine, Apio also entered into a five-year, $25.0 million asset-based working capital revolving line of credit with GE Capital, with an interest rate of LIBOR plus 2%, with availability based on the combination of the eligible accounts receivable and eligible inventory (availability was $19.8 million at May 25, 2014). Apio’s revolving line of credit has an unused fee of 0.375% per annum. At May 25, 2014 and May 26, 2013, Apio had zero and $4.0 million, respectively, outstanding under its revolving line of credit. | |||||||||||||||||||||
The GE real estate, equipment and line of credit agreements (collectively the “GE Debt Agreements”) are secured by liens on all of the property of Apio and its subsidiaries. The GE Debt Agreements contain customary events of default under which obligations could be accelerated or increased. The GE Capital real estate and equipment loans are guaranteed by Landec, and Landec has pledged its equity interest in Apio as collateral under the line of credit agreement. The GE Debt Agreements contain customary covenants, such as limitations on the ability to (1) incur indebtedness or grant liens or negative pledges on Apio’s assets; (2) make loans or other investments; (3) pay dividends, sell stock or repurchase stock or other securities; (4) sell assets; (5) engage in mergers; (6) enter into sale and leaseback transactions; and (7) make changes in Apio’s corporate structure. In addition, Apio must maintain a minimum fixed charge coverage ratio of 1.10 to 1.0 if the availability under its line of credit falls below $7.5 million. Apio was in compliance with all financial covenants as of May 25, 2014 and May 26, 2013. Unamortized loan origination fees for the GE Debt Agreements were $964,000 and $1.2 million at May 25, 2014 and May 26, 2013, respectively, and are included in other assets in the Consolidated Balance Sheets. | |||||||||||||||||||||
On May 23, 2012, Lifecore entered into two financing agreements with BMO Harris Bank N.A. and/or its affiliates (“BMO Harris”), collectively (the “Lifecore Loan Agreements”): | |||||||||||||||||||||
-1 | A Credit and Security Agreement (the “Credit Agreement”) which includes (a) a two-year, $10.0 million asset-based working capital revolving line of credit, with an interest rate of LIBOR plus 1.85%, with availability based on the combination of Lifecore’s eligible accounts receivable and inventory balances (availability was $7.9 million at May 25, 2014) and with no unused fee (as of May 25, 2014 and May 26, 2013, no amounts were outstanding under the line of credit) and (b) a $12.0 million term loan which matures in four years due in monthly payments of $250,000 with interest payable monthly based on a variable interest rate of LIBOR plus 2% (the “Term Loan”). | ||||||||||||||||||||
-2 | A Reimbursement Agreement pursuant to which BMO Harris caused its affiliate Bank of Montreal to issue an irrevocable letter of credit in the amount of $3.5 million (the “Letter of Credit”) which is securing the IRBs described above. | ||||||||||||||||||||
The obligations of Lifecore under the Lifecore Loan Agreements are secured by liens on all of the property of Lifecore. The Lifecore Loan Agreements contain customary covenants, such as limitations on the ability to (1) incur indebtedness or grant liens or negative pledges on Lifecore’s assets; (2) make loans or other investments; (3) pay dividends or repurchase stock or other securities; (4) sell assets; (5) engage in mergers; (6) enter into sale and leaseback transactions; (7) adopt certain benefit plans; and (8) make changes in Lifecore’s corporate structure. In addition, under the Credit Agreement, Lifecore must maintain (a) a minimum fixed charge coverage ratio of 1.10 to 1.0 and a minimum quick ratio of 1.25 to 1.00, both of which must be satisfied as of the end of each fiscal quarter commencing with the fiscal quarter ending August 26, 2012 and (b) a minimum tangible net worth of $29,000,000, measured as of May 28, 2013, and as of the end of each fiscal year thereafter. Lifecore was in compliance with all financial covenants as of May 25, 2014 and May 26, 2013. Unamortized loan origination fees for the Lifecore Loan Agreements were $98,000 and $149,000 at May 25, 2014 and May 26, 2013, respectively, and are included in other assets in the Consolidated Balance Sheets. | |||||||||||||||||||||
The market value of the Company’s debt approximates its recorded value as the interest rates on each debt instrument approximates current market rates. | |||||||||||||||||||||
The Term Loan was used to repay Lifecore’s former credit facility with Wells Fargo Bank, N.A. (“Wells Fargo”). The Letter of Credit (which replaces a letter of credit previously provided by Wells Fargo) provides liquidity and credit support for the IRBs. | |||||||||||||||||||||
On August 19, 2004, Lifecore issued variable rate industrial revenue bonds (“IRBs”). These IRBs were assumed by Landec in the acquisition of Lifecore (see Note 2). The IRBs are collateralized by a bank letter of credit which is secured by a first mortgage on the Company’s facility in Chaska, Minnesota. In addition, the Company pays an annual remarketing fee equal to 0.125% and an annual letter of credit fee of 0.75%. The maturities on the IRBs are held in a sinking fund account, recorded in Other Current Assets in the accompanying Consolidated Balance Sheets, and are paid out each year on September 1st. |
Note_10_Derivative_Financial_I
Note 10 - Derivative Financial Instruments | 12 Months Ended |
25-May-14 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' |
10. Derivative Financial Instruments | |
In May 2010, the Company entered into a five-year interest rate swap agreement under the credit agreement with Wells Fargo. The interest rate swap was designated as a cash flow hedge of future interest payments of LIBOR and had a notional amount of $20 million. As a result of the interest rate swap transaction, the Company fixed for a five-year period the interest rate at 4.24% subject to market based interest rate risk on $20 million of borrowings under the credit agreement with Wells Fargo. The Company’s obligations under the interest rate swap transaction as to the scheduled payments were guaranteed and secured on the same basis as its obligations under the credit agreement with Wells Fargo at the time the agreement was consummated. Upon entering into the new Term Loan with BMO Harris in May 2012, the Company used the proceeds from that loan to pay off the Wells Fargo credit facility. The swap with Wells Fargo was not terminated upon the extinguishment of the debt with Wells Fargo. As a result of extinguishing the debt with Wells Fargo as of May 23, 2012, the swap was no longer an effective hedge and therefore, the fair value of the swap at the time the debt was extinguished of $347,000 was reversed from other comprehensive income and recorded in other expense during fiscal year 2012. The fair value of the swap arrangement as of May 25, 2014 and May 26, 2013 was $44,000 and $163,000, respectively, and is included in other accrued liabilities in the accompanying Consolidated Balance Sheets. |
Note_11_Income_Taxes
Note 11 - Income Taxes | 12 Months Ended | ||||||||||||
25-May-14 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||||||
11. Income Taxes | |||||||||||||
The provision for income taxes consisted of the following (in thousands): | |||||||||||||
Current: | Year ended | Year ended | Year ended | ||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||
Federal | $ | 4,785 | $ | 2,808 | $ | 4,597 | |||||||
State | 157 | (18 | ) | (586 | ) | ||||||||
Foreign | 56 | 56 | 56 | ||||||||||
Total | 4,998 | 2,846 | 4,067 | ||||||||||
Deferred: | |||||||||||||
Federal | 5,059 | 6,218 | 2,641 | ||||||||||
State | 526 | 388 | 477 | ||||||||||
Total | 5,585 | 6,606 | 3,118 | ||||||||||
Income tax expense | $ | 10,583 | $ | 9,452 | $ | 7,185 | |||||||
The actual provision for income taxes differs from the statutory U.S. federal income tax rate as follows (in thousands): | |||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||
Provision at U.S. statutory rate (1) | $ | 10,405 | $ | 11,214 | $ | 6,958 | |||||||
State income taxes, net of federal benefit | 711 | 731 | 451 | ||||||||||
Change in valuation allowance | 99 | 370 | 1 | ||||||||||
Tax-exempt interest | — | — | (40 | ) | |||||||||
Tax credit carryforwards | (378 | ) | (801 | ) | (368 | ) | |||||||
Transaction costs | — | — | 322 | ||||||||||
Domestic manufacturing deduction | (406 | ) | (172 | ) | (208 | ) | |||||||
Change in value of contingent consideration | — | (1,450 | ) | — | |||||||||
Other | 152 | (440 | ) | 69 | |||||||||
Total | $ | 10,583 | $ | 9,452 | $ | 7,185 | |||||||
(1) Statutory rate was 35% for fiscal years 2014, 2013 and 2012. | |||||||||||||
The increase in income tax expense in fiscal year 2014 compared to fiscal year 2013 is primarily due to the benefit received in fiscal year 2013 related to the change in value of contingent consideration, the absence of which increased the effective tax tax rate from 30% in fiscal year 2013 to 36% in fiscal year 2014 partially offset by a 7% decrease in net income before taxes. The increase in the income tax expense in fiscal year 2013 compared to fiscal year 2012 is due to a 59% increase in net income before taxes partially offset by a decrease in the Company’s effective tax rate to 30% down from 36% in fiscal year 2012 related to a change in value of contingent consideration in fiscal year 2013 | |||||||||||||
The effective tax rates for fiscal year 2014 differ from the statutory federal income tax rate of 35 percent as a result of several factors, including state taxes, non-deductible stock-based compensation expense, disqualified dispositions of incentive stock options, domestic manufacturing deduction, the benefit of federal and state research and development credits, and the change in valuation allowance. The effective tax rates for fiscal year 2013 differ from the statutory federal income tax rate of 35 percent as a result of several factors, including state taxes, change in value of contingent consideration, non-deductible stock-based compensation expense, disqualified dispositions of incentive stock options, domestic manufacturing deduction, the benefit of federal and state research and development credits, and the change in valuation allowance. The effective tax rates for fiscal year 2012 differ from the statutory federal income tax rate of 35 percent as a result of several factors, including state taxes, non-deductible stock-based compensation expense, tax exempt interest, domestic manufacturing deduction and the benefit of federal and state research and development credits, and accounting for transaction costs associated with the GreenLine acquisition in fiscal year 2012. | |||||||||||||
Significant components of deferred tax assets and liabilities consisted of the following (in thousands): | |||||||||||||
25-May-14 | 26-May-13 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 3,630 | $ | 3,853 | |||||||||
Accruals and reserves | 1,746 | 1,388 | |||||||||||
Stock-based compensation | 723 | 621 | |||||||||||
Research and AMT credit carryforwards | 495 | 486 | |||||||||||
Other | 545 | 450 | |||||||||||
Gross deferred tax assets | 7,139 | 6,798 | |||||||||||
Valuation allowance | (881 | ) | (783 | ) | |||||||||
Net deferred tax assets | 6,258 | 6,015 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Basis difference in investment in non-public company | (9,270 | ) | (5,505 | ) | |||||||||
Depreciation and amortization | (5,705 | ) | (5,822 | ) | |||||||||
Goodwill and other indefinite life intangibles | (19,360 | ) | (17,160 | ) | |||||||||
Deferred tax liabilities | (34,335 | ) | (28,487 | ) | |||||||||
Net deferred tax liabilities | $ | (28,077 | ) | $ | (22,472 | ) | |||||||
As of May 25, 2014, the Company had federal, California, Indiana, and other state net operating loss carryforwards of approximately $8.3 million, $1.7 million, $6.7 million, and $14.7 million respectively. These losses expire in different periods through 2032, if not utilized. Such net operating losses consist of excess tax benefits from employee stock option exercises and have not been recorded in the Company’s deferred tax assets. The Company will record approximately $915,000 of the gross California net operating loss to additional paid in capital as and when such excess tax benefits are ultimately realized. 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. | |||||||||||||
The federal research and development credit has again expired and is currently unavailable for calendar 2014. As such, the Company is not benefiting any federal research credits for the last five months of the fiscal year ended May 25, 2014. | |||||||||||||
The Company has California research and development tax credits carryforwards of approximately $1.6 million. The research and development tax credit carryforwards have an unlimited carryforward period for California purposes. Certain tax credit carryovers are attributable to excess tax benefits from employee stock option exercises and have not been recorded in the Company’s deferred tax assets. The Company will record $1.1 million of the gross California research and development credit to additional paid in capital as and when such excess tax benefits are ultimately realized. | |||||||||||||
Valuation allowances are reviewed each period on a tax jurisdiction by jurisdiction basis to analyze whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets. Based on this analysis and considering all positive and negative evidence, the Company determined that a valuation allowance of $881,000 should be recorded as a result of uncertainty around the utilization of certain state net operating losses and a book impairment loss on the Company's investment in Aesthetic Sciences as it is more likely than not that a portion of the deferred tax asset will not be realized in the foreseeable future. The valuation allowance increased by $99,000 in fiscal year 2014 primarily due to uncertainty around the utilization of certain state net operating losses and credits. | |||||||||||||
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): | |||||||||||||
As of | |||||||||||||
26-May-13 | 27-May-12 | ||||||||||||
25-May-14 | |||||||||||||
Unrecognized tax benefits – beginning of the period | $ | 998 | $ | 766 | $ | 760 | |||||||
Gross increases – tax positions in prior period | 7 | 103 | 1 | ||||||||||
Gross decreases – tax positions in prior period | (48 | ) | — | (1 | ) | ||||||||
Gross increases – current-period tax positions | 78 | 129 | 246 | ||||||||||
Lapse of statute of limitations | — | — | (240 | ) | |||||||||
Unrecognized tax benefits – end of the period | $ | 1,035 | $ | 998 | $ | 766 | |||||||
As of May 25, 2014, the total amount of net unrecognized tax benefits was $1.0 million, of which, $817,000, if recognized, would affect the effective tax rate. As of May 26, 2013, the total amount of net unrecognized tax benefits was $1.0 million, of which, $807,000, 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 was not material as of May 25, 2014 and May 26, 2013. Additionally, the Company does not expect its unrecognized tax benefits to change materially within the next twelve months. | |||||||||||||
Due to tax attribute carryforwards, the Company is subject to examination for tax years 1997 forward for U.S. tax purposes. The Company is also subject to examination in various state jurisdictions for tax years 1998 forward, none of which were individually material. |
Note_12_Commitments_and_Contin
Note 12 - Commitments and Contingencies | 12 Months Ended | ||||
25-May-14 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
12. Commitments and Contingencies | |||||
Operating Leases | |||||
Landec leases facilities and equipment under operating lease agreements with various terms and conditions, which expire at various dates through fiscal year 2020. Certain of these leases have renewal options. | |||||
The approximate future minimum lease payments under these operating leases, excluding land leases, at May 25, 2014 are as follows (in thousands): | |||||
Amount | |||||
FY2015 | $ | 2,916 | |||
FY2016 | 2,720 | ||||
FY2017 | 2,225 | ||||
FY2018 | 1,375 | ||||
FY2019 | 929 | ||||
Thereafter | 873 | ||||
Total | $ | 11,038 | |||
Rent expense for operating leases, including month to month arrangements was $4.4 million, $4.8 million and $1.5 million for the fiscal years 2014, 2013 and 2012, respectively. | |||||
Capital Leases | |||||
There was no equipment under capital lease agreements at May 25, 2014. | |||||
Employment Agreements | |||||
Landec has entered into employment agreements with certain key employees. These agreements provide for these employees to receive incentive bonuses based on the financial performance of certain divisions in addition to their annual base salaries. The accrued incentive bonuses amounted to $656,000 at May 25, 2014 and $548,000 at May 26, 2013. | |||||
Purchase Commitments | |||||
At May 25, 2014, the Company was committed to purchase $5.0 million of produce during fiscal year 2015 in accordance with contractual terms at market rates. Payments of $7.1 million were made in fiscal year 2014 under these arrangements. | |||||
Loss Contingencies | |||||
As of May 25, 2014, the Company is not a party to any legal proceedings. |
Note_13_Employee_Savings_and_I
Note 13 - Employee Savings and Investment Plans | 12 Months Ended |
25-May-14 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Pension and Other Postretirement Benefits Disclosure [Text Block] | ' |
13. Employee Savings and Investment Plans | |
The Company sponsors a 401(k) plan which is available to substantially all of the Company’s employees. Landec’s Corporate Plan, which is available to all Landec employees (“Landec Plan”), allows participants to contribute from 1% to 50% of their salaries, up to the Internal Revenue Service (IRS) limitation into designated investment funds. The Company matches 67% on the first 6% contributed by an employee. Employee and Company contributions are fully vested at the time of the contributions. The Company retains the right, by action of the Board of Directors, to amend, modify, or terminate the plan. For fiscal years 2014, 2013 and 2012, the Company contributed $1.1 million, $939,000 and $789,000, respectively, to the Landec Plan. |
Note_14_Business_Segment_Repor
Note 14 - Business Segment Reporting | 12 Months Ended | ||||||||||||||||||||
25-May-14 | |||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||
Segment Reporting Disclosure [Text Block] | ' | ||||||||||||||||||||
14. Business Segment Reporting | |||||||||||||||||||||
The Company manages its business operations through three strategic business units. Based upon the information reported to the chief operating decision maker, who is the Chief Executive Officer, the Company has the following reportable segments: the Food Products Technology segment, the Food Export segment and the Hyaluronan-based Biomaterials segment. | |||||||||||||||||||||
The Food Products Technology segment markets and packs specialty packaged whole and fresh-cut fruit and vegetables, the majority of which incorporate the BreatheWay specialty packaging for the retail grocery, club store and food services industry. In addition, the Food Products Technology segment sells BreatheWay packaging to partners for non-vegetable products. The Food Export segment consists of revenues generated from the purchase and sale of primarily whole commodity fruit and vegetable products to Asia and domestically. The HA-based Biomaterials segment sells products utilizing hyaluronan, a naturally occurring polysaccharide that is widely distributed in the extracellular matrix of connective tissues in both animals and humans, for medical use primarily in the Ophthalmic, Orthopedic and Veterinary markets. Corporate licenses Landec’s patented Intellicoat seed coatings to the farming industry and licenses the Company’s Intelimer polymers for personal care products and other industrial products. The Corporate segment also includes general and administrative expenses, non-Food Products Technology and non HA-based Biomaterials interest income and income tax expenses. Beginning in fiscal year 2013, the Food Products Technology, the Food Export and the Hyaluronan-based Biomaterials segments include charges for corporate services and tax sharing allocated from the Corporate segment. All of the assets of the Company are located within the United States of America. | |||||||||||||||||||||
The Company’s international sales by geography are based on the billing address of the customer and were as follows (in millions): | |||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||||||||||
Canada | $ | 46.6 | $ | 27.8 | $ | 20.8 | |||||||||||||||
Taiwan | $ | 30.7 | $ | 31 | $ | 22.7 | |||||||||||||||
Belgium | $ | 13.1 | $ | 16.6 | $ | 15.6 | |||||||||||||||
Japan | $ | 9.9 | $ | 10.6 | $ | 11.1 | |||||||||||||||
Indonesia | $ | 9.6 | $ | 21 | $ | 23 | |||||||||||||||
China | $ | 8.2 | $ | 5 | $ | 4.3 | |||||||||||||||
All Other Countries | $ | 19.1 | $ | 20.8 | $ | 17 | |||||||||||||||
Operations by segment consisted of the following (in thousands): | |||||||||||||||||||||
Food Products | Hyaluronan- | ||||||||||||||||||||
based | |||||||||||||||||||||
Fiscal Year Ended May 25, 2014 | Technology | Food Export | Biomaterials | Corporate | TOTAL | ||||||||||||||||
Net sales | $ | 360,728 | $ | 69,827 | $ | 45,704 | $ | 554 | $ | 476,813 | |||||||||||
International sales | $ | 47,224 | $ | 69,710 | $ | 20,312 | $ | — | $ | 137,246 | |||||||||||
Gross profit | $ | 36,318 | $ | 5,340 | $ | 20,456 | $ | 450 | $ | 62,564 | |||||||||||
Net income (loss) | $ | 19,041 | $ | 1,973 | $ | 9,695 | $ | (11,564 | ) | $ | 19,145 | ||||||||||
Identifiable assets | $ | 196,257 | $ | 25,391 | $ | 85,858 | $ | 6,117 | $ | 313,623 | |||||||||||
Depreciation and amortization | $ | 4,751 | $ | 6 | $ | 2,221 | $ | 136 | $ | 7,114 | |||||||||||
Capital expenditures | $ | 10,950 | $ | — | $ | 3,877 | $ | 59 | $ | 14,886 | |||||||||||
Dividend income | $ | 1,125 | $ | — | $ | — | $ | — | $ | 1,125 | |||||||||||
Interest income | $ | 12 | $ | — | $ | 242 | $ | 6 | $ | 260 | |||||||||||
Interest expense | $ | 1,402 | $ | — | $ | 248 | $ | — | $ | 1,650 | |||||||||||
Income tax expense | $ | 33 | $ | 3 | $ | 17 | $ | 10,530 | $ | 10,583 | |||||||||||
Fiscal Year Ended May 26, 2013 | |||||||||||||||||||||
Net sales | $ | 320,447 | $ | 78,568 | $ | 41,281 | $ | 1,412 | $ | 441,708 | |||||||||||
International sales | $ | 27,532 | $ | 78,442 | $ | 26,792 | $ | — | $ | 132,766 | |||||||||||
Gross profit | $ | 37,077 | $ | 5,274 | $ | 19,102 | $ | 1,307 | $ | 62,760 | |||||||||||
Net income (loss) | $ | 20,526 | $ | 1,660 | $ | 6,835 | $ | (6,434 | ) | $ | 22,587 | ||||||||||
Identifiable assets | $ | 180,104 | $ | 21,737 | $ | 80,940 | $ | 8,161 | $ | 290,942 | |||||||||||
Depreciation and amortization | $ | 4,761 | $ | 4 | $ | 2,379 | $ | 151 | $ | 7,295 | |||||||||||
Capital expenditures | $ | 5,598 | $ | — | $ | 3,190 | $ | 89 | $ | 8,877 | |||||||||||
Dividend income | $ | 1,125 | $ | — | $ | — | $ | — | $ | 1,125 | |||||||||||
Interest income | $ | 42 | $ | — | $ | 137 | $ | — | $ | 179 | |||||||||||
Interest expense | $ | 1,707 | $ | — | $ | 301 | $ | — | $ | 2,008 | |||||||||||
Income tax expense | $ | 3,399 | $ | 339 | $ | 1,400 | $ | 4,314 | $ | 9,452 | |||||||||||
Fiscal Year Ended May 27, 2012 | |||||||||||||||||||||
Net sales | $ | 207,582 | $ | 71,485 | $ | 34,283 | $ | 4,202 | $ | 317,552 | |||||||||||
International sales | $ | 20,528 | $ | 71,054 | $ | 22,904 | $ | — | $ | 114,486 | |||||||||||
Gross profit | $ | 25,237 | $ | 4,900 | $ | 17,994 | $ | 4,007 | $ | 52,138 | |||||||||||
Net income (loss) | $ | 17,527 | $ | 2,269 | $ | 7,672 | $ | (14,772 | ) | $ | 12,696 | ||||||||||
Identifiable assets | $ | 169,541 | $ | 18,425 | $ | 81,927 | $ | 7,799 | $ | 277,692 | |||||||||||
Depreciation and amortization | $ | 3,191 | $ | 7 | $ | 2,242 | $ | 181 | $ | 5,621 | |||||||||||
Capital expenditures | $ | 2,498 | $ | — | $ | 2,798 | $ | 75 | $ | 5,371 | |||||||||||
Dividend income | $ | 1,125 | $ | — | $ | — | $ | — | $ | 1,125 | |||||||||||
Interest income | $ | 30 | $ | — | $ | 129 | $ | 21 | $ | 180 | |||||||||||
Interest expense | $ | 178 | $ | — | $ | 751 | $ | — | $ | 929 | |||||||||||
Income tax expense | $ | — | $ | — | $ | — | $ | 7,185 | $ | 7,185 | |||||||||||
Note_15_Quarterly_Consolidated
Note 15 - Quarterly Consolidated Financial Information (unaudited) | 12 Months Ended | ||||||||||||||||||||
25-May-14 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||
Quarterly Financial Information [Text Block] | ' | ||||||||||||||||||||
15. Quarterly Consolidated Financial Information (unaudited) | |||||||||||||||||||||
The following is a summary of the unaudited quarterly results of operations for fiscal years 2014, 2013 and 2012 (in thousands, except for per share amounts): | |||||||||||||||||||||
FY 2014 | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | FY 2014 | ||||||||||||||||
Revenues | $ | 109,479 | $ | 120,026 | $ | 126,379 | $ | 120,929 | $ | 476,813 | |||||||||||
Gross profit | $ | 12,532 | $ | 13,734 | $ | 20,155 | $ | 16,143 | $ | 62,564 | |||||||||||
Net income | $ | 4,752 | $ | 3,451 | $ | 6,400 | $ | 4,542 | $ | 19,145 | |||||||||||
Net income per basic share | $ | 0.18 | $ | 0.13 | $ | 0.24 | $ | 0.17 | $ | 0.72 | |||||||||||
Net income per diluted share | $ | 0.18 | $ | 0.13 | $ | 0.24 | $ | 0.17 | $ | 0.71 | |||||||||||
FY 2013 | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | FY 2013 | ||||||||||||||||
Revenues | $ | 102,074 | $ | 114,654 | $ | 117,867 | $ | 107,113 | $ | 441,708 | |||||||||||
Gross profit | $ | 13,763 | $ | 18,459 | $ | 17,508 | $ | 13,030 | $ | 62,760 | |||||||||||
Net income | $ | 4,366 | $ | 8,913 | $ | 4,789 | $ | 4,519 | $ | 22,587 | |||||||||||
Net income per basic share | $ | 0.17 | $ | 0.35 | $ | 0.19 | $ | 0.17 | $ | 0.87 | |||||||||||
Net income per diluted share | $ | 0.17 | $ | 0.34 | $ | 0.18 | $ | 0.17 | $ | 0.85 | |||||||||||
FY 2012 | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | FY 2012 | ||||||||||||||||
Revenues | $ | 73,301 | $ | 81,570 | $ | 80,064 | $ | 82,617 | $ | 317,552 | |||||||||||
Gross profit | $ | 11,250 | $ | 13,010 | $ | 13,172 | $ | 14,706 | $ | 52,138 | |||||||||||
Net income (loss) | $ | 1,812 | $ | 3,340 | $ | 4,765 | $ | 2,779 | $ | 12,696 | |||||||||||
Net income (loss) per basic share | $ | 0.07 | $ | 0.13 | $ | 0.19 | $ | 0.11 | $ | 0.49 | |||||||||||
Net income (loss) per diluted share | $ | 0.07 | $ | 0.13 | $ | 0.18 | $ | 0.11 | $ | 0.49 | |||||||||||
Note_16_Subsequent_Events
Note 16 - Subsequent Events | 12 Months Ended |
25-May-14 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
16. Subsequent Events | |
On July 15, 2014, Apio purchased from a shareholder of Windset an additional 68 shares of common stock and 15,857 shares of junior preferred stock of Windset for $11.0 million. After the purchase, Apio’s common stock ownership represents a 26.9% interest in Windset. The non-voting junior preferred stock does not yield a dividend unless declared by the Board of Directors of Windset. The newly purchased shares of common stock will be included in the put/call arrangement with Windset and will be adjusted to fair value on a quarterly basis along with the previously purchased common stock. | |
On July 17, 2014, Apio entered into the amendment with GE Capital, which amends the Credit Agreement dated April 23, 2012 among the parties. Under the amendment, the parties have agreed to increase the current revolving line of credit from $25 million to $40 million, reduce the interest rate from LIBOR plus 2.0% to LIBOR plus 1.75%, extend the term to July 17, 2019 and make certain other changes. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | ||||||||||||||||||||||||
25-May-14 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Consolidation, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Basis of Consolidation | |||||||||||||||||||||||||
The consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles and include the accounts of Landec Corporation and its subsidiaries, Apio and Lifecore. All material inter-company transactions and balances have been eliminated. | |||||||||||||||||||||||||
Arrangements that are not controlled through voting or similar rights are reviewed under the guidance for variable interest entities (“VIEs”). A company is required to consolidate the assets, liabilities and operations of a VIE if it is determined to be the primary beneficiary of the VIE. | |||||||||||||||||||||||||
An entity is a VIE and subject to consolidation, if by design: a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders or b) as a group the holders of the equity investment at risk lack any one of the following three characteristics: (i) the power, through voting rights or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity. The Company reviewed the consolidation guidance and concluded that the partnership interest and equity investment in non-public companies by the Company are not VIEs. | |||||||||||||||||||||||||
Reclassification, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Reclassifications | |||||||||||||||||||||||||
Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. | |||||||||||||||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates that require management’s most significant and subjective judgments include revenue recognition; sales returns and allowances; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived assets; the valuation of intangible assets and inventory; the valuation of investments; and the valuation and recognition of stock-based compensation. | |||||||||||||||||||||||||
These estimates involve the consideration of complex factors and require management to make judgments. The analysis of historical and future trends can require extended periods of time to resolve and are subject to change from period to period. The actual results may differ from management’s estimates. | |||||||||||||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Concentrations of Risk | |||||||||||||||||||||||||
Cash and cash equivalents, marketable securities, trade accounts receivable, grower advances and notes receivable are financial instruments that potentially subject the Company to concentrations of credit risk. Our Company policy limits, among other things, the amount of credit exposure to any one issuer and to any one type of investment, other than securities issued or guaranteed by the U.S. government. The Company routinely assesses the financial strength of customers and growers and, as a consequence, believes that trade receivables, grower advances and notes receivable credit risk exposure is limited. Credit losses for bad debt are provided for in the consolidated financial statements through a charge to operations. A valuation allowance is provided for known and anticipated credit losses. The recorded amounts for these financial instruments approximate their fair value. | |||||||||||||||||||||||||
Several of the raw materials we use to manufacture our products are currently purchased from a single source, including some monomers used to synthesize Intelimer polymers, substrate materials for our breathable membrane products and raw materials for our HA products. | |||||||||||||||||||||||||
The operations of Windset, in which the Company holds a 20.1% minority investment, are predominantly located in British Columbia and Santa Maria, California. Routinely, the Company evaluates the financial strength and ability for Windset to continue as a going concern. | |||||||||||||||||||||||||
During the fiscal year ended May 25, 2014, sales to the Company’s top five customers accounted for approximately 42% of total revenue with the top two customers from the Food Products Technology segment, Costco Wholesale Corporation and Wal-mart, Inc. accounting for approximately 21% and 11%, respectively, of total revenues. In addition, approximately 29% of the Company’s total revenues were derived from product sales to international customers, none of which individually accounted for more than 5% of total revenues. As of May 25, 2014, the top two customers, Costco Wholesale Corporation and Wal-mart, Inc. represented approximately 16% and 12%, respectively, of total accounts receivable. | |||||||||||||||||||||||||
During the fiscal year ended May 26, 2013, sales to the Company’s top five customers accounted for approximately 40% of total revenue with the top two customers, Costco Wholesale Corporation and Wal-mart, Inc. from the Food Products Technology segment, accounting for approximately 16% and 13%, respectively, of total revenues. In addition, approximately 30% of the Company’s total revenues were derived from product sales to international customers, none of which individually accounted for more than 5% of total revenues. As of May 26, 2013, the top two customers, Costco Wholesale Corporation and Wal-mart, Inc. both represented approximately 15% of total accounts receivable. | |||||||||||||||||||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
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. | |||||||||||||||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Financial Instruments | |||||||||||||||||||||||||
The Company’s financial instruments are primarily composed of marketable securities, commercial-term trade payables, grower advances, notes receivable and debt 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. Fair values for long-term financial instruments not readily marketable are estimated based upon discounted future cash flows at prevailing market interest rates. Based on these assumptions, management believes the fair market values of the Company’s financial instruments are not significantly different from their recorded amounts as of May 25, 2014 and May 26, 2013. | |||||||||||||||||||||||||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Accounts Receivable and Sales Returns and Allowance for Doubtful Accounts | |||||||||||||||||||||||||
The Company carries its accounts receivable at their face amounts less an allowance for estimated sales returns and doubtful accounts. Sales return allowances are estimated based on historical sales return amounts. Further, on a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts and estimated losses resulting from the inability of its customers to make required payments. The allowance for doubtful accounts is determined based on review of the overall condition of accounts receivable balances and review of significant past due accounts. The allowance for doubtful accounts is based on specific identification of past due amounts and for accounts over 90-days past due. The changes in the Company’s allowance for sales returns and doubtful accounts are summarized in the following table (in thousands). | |||||||||||||||||||||||||
Balance at | Additions from | Write offs, net of | Balance at end of | ||||||||||||||||||||||
beginning of | acquisitions and | recoveries | period | ||||||||||||||||||||||
period | adjustments | ||||||||||||||||||||||||
charged to revenue | |||||||||||||||||||||||||
and expenses | |||||||||||||||||||||||||
Year ended May 27, 2012 | $ | 342 | $ | 248 | $ | -78 | $ | 512 | |||||||||||||||||
Year ended May 26, 2013 | $ | 512 | $ | 109 | $ | -38 | $ | 583 | |||||||||||||||||
Year ended May 25, 2014 | $ | 583 | $ | 143 | $ | -210 | $ | 516 | |||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||
Revenue from product sales is recognized when there is persuasive evidence that an arrangement exists, title has transferred, the price is fixed and determinable, and collectability is reasonably assured. Allowances are established for estimated uncollectible amounts, product returns, and discounts based on specific identification and historical losses. | |||||||||||||||||||||||||
Apio’s Food Products Technology revenues generally consist of revenues generated from the sale of specialty packaged fresh-cut and whole value-added processed vegetable products that are generally washed and packaged in our proprietary packaging and sold under Apio’s Eat Smart and GreenLine brands and various private labels. Revenue is generally recognized upon shipment of these products to customers. The Company takes title to all produce it trades and/or packages, and therefore, records revenues and cost of sales at gross amounts in the Consolidated Statements of Comprehensive Income | |||||||||||||||||||||||||
In addition, Food Products Technology value-added revenues include the revenues generated from Apio Cooling, LP, a vegetable cooling operation in which Apio is the general partner with a 60% ownership position and from the sale of BreatheWay packaging to license partners. Revenue is recognized on the vegetable cooling operations as cooling and storage services are provided to our customers. Sales of BreatheWay packaging are recognized when shipped to our customers. | |||||||||||||||||||||||||
Apio’s Food Export revenues consist of revenues generated from the purchase and sale of primarily whole commodity fruit and vegetable products to Asia by Cal-Ex. As most Cal-Ex customers are in countries outside of the U.S., title transfers and revenue is generally recognized upon arrival of the shipment in the foreign port. Apio records revenue equal to the sale price to third parties because it takes title to the product while in transit. | |||||||||||||||||||||||||
Our HA-based Biomaterials business principally generates revenue through the sale of products containing HA. Lifecore primarily sells products to customers in three medical areas: (1) Ophthalmic, which represented approximately 60% of Lifecore’s revenues in fiscal year 2014, (2) Orthopedic, which represented approximately 20% of Lifecore’s revenues in fiscal year 2014 and (3) Veterinary/Other. The vast majority of revenues from our HA-based Biomaterials business are recognized upon shipment. | |||||||||||||||||||||||||
A small amount of revenues from our HA-based Biomaterials business is related to contract research and development (R&D) services and multi-element arrangement services with customers where we provide products and/or services in a bundled arrangement. | |||||||||||||||||||||||||
Contract revenue R&D is recorded as earned, based on the performance requirements of the contract. Non-refundable contract fees for which no further performance obligations exist, and there is no continuing involvement by the Company, are recognized on the earlier of when the payments are received or when collection is assured. | |||||||||||||||||||||||||
For sales arrangements that contain multiple elements, the Company splits the arrangement into separate units of accounting if the individually delivered elements have value to the customer on a standalone basis. The Company also evaluates whether multiple transactions with the same customer or related party should be considered part of a multiple element arrangement, whereby the Company assesses, among other factors, whether the contracts or agreements are negotiated or executed within a short time frame of each other or if there are indicators that the contracts are negotiated in contemplation of each other. The Company then allocates revenue to each element based on a selling price hierarchy. The relative selling price for a deliverable is based on its vendor-specific objective evidence (VSOE), if available, third-party evidence (TPE), if VSOE is not available, or estimated selling price, if neither VSOE nor TPE is available. The Company then recognizes revenue on each deliverable in accordance with its policies for product and service revenue recognition. The Company is not typically able to determine VSOE or TPE, and therefore, uses estimated selling prices to allocate revenue between the elements of the arrangement. | |||||||||||||||||||||||||
The Company limits the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services or future performance obligations or subject to customer-specific cancellation rights. The Company evaluates each deliverable in an arrangement to determine whether they represent separate units of accounting. A deliverable constitutes a separate unit of accounting when it has stand-alone value, and for an arrangement that includes a general right of return relative to the delivered products or services, delivery or performance of the undelivered product or service is considered probable and is substantially controlled by the Company. The Company considers a deliverable to have stand-alone value if the product or service is sold separately by the Company or another vendor or could be resold by the customer. Further, the revenue arrangements generally do not include a general right of return relative to the delivered products. Where the aforementioned criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition. The Company allocates the total arrangement consideration to each separable element of an arrangement based upon the relative selling price of each element. Allocation of the consideration is determined at arrangement inception on the basis of each unit’s relative selling price. In instances where the Company has not established fair value for any undelivered element, revenue for all elements is deferred until delivery of the final element is completed and all recognition criteria are met. | |||||||||||||||||||||||||
Licensing revenue is recognized in accordance with prevailing accounting guidance. Initial license fees are deferred and amortized to revenue over the period of the agreement when a contract exists, the fee is fixed and determinable, and collectability is reasonably assured. Noncancellable, nonrefundable license fees are recognized over the period of the agreement, including those governing research and development activities and any related supply agreement entered into concurrently with the license when the risk associated with commercialization of a product is non-substantive at the outset of the arrangement. | |||||||||||||||||||||||||
From time to time, the Company offers customers sales incentives, which include volume rebates and discounts. These amounts are estimated on a quarterly basis and recorded as a reduction of revenue. | |||||||||||||||||||||||||
A summary of revenues by type of revenue arrangement as described above is as follows (in thousands): | |||||||||||||||||||||||||
Year ended | Year ended | ||||||||||||||||||||||||
25-May-14 | 26-May-13 | ||||||||||||||||||||||||
Recorded upon shipment | $ | 398,938 | $ | 359,518 | |||||||||||||||||||||
Recorded upon acceptance in foreign port | 69,710 | 78,442 | |||||||||||||||||||||||
Revenue from license fees, R&D contracts and royalties/profit sharing | 1,354 | 1,975 | |||||||||||||||||||||||
Revenue from multiple element arrangements | 6,811 | 1,773 | |||||||||||||||||||||||
Total | $ | 476,813 | $ | 441,708 | |||||||||||||||||||||
Shipping and Handling Cost, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
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 sourcing locations to the end consumer markets. | |||||||||||||||||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
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 certificate of deposits (CDs), money market funds and U.S. Treasuries. The market value of cash equivalents approximates their historical cost given their short-term nature. | |||||||||||||||||||||||||
Marketable Securities, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Marketable Securities | |||||||||||||||||||||||||
Short-term marketable securities consist of CDs that are FDIC insured and single A or better rated corporate and municipal bonds with original maturities of more than three months at the date of purchase regardless of the maturity date. The Company classifies all debt securities with readily determinable market values as “available for sale” as the Company views the funds within its portfolio as available for use in its current operations. The aggregate amount of CDs included in marketable securities as of May 25, 2014 and May 26, 2013 was zero and $701,000, respectively. The contractual maturities of the Company's marketable securities that are due in less than one year represent zero and $1.3 million of its marketable securities and those due in one to two years represent zero and $251,000 of the Company’s marketable securities as of May 25, 2014 and May 26, 2013, respectively. Investments in marketable securities are carried at fair market value with unrealized gains and losses reported as other income. The cost of debt securities is adjusted for amortization of premiums and discounts to maturity. This amortization is recorded to interest income. Realized gains and losses on the sale of available for sale securities are also recorded to interest income and were not significant for the fiscal years ended May 25, 2014 and May 26, 2013. During fiscal years 2014 and 2013, the Company did not sell any marketable securities. The cost of securities sold is based on the specific identification method. | |||||||||||||||||||||||||
Inventory, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Inventories | |||||||||||||||||||||||||
Inventories are stated at the lower of cost (using the first-in, first-out method) or market. As of May 25, 2014 and May 26, 2013 inventories consisted of (in thousands): | |||||||||||||||||||||||||
May 25, | May 26, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Finished goods | $ | 11,111 | $ | 11,297 | |||||||||||||||||||||
Raw materials | 10,376 | 9,290 | |||||||||||||||||||||||
Work in progress | 3,248 | 3,526 | |||||||||||||||||||||||
Inventories, net | $ | 24,735 | $ | 24,113 | |||||||||||||||||||||
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 provides a provision for slow moving and obsolete inventories based on the estimate of demand for its products. | |||||||||||||||||||||||||
Advertising Costs, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Advertising Expense | |||||||||||||||||||||||||
Advertising expenditures for the Company are expensed as incurred. Advertising expense for the Company for fiscal years 2014, 2013 and 2012 was $447,000, $445,000 and $406,000, respectively. | |||||||||||||||||||||||||
Receivables, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Notes and Advances Receivable | |||||||||||||||||||||||||
Apio issues notes and makes advances to produce growers for their crop and harvesting costs primarily for the purpose of sourcing crops for Apio's business. Notes receivable and advances are generally recovered during the growing season (less than one year) using proceeds from the crops sold to Apio. Notes are interest bearing obligations, evidenced by contracts and notes receivable. These notes and advances receivable are secured by perfected liens on crops, have terms that range from three to nine months, and are reviewed at least quarterly for collectability. A reserve is established for any note or advance deemed to not be fully collectible based upon an estimate of the crop value or the fair value of the security for the note or advance. There were no notes or advances outstanding at May 25, 2014. | |||||||||||||||||||||||||
Related Party Transactions [Policy Text Block] | ' | ||||||||||||||||||||||||
Related Party Transactions | |||||||||||||||||||||||||
The Company sold products to and earned license fees from Windset Holding 2010 Ltd., a Canadian corporation (“Windset”) during fiscal year 2014. The Company also provided cooling and distribution services to Beachside Produce LLC ("Beachside"), a commodity produce distributor, in which the Chairman of Apio had a farming and ownership interest, until May 26, 2013. During fiscal years 2014, 2013 and 2012, the Company recognized related party revenues of $365,000, $2.5 million, and $3.8 million, respectively, which have been included in product sales in the accompanying Consolidated Statements of Comprehensive Income, from the sale of products and providing cooling services to these parties. As a result of Beachside no longer being a related party beginning in fiscal year 2014, the $2.1 million and $3.1 million of service revenue, related party for fiscal years 2013 and 2012, respectively, have been reclassified to product sales in the accompanying Consolidated Statements of Comprehensive Income. The related receivable balances of $304,000 and $316,000 from Windset are included in accounts receivable, related party in the accompanying Consolidated Balance Sheets as of May 25, 2014 and May 26, 2013, respectively. | |||||||||||||||||||||||||
Additionally, unrelated to the revenue transactions above, the Company purchases produce from Beachside and Windset for sale to third parties. During fiscal years 2014, 2013 and 2012, the Company recognized related party cost of product sales of $1.6 million, $6.7 million and $5.6 million, respectively, in the accompanying Consolidated Statements of Comprehensive Income, from the sale of products purchased from these parties. The related accounts payable of $134,000 and $225,000 from Windset are included in accounts payable, related party in the accompanying Consolidated Balance Sheets as of May 25, 2014 and May 26, 2013, respectively. | |||||||||||||||||||||||||
All related party transactions are monitored quarterly by the Company and approved by the Audit Committee of the Board of Directors. | |||||||||||||||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Property and Equipment | |||||||||||||||||||||||||
Property and equipment are stated at cost. Expenditures for major improvements are capitalized while repairs and maintenance are charged to expense. Depreciation is expensed on a straight-line basis over the estimated useful lives of the respective assets, generally three to forty years for buildings and leasehold improvements and three to twenty years for furniture and fixtures, computers, capitalized software, capitalized leases, machinery, equipment and autos. 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 in accordance with accounting guidance. 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 using the straight-line basis over estimated useful lives of three to seven years. During fiscal year 2014, the Company capitalized $913,000 in software development costs. During fiscal years 2013 and 2012, the Company did not capitalize any software development costs. | |||||||||||||||||||||||||
Goodwill and Intangible Assets, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Long-Lived Assets | |||||||||||||||||||||||||
The Company’s Long-Lived Assets consist of property, plant and equipment, and intangible assets. Intangible assets are comprised of customer relationships with an estimated useful life of twelve to thirteen years (the “finite-lived intangible assets”) and trademarks/trade names and goodwill with indefinite lives (collectively, “the indefinite-lived intangible assets”), which the Company recognized in accordance with accounting guidance (i) upon the acquisition of GreenLine Holding Company (“GreenLine”) by Apio in April 2012, (ii) upon the acquisition of Lifecore in April 2010 and (iii) upon the acquisition of Apio in December 1999. Accounting guidance defines goodwill as “the excess of the cost of an acquired entity over the net of the estimated fair values of the assets acquired and the liabilities assumed at date of acquisition.” All intangible assets, including goodwill, associated with the acquisition of Lifecore was allocated to the HA-based Biomaterials reporting unit and the acquisitions of Apio and GreenLine were allocated to the Food Products Technology reporting unit pursuant to accounting guidance based upon the allocation of assets and liabilities acquired and consideration paid for each reporting unit. As of May 25, 2014, the HA-based Biomaterials reporting unit had $13.9 million of goodwill and the Food Products Technology reporting unit had $35.7 million of goodwill. | |||||||||||||||||||||||||
Property, plant and equipment and finite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not be recoverable. The Company’s impairment review requires significant management judgment including estimating the future success of product lines, future sales volumes, revenue and expense growth rates, alternative uses for the assets and estimated proceeds from the disposal of the assets. The Company conducts quarterly reviews of idle and underutilized equipment, and reviews business plans for possible impairment indicators. Impairment is indicated when the carrying amount of the asset (or asset group) exceeds its estimated future undiscounted cash flows and the impairment is viewed as other than temporary. When impairment is indicated, an impairment charge is recorded for the difference between the asset’s book value and its estimated fair value. Depending on the asset, estimated fair value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in similar condition. The use of different assumptions would increase or decrease the estimated fair value of assets and would increase or decrease any impairment measurement. | |||||||||||||||||||||||||
The Company tests its indefinite-lived intangible assets for impairment at least annually, in accordance with accounting guidance. For non-goodwill indefinite-lived intangible assets, the Company performs a qualitative analysis in accordance with ASC 350-30-35. For goodwill, the Company performs a quantitative analysis in accordance with ASC 350-20-35. | |||||||||||||||||||||||||
Application of the impairment tests for indefinite-lived intangible assets requires significant judgment by management, including identification of reporting units, assignment of assets and liabilities to reporting units, assignment of intangible assets to reporting units, and the determination of the fair value of each indefinite-lived intangible asset and reporting unit based upon projections of future net cash flows, discount rates and market multiples, which judgments and projections are inherently uncertain. | |||||||||||||||||||||||||
During the fiscal quarter ended February 23, 2014, the Company voluntarily changed the date of its annual goodwill and indefinite-lived intangible assets impairment testing from the last day of the fiscal month in July to the first day of the fiscal fourth quarter. This voluntary change is preferable under the circumstances as it provides the Company with additional time to complete its annual goodwill and indefinite-lived intangible asset impairment testing in advance of its year-end reporting and results in better alignment with the Company’s strategic planning and forecasting process. The voluntary change in accounting principle related to the annual testing date will not delay, accelerate, or avoid an impairment charge. This change is not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively. | |||||||||||||||||||||||||
The Company tested its indefinite-lived intangible assets for impairment as of February 24, 2014 and determined that no adjustments to the carrying values of these assets were necessary as of that date. 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, 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. | |||||||||||||||||||||||||
The Company uses the discounted cash flow (“DCF”) approach to develop an estimate of fair value for goodwill. The DCF approach recognizes that current value is premised on the expected receipt of future economic benefits. Indications of value are developed by discounting projected future net cash flows to their present value at a rate that reflects both the current return requirements of the market and the risks inherent in the specific investment. The market approach is not used to value the Company’s reporting units because insufficient market comparables exist to enable the Company to develop a reasonable fair value due to the unique nature of each of the Company’s reporting units. | |||||||||||||||||||||||||
The DCF associated with the annual goodwill impairment analysis for the Food Products Technology reporting unit is based on management’s five-year projection of revenues, gross profits and operating profits by fiscal year and assumes a 36% effective tax rate for each year. Management takes into account the historical trends of the Food Products Technology reporting unit and the industry categories in which it operates along with inflationary factors, current economic conditions, new product introductions, cost of sales, operating expenses, capital requirements and other relevant data when developing its projection. The estimated fair value of the Food Products Technology reporting unit as of February 24, 2014 was 136% of its book value at that date, therefore, no goodwill impairment was deemed to exist. For the test performed as of July 21, 2013, the projected cash flow from operations for determining the DCF for fiscal year 2014 was $10.1 million for the Food Products Technology reporting unit. The actual cash flow from operations for fiscal year 2014 was $10.5 million. | |||||||||||||||||||||||||
The DCF associated with the annual goodwill impairment analysis for the HA-based Biomaterials reporting unit is based on management’s five-year projections of revenues, gross profits and operating profits by fiscal year and assumes a 36% effective tax rate for each year. Management takes into account the historical trends of HA-based Biomaterials reporting unit and the industry categories in which it operates along with inflationary factors, current economic conditions, new product introductions, cost of sales, operating expenses, capital requirements and other relevant data when developing its projection. The estimated fair value of the HA-based Biomaterials reporting unit as of February 24, 2014 was 176% of its book value at that date, therefore, no goodwill impairment was deemed to exist. For the test performed as of July 21, 2013, the projected cash flow from operations for determining the DCF for fiscal year 2014 was $6.3 million for the HA-based Biomaterials reporting unit. The actual cash flow from operations for fiscal year 2014 was $10.2 million. The difference of $3.9 million is primarily due to timing of working capital changes and lower than planned intercompany charges for income taxes. | |||||||||||||||||||||||||
Investment In Non-Public Companies [Policy Text Block] | ' | ||||||||||||||||||||||||
Investment in Non-Public Company | |||||||||||||||||||||||||
The Company’s investment in Aesthetic Science is carried at cost and adjusted for impairment losses. Since there is no readily available market value information, the Company periodically reviews this investment to determine if an other than temporary decline in value has occurred based on the financial stability and viability of Aesthetic Science. | |||||||||||||||||||||||||
Aesthetic Science sold the rights to its Smartfil™ Injector System on July 16, 2010. As a result, Landec evaluated its cost method investment for impairment, utilizing a discounted cash flow analysis. Based on the terms of the agreement, the Company determined that its investment was other than temporarily impaired and therefore, recorded an impairment loss of $1.0 million in fiscal year 2010. The Company’s carrying value of its investment in Aesthetic Sciences, net of the impairment loss, is $793,000 at May 25, 2014 and May 26, 2013, and reported as an investment in non-public company, non-fair value, in the accompanying Consolidated Balance Sheets. | |||||||||||||||||||||||||
On February 15, 2011, the Company made an investment in Windset which is reported as an investment in non-public company, fair value, in the accompanying Consolidated Balance Sheets as of May 25, 2014 and May 26, 2013. The Company has elected to account for its investment in Windset under the fair value option (see Note 4). | |||||||||||||||||||||||||
Self Insurance Reserve [Policy Text Block] | ' | ||||||||||||||||||||||||
Partial Self-Insurance on Employee Health Plan | |||||||||||||||||||||||||
The Company provides health insurance benefits to eligible employees under a self-insured plan whereby the Company pays actual medical claims subject to certain stop loss limits. The Company records self-insurance liabilities based on actual claims filed and an estimate of those claims incurred but not reported. Any projection of losses concerning the Company's liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors such as inflation rates, changes in severity, benefit level changes, medical costs, and claims settlement patterns. This self-insurance liability is included in accrued liabilities and represents management's best estimate of the amounts that have not been paid as of May 25, 2014. It is reasonably possible that the expense the Company ultimately incurs could differ and adjustments to future reserves may be necessary. | |||||||||||||||||||||||||
Revenue Recognition, Deferred Revenue [Policy Text Block] | ' | ||||||||||||||||||||||||
Deferred Revenue | |||||||||||||||||||||||||
Cash received in advance of services performed are recorded as deferred revenue. At May 25, 2014, $1.3 million was recognized as advances from customers. At May 26, 2013, $1.2 million was recognized as advances from customers. | |||||||||||||||||||||||||
Non-controlling Interest [Policy Text Block] | ' | ||||||||||||||||||||||||
Non-Controlling Interest | |||||||||||||||||||||||||
The Company reports all non-controlling interests as a separate component of stockholders’ equity. The non-controlling interest’s share of the income or loss of the consolidated subsidiary is reported as a separate line item in our Consolidated Statements of Comprehensive Income, following the consolidated net income caption. | |||||||||||||||||||||||||
In connection with the acquisition of Apio, Landec acquired Apio’s 60% general partner interest in Apio Cooling, a California limited partnership. Apio Cooling is included in the consolidated financial statements of Landec for all periods presented. The non-controlling interest balance of $1.7 million at both May 25, 2014 and May 26, 2013 is comprised of the non-controlling limited partners’ interest in Apio Cooling. | |||||||||||||||||||||||||
Income Tax, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
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. At May 25, 2014, the Company had an $881,000 valuation allowance against its deferred tax assets. | |||||||||||||||||||||||||
In addition to valuation allowances, the Company establishes accruals for uncertain tax positions. The tax-contingency accruals are adjusted in light of changing facts and circumstances, such as the progress of tax audits, case law and emerging legislation. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. The Company’s effective tax rate includes the impact of tax-contingency accruals as considered appropriate by management. | |||||||||||||||||||||||||
A number of years may elapse before a particular matter, for which the Company has accrued, is audited and finally resolved. The number of years with open tax audits varies by jurisdiction. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, the Company believes its tax-contingency accruals are adequate to address known tax contingencies. Favorable resolution of such matters could be recognized as a reduction to the Company’s effective tax rate in the year of resolution. Unfavorable settlement of any particular issue could increase the effective tax rate. Any resolution of a tax issue may require the use of cash in the year of resolution. The Company’s tax-contingency accruals are recorded in other accrued liabilities in the accompanying Consolidated Balance Sheets. | |||||||||||||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Per Share Information | |||||||||||||||||||||||||
Accounting guidance requires the presentation of basic and diluted earnings per share. Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities and is computed using the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution as if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted common equivalent shares consist of stock options and restricted stock units, calculated using the treasury stock method. | |||||||||||||||||||||||||
The following table sets forth the computation of diluted net income per share (in thousands, except per share amounts): | |||||||||||||||||||||||||
Fiscal Year | Fiscal Year | Fiscal Year | |||||||||||||||||||||||
Ended | Ended | Ended | |||||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||||||||||||||
Numerator: | |||||||||||||||||||||||||
Net income applicable to Common Stockholders | $ | 19,145 | $ | 22,587 | $ | 12,696 | |||||||||||||||||||
Denominator: | |||||||||||||||||||||||||
Weighted average shares for basic net income per share | 26,628 | 25,830 | 25,849 | ||||||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||||
Stock options and restricted stock units | 492 | 796 | 277 | ||||||||||||||||||||||
Weighted average shares for diluted net income per share | 27,120 | 26,626 | 26,126 | ||||||||||||||||||||||
Diluted net income per share | $ | 0.71 | $ | 0.85 | $ | 0.49 | |||||||||||||||||||
Options to purchase 333,993, 88,022 and 1,855,167 shares of Common Stock at a weighted average exercise price of $14.15, $12.80 and $6.72 per share were outstanding during fiscal years ended May 25, 2014, May 26, 2013 and May 27, 2012, respectively, but were not included in the computation of diluted net income per share because the options’ exercise price were greater than the average market price of the Common Stock and, therefore, their inclusion would be antidilutive. | |||||||||||||||||||||||||
Cost of Sales, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Cost of Sales | |||||||||||||||||||||||||
The Company includes in cost of sales all the costs related to the sale of products. These costs include the following: raw materials (including produce, seeds, packaging, syringes and fermentation and purification supplies), direct labor, overhead (including indirect labor, depreciation, and facility related costs) and shipping and shipping related costs. | |||||||||||||||||||||||||
Research and Development Expense, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
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. | |||||||||||||||||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Accounting for Stock-Based Compensation | |||||||||||||||||||||||||
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). For nonstatutory options, the cash flows resulting from the tax benefit due to tax deductions in excess of the compensation expense recognized for those options (excess tax benefit) are classified as financing activities within the statement of cash flows. The Company’s stock-based awards include stock option grants and restricted stock unit awards (“RSUs”). | |||||||||||||||||||||||||
The following table summarizes the stock-based compensation for options and RSUs (in thousands): | |||||||||||||||||||||||||
Fiscal Year | Fiscal Year | Fiscal Year | |||||||||||||||||||||||
Ended | Ended | Ended | |||||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||||||||||||||
Options | $ | 558 | $ | 788 | $ | 1,046 | |||||||||||||||||||
RSUs | 798 | 907 | 826 | ||||||||||||||||||||||
Total stock-based compensation expense | $ | 1,356 | $ | 1,695 | $ | 1,872 | |||||||||||||||||||
The following table summarizes the stock-based compensation by income statement line item (in thousands): | |||||||||||||||||||||||||
Fiscal Year | Fiscal Year | Fiscal Year | |||||||||||||||||||||||
Ended | Ended | Ended | |||||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||||||||||||||
Research and development | $ | 39 | $ | 718 | $ | 530 | |||||||||||||||||||
Sales, general and administrative | 1,317 | 977 | 1,342 | ||||||||||||||||||||||
Total stock-based compensation expense | $ | 1,356 | $ | 1,695 | $ | 1,872 | |||||||||||||||||||
The estimated fair value for stock options, which determines the Company’s calculation of compensation expense, is based on the Black-Scholes option pricing model. 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. In addition, the Company uses historical data to estimate pre-vesting forfeitures and records stock-based compensation expense only for those awards that are expected to vest and revises those estimates in subsequent periods if the actual forfeitures differ from the prior estimates. | |||||||||||||||||||||||||
The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility and expected life of option awards, which have a significant impact on the fair value estimates. As of May 25, 2014, May 26, 2013 and May 27, 2012, the fair value of stock option grants was estimated using the following weighted average assumptions: | |||||||||||||||||||||||||
Fiscal Year Ended | Fiscal Year Ended | Fiscal Year Ended | |||||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||||||||||||||
Expected life (in years) | 3.5 | 3.76 | 3.76 | ||||||||||||||||||||||
Risk-free interest rate | 0.71% | 0.48% | 0.59% | ||||||||||||||||||||||
Volatility | 0.41 | 0.53 | 0.53 | ||||||||||||||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||||||||||||||
The weighted average estimated fair value of Landec employee stock options granted at grant date market prices during the fiscal years ended May 25, 2014, May 26, 2013 and May 27, 2012 was $4.41, $3.57 and $2.65 per share, respectively. No stock options were granted above or below grant date market prices during the fiscal years ended May 25, 2014, May 26, 2013 and May 27, 2012. | |||||||||||||||||||||||||
Fair Value Measurement, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
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 (see Note 4). The Company has not elected the fair value option for any of its other eligible financial assets or liabilities. | |||||||||||||||||||||||||
The accounting guidance established a three-tier hierarchy for fair value measurements, which prioritizes the | |||||||||||||||||||||||||
inputs used in measuring fair value as follows: | |||||||||||||||||||||||||
Level 1 – observable inputs such as quoted prices for identical instruments in active markets. | |||||||||||||||||||||||||
Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data. | |||||||||||||||||||||||||
Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions. | |||||||||||||||||||||||||
As of May 25, 2014, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis, including cash equivalents, marketable securities, interest rate swap and its minority interest investment in Windset. | |||||||||||||||||||||||||
The fair value of the Company’s marketable securities is determined based on observable inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, the Company has categorized its marketable securities as a Level 1 measurement. | |||||||||||||||||||||||||
The fair value of the Company’s interest rate swap is determined based on model inputs that can be observed in a liquid market, including yield curves, and is categorized as a Level 2 measurement. | |||||||||||||||||||||||||
The Company has elected the fair value option of accounting for its investment in Windset. The calculation of fair value utilizes significant unobservable inputs in the discounted cash flow models, including projected cash flows, growth rates and discount rates. As a result, the Company’s investment in Windset is considered to be a Level 3 measurement investment. The change in the fair market value of the Company’s investment in Windset for the fiscal years ended May 25, 2014 and May 26, 2013 was due to the Company’s 20.1% minority interest in the change in the fair market value of Windset during those periods. In determining the fair value of the investment in Windset, the Company utilizes the following significant unobservable inputs in the discounted cash flow models: | |||||||||||||||||||||||||
At May 25, 2014 | At May 26, 2013 | ||||||||||||||||||||||||
Annual consolidated revenue growth rates | 4 | % | 3% to 9 | % | |||||||||||||||||||||
Annual consolidated expense growth rates | 4 | % | 3% to 8 | % | |||||||||||||||||||||
Consolidated income tax rates | 15 | % | 15 | % | |||||||||||||||||||||
Consolidated discount rates | 16% to 22 | % | 18% to 28 | % | |||||||||||||||||||||
The revenue growth, expense growth and income tax rate assumptions, consider the Company's best estimate of the trends in those items over the discount period. The discount rate assumption takes into account the risk-free rate of return, the market equity risk premium and the company’s specific risk premium and then applies an additional discount for lack of liquidity of the underlying securities. The discounted cash flow valuation model used by the Company has the following sensitivity to changes in inputs and assumptions (in thousands): | |||||||||||||||||||||||||
Impact on value of Windset investment as of May 25, 2014 | |||||||||||||||||||||||||
10% increase in revenue growth rates | $ | 3,200 | |||||||||||||||||||||||
10% increase in expense growth rates | $ | (2,300 | ) | ||||||||||||||||||||||
10% increase in income tax rates | — | ||||||||||||||||||||||||
10% increase in discount rates | $ | (1,500 | ) | ||||||||||||||||||||||
Imprecision in estimating unobservable market inputs can affect the amount of gain or loss recorded for a particular position. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. | |||||||||||||||||||||||||
The following table summarizes the fair value of the Company’s assets and liabilities that are measured at fair value on a recurring basis, as of May 25, 2014 and May 26, 2013 (in thousands): | |||||||||||||||||||||||||
Fair Value at May 25, 2014 | Fair Value at May 26, 2013 | ||||||||||||||||||||||||
Assets: | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Marketable securities | $ | - | $ | - | $ | - | $ | 1,545 | $ | - | $ | - | |||||||||||||
Investment in private company | - | - | 39,600 | - | - | 29,600 | |||||||||||||||||||
Total | $ | - | $ | - | $ | 39,600 | $ | 1,545 | $ | - | $ | 29,600 | |||||||||||||
Liabilities: | |||||||||||||||||||||||||
Interest rate swap | - | 44 | - | - | 163 | - | |||||||||||||||||||
Total | $ | - | $ | 44 | $ | - | $ | - | $ | 163 | $ | - | |||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||
In May 2014, the FASB issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The standard requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also includes a cohesive set of disclosure requirements intended to provide users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a company’s contracts with customers. ASU 2014-09 will be effective beginning the first quarter of the Company's fiscal year 2018 and early application is not permitted. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. Management is currently evaluating the effect ASU 2014-09 will have on the Company's Consolidated Financial Statements and disclosures. | |||||||||||||||||||||||||
Unrecognized Tax Benefits | |||||||||||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, related to the presentation of unrecognized tax benefits. The update requires presentation of an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward in the statement of financial position. The guidance does not apply to the extent that a net operating loss carryforward or tax credit carryforward at the reporting date is not available under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position. The guidance is effective for fiscal years (and interim periods within those years) beginning after December 15, 2013, with early adoption permitted. The Company early adopted this standard in the first fiscal quarter of fiscal year 2014 and such adoption did not have a significant impact on the Company's Consolidated Financial Statements or disclosures. |
Note_1_Organization_Basis_of_P1
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||||||||||
25-May-14 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Allowance for Credit Losses on Financing Receivables [Table Text Block] | ' | ||||||||||||||||||||||||
Balance at | Additions from | Write offs, net of | Balance at end of | ||||||||||||||||||||||
beginning of | acquisitions and | recoveries | period | ||||||||||||||||||||||
period | adjustments | ||||||||||||||||||||||||
charged to revenue | |||||||||||||||||||||||||
and expenses | |||||||||||||||||||||||||
Year ended May 27, 2012 | $ | 342 | $ | 248 | $ | -78 | $ | 512 | |||||||||||||||||
Year ended May 26, 2013 | $ | 512 | $ | 109 | $ | -38 | $ | 583 | |||||||||||||||||
Year ended May 25, 2014 | $ | 583 | $ | 143 | $ | -210 | $ | 516 | |||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Table Text Block] | ' | ||||||||||||||||||||||||
Year ended | Year ended | ||||||||||||||||||||||||
25-May-14 | 26-May-13 | ||||||||||||||||||||||||
Recorded upon shipment | $ | 398,938 | $ | 359,518 | |||||||||||||||||||||
Recorded upon acceptance in foreign port | 69,710 | 78,442 | |||||||||||||||||||||||
Revenue from license fees, R&D contracts and royalties/profit sharing | 1,354 | 1,975 | |||||||||||||||||||||||
Revenue from multiple element arrangements | 6,811 | 1,773 | |||||||||||||||||||||||
Total | $ | 476,813 | $ | 441,708 | |||||||||||||||||||||
Schedule of Inventory, Current [Table Text Block] | ' | ||||||||||||||||||||||||
May 25, | May 26, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Finished goods | $ | 11,111 | $ | 11,297 | |||||||||||||||||||||
Raw materials | 10,376 | 9,290 | |||||||||||||||||||||||
Work in progress | 3,248 | 3,526 | |||||||||||||||||||||||
Inventories, net | $ | 24,735 | $ | 24,113 | |||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||||||||||
Fiscal Year | Fiscal Year | Fiscal Year | |||||||||||||||||||||||
Ended | Ended | Ended | |||||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||||||||||||||
Numerator: | |||||||||||||||||||||||||
Net income applicable to Common Stockholders | $ | 19,145 | $ | 22,587 | $ | 12,696 | |||||||||||||||||||
Denominator: | |||||||||||||||||||||||||
Weighted average shares for basic net income per share | 26,628 | 25,830 | 25,849 | ||||||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||||
Stock options and restricted stock units | 492 | 796 | 277 | ||||||||||||||||||||||
Weighted average shares for diluted net income per share | 27,120 | 26,626 | 26,126 | ||||||||||||||||||||||
Diluted net income per share | $ | 0.71 | $ | 0.85 | $ | 0.49 | |||||||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | ' | ||||||||||||||||||||||||
Fiscal Year | Fiscal Year | Fiscal Year | |||||||||||||||||||||||
Ended | Ended | Ended | |||||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||||||||||||||
Options | $ | 558 | $ | 788 | $ | 1,046 | |||||||||||||||||||
RSUs | 798 | 907 | 826 | ||||||||||||||||||||||
Total stock-based compensation expense | $ | 1,356 | $ | 1,695 | $ | 1,872 | |||||||||||||||||||
Fiscal Year | Fiscal Year | Fiscal Year | |||||||||||||||||||||||
Ended | Ended | Ended | |||||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||||||||||||||
Research and development | $ | 39 | $ | 718 | $ | 530 | |||||||||||||||||||
Sales, general and administrative | 1,317 | 977 | 1,342 | ||||||||||||||||||||||
Total stock-based compensation expense | $ | 1,356 | $ | 1,695 | $ | 1,872 | |||||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||||||||||
Fiscal Year Ended | Fiscal Year Ended | Fiscal Year Ended | |||||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||||||||||||||
Expected life (in years) | 3.5 | 3.76 | 3.76 | ||||||||||||||||||||||
Risk-free interest rate | 0.71% | 0.48% | 0.59% | ||||||||||||||||||||||
Volatility | 0.41 | 0.53 | 0.53 | ||||||||||||||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||||||||||||||
Schedule of Effect of Significant Unobservable Inputs for Investment [Table Text Block] | ' | ||||||||||||||||||||||||
At May 25, 2014 | At May 26, 2013 | ||||||||||||||||||||||||
Annual consolidated revenue growth rates | 4 | % | 3% to 9 | % | |||||||||||||||||||||
Annual consolidated expense growth rates | 4 | % | 3% to 8 | % | |||||||||||||||||||||
Consolidated income tax rates | 15 | % | 15 | % | |||||||||||||||||||||
Consolidated discount rates | 16% to 22 | % | 18% to 28 | % | |||||||||||||||||||||
Schedule of Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets [Table Text Block] | ' | ||||||||||||||||||||||||
Impact on value of Windset investment as of May 25, 2014 | |||||||||||||||||||||||||
10% increase in revenue growth rates | $ | 3,200 | |||||||||||||||||||||||
10% increase in expense growth rates | $ | (2,300 | ) | ||||||||||||||||||||||
10% increase in income tax rates | — | ||||||||||||||||||||||||
10% increase in discount rates | $ | (1,500 | ) | ||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||||||||||
Fair Value at May 25, 2014 | Fair Value at May 26, 2013 | ||||||||||||||||||||||||
Assets: | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Marketable securities | $ | - | $ | - | $ | - | $ | 1,545 | $ | - | $ | - | |||||||||||||
Investment in private company | - | - | 39,600 | - | - | 29,600 | |||||||||||||||||||
Total | $ | - | $ | - | $ | 39,600 | $ | 1,545 | $ | - | $ | 29,600 | |||||||||||||
Liabilities: | |||||||||||||||||||||||||
Interest rate swap | - | 44 | - | - | 163 | - | |||||||||||||||||||
Total | $ | - | $ | 44 | $ | - | $ | - | $ | 163 | $ | - |
Note_6_Property_and_Equipment_
Note 6 - Property and Equipment (Tables) | 12 Months Ended | ||||||||||||
25-May-14 | |||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||||||
Years of | 25-May-14 | 26-May-13 | |||||||||||
Useful Life | |||||||||||||
Land and building | 15-40 | $ | 56,378 | $ | 52,527 | ||||||||
Leasehold improvements | 20-Mar | 1,079 | 1,029 | ||||||||||
Computer, capitalized software, machinery, equipment and auto | 20-Mar | 53,715 | 44,583 | ||||||||||
Furniture and fixtures | 7-Mar | 824 | 766 | ||||||||||
Construction in process | 6,975 | 5,838 | |||||||||||
Gross property and equipment | 118,971 | 104,743 | |||||||||||
Less accumulated depreciation and amortization | (44,831 | ) | (38,932 | ) | |||||||||
Net property and equipment | $ | 74,140 | $ | 65,811 |
Note_7_Intangible_Assets_Table
Note 7 - Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||
25-May-14 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Goodwill [Table Text Block] | ' | ||||||||||||||||
Food | Corporate | Hyaluronan- | Total | ||||||||||||||
Products | based | ||||||||||||||||
Technology | Biomaterials | ||||||||||||||||
Balance as of May 29, 2011 | 22,581 | — | 13,881 | 36,462 | |||||||||||||
Goodwill acquired during the period | 13,158 | — | — | 13,158 | |||||||||||||
Balance as of May 27, 2012 | 35,739 | — | 13,881 | 49,620 | |||||||||||||
Balance as of May 26, 2013 | $ | 35,739 | $ | — | $ | 13,881 | $ | 49,620 | |||||||||
Balance as of May 25, 2014 | $ | 35,739 | $ | — | $ | 13,881 | $ | 49,620 | |||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | ||||||||||||||||
Trademarks & | Customer | Total | |||||||||||||||
Trade names | Relationships | ||||||||||||||||
Balance as of May 29, 2011 | 12,428 | 3,366 | 15,794 | ||||||||||||||
Acquired during the period | 36,000 | 7,500 | 43,500 | ||||||||||||||
Amortization expense | — | (309 | ) | (309 | ) | ||||||||||||
Balance as of May 27, 2012 | 48,428 | 10,557 | 58,985 | ||||||||||||||
Amortization expense | — | (951 | ) | (951 | ) | ||||||||||||
Balance as of May 26, 2013 | $ | 48,428 | $ | 9,606 | $ | 58,034 | |||||||||||
Amortization expense | — | (886 | ) | (886 | ) | ||||||||||||
Balance as of May 25, 2014 | $ | 48,428 | $ | 8,720 | $ | 57,148 |
Note_8_Stockholders_Equity_Tab
Note 8 - Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||||
25-May-14 | |||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Activity [Table Text Block] | ' | ||||||||||||||||||||||||||||||||||
Restricted Stock Outstanding | Stock Options Outstanding | ||||||||||||||||||||||||||||||||||
RSUs and | Number | Weighted | Number of | Weighted | |||||||||||||||||||||||||||||||
Options | of | Average | Stock | Average | |||||||||||||||||||||||||||||||
Available | Restricted | Grant Date | Options | Exercise | |||||||||||||||||||||||||||||||
for Grant | Shares | Fair Value | Price | ||||||||||||||||||||||||||||||||
Balance at May 29, 2011 | 640,976 | 415,085 | $ | 5.96 | 2,318,753 | $ | 6.34 | ||||||||||||||||||||||||||||
Granted | (191,333 | ) | 47,833 | $ | 6.67 | 143,500 | $ | 6.67 | |||||||||||||||||||||||||||
Awarded/Exercised | — | (111,252 | ) | $ | 6.36 | (371,727 | ) | $ | 5.4 | ||||||||||||||||||||||||||
Forfeited | — | (3,500 | ) | $ | 5.84 | (5,657 | ) | $ | 5.76 | ||||||||||||||||||||||||||
Plan shares expired | — | — | — | (38,437 | ) | $ | 8.23 | ||||||||||||||||||||||||||||
Balance at May 27, 2012 | 449,643 | 348,166 | $ | 5.93 | 2,046,432 | $ | 6.5 | ||||||||||||||||||||||||||||
Granted | (26,666 | ) | 6,666 | $ | 9.01 | 20,000 | $ | 9.01 | |||||||||||||||||||||||||||
Awarded/Exercised | — | (231,086 | ) | $ | 5.74 | (671,563 | ) | $ | 6.3 | ||||||||||||||||||||||||||
Forfeited | — | (28,416 | ) | $ | 6.2 | (44,977 | ) | $ | 6.34 | ||||||||||||||||||||||||||
Plan shares expired | — | — | — | (10,000 | ) | $ | 13.32 | ||||||||||||||||||||||||||||
Balance at May 26, 2013 | 422,977 | 95,330 | $ | 6.52 | 1,339,892 | $ | 6.58 | ||||||||||||||||||||||||||||
Additional shares reserved | 2,000,000 | — | — | — | — | ||||||||||||||||||||||||||||||
Granted | (420,131 | ) | 128,631 | $ | 14.3 | 291,500 | $ | 14.3 | |||||||||||||||||||||||||||
Awarded/Exercised | — | (62,499 | ) | $ | 6.18 | (398,080 | ) | $ | 6.45 | ||||||||||||||||||||||||||
Forfeited | — | (12,162 | ) | $ | 8.86 | (12,452 | ) | $ | 6.66 | ||||||||||||||||||||||||||
Plan shares expired | (2,846 | ) | — | — | (5,000 | ) | $ | 13.32 | |||||||||||||||||||||||||||
Balance at May 25, 2014 | 2,000,000 | 149,300 | $ | 13.17 | 1,215,860 | $ | 8.45 | ||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | ' | ||||||||||||||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||||||||||||||
Range of | Number of Shares | Weighted | Weighted | Aggregate | Number of | Weighted | Aggregate | ||||||||||||||||||||||||||||
Exercise | Outstanding | Average | Average | Intrinsic | Shares | Average | Intrinsic Value | ||||||||||||||||||||||||||||
Prices | Remaining | Exercise | Value | Exercisable | Exercise | ||||||||||||||||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||||||||||||||||
Life (in years) | |||||||||||||||||||||||||||||||||||
$ | 5.63 | - | $5.63 | 287,219 | 3.01 | $ | 5.63 | $ | 1,832,457 | 287,219 | $ | 5.63 | $ | 1,832,457 | |||||||||||||||||||||
$ | 5.65 | - | $6.22 | 321,085 | 2.63 | $ | 6.15 | $ | 1,881,142 | 321,085 | $ | 6.15 | $ | 1,881,142 | |||||||||||||||||||||
$ | 6.35 | - | $7.50 | 230,056 | 2.63 | $ | 6.76 | $ | 1,207,945 | 214,612 | $ | 6.77 | $ | 1,125,386 | |||||||||||||||||||||
$ | 8.19 | - | $14.30 | 377,500 | 5.03 | $ | 13.58 | $ | 136,400 | 161,694 | $ | 12.94 | $ | 106,400 | |||||||||||||||||||||
$ | 5.63 | - | $14.30 | 1,215,860 | 3.46 | $ | 8.45 | $ | 5,057,944 | 984,610 | $ | 7.25 | $ | 4,945,385 | |||||||||||||||||||||
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block] | ' | ||||||||||||||||||||||||||||||||||
Outstanding Options | Weighted Average Exercise Price | Weighted | Aggregate | ||||||||||||||||||||||||||||||||
Average | Intrinsic Value | ||||||||||||||||||||||||||||||||||
Remaining | |||||||||||||||||||||||||||||||||||
Contract Term | |||||||||||||||||||||||||||||||||||
(in years) | |||||||||||||||||||||||||||||||||||
Vested | 984,610 | $ | 7.25 | 2.88 | $ | 4,945,385 | |||||||||||||||||||||||||||||
Expected to vest | 226,625 | $ | 13.56 | 5.93 | 110,308 | ||||||||||||||||||||||||||||||
Total | 1,211,235 | $ | 8.43 | 3.45 | $ | 5,055,693 |
Note_9_Debt_Tables
Note 9 - Debt (Tables) | 12 Months Ended | ||||||||||||||||||||
25-May-14 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | ||||||||||||||||||||
25-May-14 | 26-May-13 | ||||||||||||||||||||
Real estate loan agreement with General Electric Capital Corporation (“GE Capital”); due in monthly principal and interest payments of $133,060 through May 1, 2022 with interest based on a fixed rate of 4.02% per annum | $ | 16,137 | $ | 17,065 | |||||||||||||||||
Capital equipment loan with GE Capital; due in monthly principal and interest payments of $175,356 through May 1, 2019 with interest based on a fixed rate of 4.39% per annum | 9,430 | 11,080 | |||||||||||||||||||
Term note with BMO Harris; due in monthly payments of $250,000 through May 23, 2016 with interest payable monthly at LIBOR plus 2% per annum | 6,000 | 9,000 | |||||||||||||||||||
Industrial revenue bonds (“IRBs”) issued by Lifecore; due in annual payments through 2020 with interest at a variable rate set weekly by the bond remarketing agent (0.28% and 0.38% at May 25, 2014 and May 26, 2013, respectively) | 2,805 | 3,160 | |||||||||||||||||||
Total | 34,372 | 40,305 | |||||||||||||||||||
Less current portion | (6,055 | ) | (5,933 | ) | |||||||||||||||||
Long-term portion | $ | 28,317 | $ | 34,372 | |||||||||||||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | ||||||||||||||||||||
GE RE Loan | GE Equipment | BMO Harris | IRB | Total | |||||||||||||||||
FY 2015 | 965 | 1,725 | 3,000 | 365 | 6,055 | ||||||||||||||||
FY 2016 | 1,005 | 1,801 | 3,000 | 375 | 6,181 | ||||||||||||||||
FY 2017 | 1,046 | 1,882 | — | 390 | 3,318 | ||||||||||||||||
FY 2018 | 1,089 | 1,967 | — | 400 | 3,456 | ||||||||||||||||
FY 2019 | 1,134 | 2,055 | — | 410 | 3,599 | ||||||||||||||||
Thereafter | 10,898 | — | — | 865 | 11,763 | ||||||||||||||||
Total | $ | 16,137 | $ | 9,430 | $ | 6,000 | $ | 2,805 | $ | 34,372 |
Note_11_Income_Taxes_Tables
Note 11 - Income Taxes (Tables) | 12 Months Ended | ||||||||||||
25-May-14 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | ||||||||||||
Current: | Year ended | Year ended | Year ended | ||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||
Federal | $ | 4,785 | $ | 2,808 | $ | 4,597 | |||||||
State | 157 | (18 | ) | (586 | ) | ||||||||
Foreign | 56 | 56 | 56 | ||||||||||
Total | 4,998 | 2,846 | 4,067 | ||||||||||
Deferred: | |||||||||||||
Federal | 5,059 | 6,218 | 2,641 | ||||||||||
State | 526 | 388 | 477 | ||||||||||
Total | 5,585 | 6,606 | 3,118 | ||||||||||
Income tax expense | $ | 10,583 | $ | 9,452 | $ | 7,185 | |||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | ||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||
Provision at U.S. statutory rate (1) | $ | 10,405 | $ | 11,214 | $ | 6,958 | |||||||
State income taxes, net of federal benefit | 711 | 731 | 451 | ||||||||||
Change in valuation allowance | 99 | 370 | 1 | ||||||||||
Tax-exempt interest | — | — | (40 | ) | |||||||||
Tax credit carryforwards | (378 | ) | (801 | ) | (368 | ) | |||||||
Transaction costs | — | — | 322 | ||||||||||
Domestic manufacturing deduction | (406 | ) | (172 | ) | (208 | ) | |||||||
Change in value of contingent consideration | — | (1,450 | ) | — | |||||||||
Other | 152 | (440 | ) | 69 | |||||||||
Total | $ | 10,583 | $ | 9,452 | $ | 7,185 | |||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | ||||||||||||
25-May-14 | 26-May-13 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 3,630 | $ | 3,853 | |||||||||
Accruals and reserves | 1,746 | 1,388 | |||||||||||
Stock-based compensation | 723 | 621 | |||||||||||
Research and AMT credit carryforwards | 495 | 486 | |||||||||||
Other | 545 | 450 | |||||||||||
Gross deferred tax assets | 7,139 | 6,798 | |||||||||||
Valuation allowance | (881 | ) | (783 | ) | |||||||||
Net deferred tax assets | 6,258 | 6,015 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Basis difference in investment in non-public company | (9,270 | ) | (5,505 | ) | |||||||||
Depreciation and amortization | (5,705 | ) | (5,822 | ) | |||||||||
Goodwill and other indefinite life intangibles | (19,360 | ) | (17,160 | ) | |||||||||
Deferred tax liabilities | (34,335 | ) | (28,487 | ) | |||||||||
Net deferred tax liabilities | $ | (28,077 | ) | $ | (22,472 | ) | |||||||
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | ' | ||||||||||||
As of | |||||||||||||
26-May-13 | 27-May-12 | ||||||||||||
25-May-14 | |||||||||||||
Unrecognized tax benefits – beginning of the period | $ | 998 | $ | 766 | $ | 760 | |||||||
Gross increases – tax positions in prior period | 7 | 103 | 1 | ||||||||||
Gross decreases – tax positions in prior period | (48 | ) | — | (1 | ) | ||||||||
Gross increases – current-period tax positions | 78 | 129 | 246 | ||||||||||
Lapse of statute of limitations | — | — | (240 | ) | |||||||||
Unrecognized tax benefits – end of the period | $ | 1,035 | $ | 998 | $ | 766 |
Note_12_Commitments_and_Contin1
Note 12 - Commitments and Contingencies (Tables) | 12 Months Ended | ||||
25-May-14 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||
Amount | |||||
FY2015 | $ | 2,916 | |||
FY2016 | 2,720 | ||||
FY2017 | 2,225 | ||||
FY2018 | 1,375 | ||||
FY2019 | 929 | ||||
Thereafter | 873 | ||||
Total | $ | 11,038 |
Note_14_Business_Segment_Repor1
Note 14 - Business Segment Reporting (Tables) | 12 Months Ended | ||||||||||||||||||||
25-May-14 | |||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | ' | ||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | |||||||||||||||||||
Canada | $ | 46.6 | $ | 27.8 | $ | 20.8 | |||||||||||||||
Taiwan | $ | 30.7 | $ | 31 | $ | 22.7 | |||||||||||||||
Belgium | $ | 13.1 | $ | 16.6 | $ | 15.6 | |||||||||||||||
Japan | $ | 9.9 | $ | 10.6 | $ | 11.1 | |||||||||||||||
Indonesia | $ | 9.6 | $ | 21 | $ | 23 | |||||||||||||||
China | $ | 8.2 | $ | 5 | $ | 4.3 | |||||||||||||||
All Other Countries | $ | 19.1 | $ | 20.8 | $ | 17 | |||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | ||||||||||||||||||||
Food Products | Hyaluronan- | ||||||||||||||||||||
based | |||||||||||||||||||||
Fiscal Year Ended May 25, 2014 | Technology | Food Export | Biomaterials | Corporate | TOTAL | ||||||||||||||||
Net sales | $ | 360,728 | $ | 69,827 | $ | 45,704 | $ | 554 | $ | 476,813 | |||||||||||
International sales | $ | 47,224 | $ | 69,710 | $ | 20,312 | $ | — | $ | 137,246 | |||||||||||
Gross profit | $ | 36,318 | $ | 5,340 | $ | 20,456 | $ | 450 | $ | 62,564 | |||||||||||
Net income (loss) | $ | 19,041 | $ | 1,973 | $ | 9,695 | $ | (11,564 | ) | $ | 19,145 | ||||||||||
Identifiable assets | $ | 196,257 | $ | 25,391 | $ | 85,858 | $ | 6,117 | $ | 313,623 | |||||||||||
Depreciation and amortization | $ | 4,751 | $ | 6 | $ | 2,221 | $ | 136 | $ | 7,114 | |||||||||||
Capital expenditures | $ | 10,950 | $ | — | $ | 3,877 | $ | 59 | $ | 14,886 | |||||||||||
Dividend income | $ | 1,125 | $ | — | $ | — | $ | — | $ | 1,125 | |||||||||||
Interest income | $ | 12 | $ | — | $ | 242 | $ | 6 | $ | 260 | |||||||||||
Interest expense | $ | 1,402 | $ | — | $ | 248 | $ | — | $ | 1,650 | |||||||||||
Income tax expense | $ | 33 | $ | 3 | $ | 17 | $ | 10,530 | $ | 10,583 | |||||||||||
Fiscal Year Ended May 26, 2013 | |||||||||||||||||||||
Net sales | $ | 320,447 | $ | 78,568 | $ | 41,281 | $ | 1,412 | $ | 441,708 | |||||||||||
International sales | $ | 27,532 | $ | 78,442 | $ | 26,792 | $ | — | $ | 132,766 | |||||||||||
Gross profit | $ | 37,077 | $ | 5,274 | $ | 19,102 | $ | 1,307 | $ | 62,760 | |||||||||||
Net income (loss) | $ | 20,526 | $ | 1,660 | $ | 6,835 | $ | (6,434 | ) | $ | 22,587 | ||||||||||
Identifiable assets | $ | 180,104 | $ | 21,737 | $ | 80,940 | $ | 8,161 | $ | 290,942 | |||||||||||
Depreciation and amortization | $ | 4,761 | $ | 4 | $ | 2,379 | $ | 151 | $ | 7,295 | |||||||||||
Capital expenditures | $ | 5,598 | $ | — | $ | 3,190 | $ | 89 | $ | 8,877 | |||||||||||
Dividend income | $ | 1,125 | $ | — | $ | — | $ | — | $ | 1,125 | |||||||||||
Interest income | $ | 42 | $ | — | $ | 137 | $ | — | $ | 179 | |||||||||||
Interest expense | $ | 1,707 | $ | — | $ | 301 | $ | — | $ | 2,008 | |||||||||||
Income tax expense | $ | 3,399 | $ | 339 | $ | 1,400 | $ | 4,314 | $ | 9,452 | |||||||||||
Fiscal Year Ended May 27, 2012 | |||||||||||||||||||||
Net sales | $ | 207,582 | $ | 71,485 | $ | 34,283 | $ | 4,202 | $ | 317,552 | |||||||||||
International sales | $ | 20,528 | $ | 71,054 | $ | 22,904 | $ | — | $ | 114,486 | |||||||||||
Gross profit | $ | 25,237 | $ | 4,900 | $ | 17,994 | $ | 4,007 | $ | 52,138 | |||||||||||
Net income (loss) | $ | 17,527 | $ | 2,269 | $ | 7,672 | $ | (14,772 | ) | $ | 12,696 | ||||||||||
Identifiable assets | $ | 169,541 | $ | 18,425 | $ | 81,927 | $ | 7,799 | $ | 277,692 | |||||||||||
Depreciation and amortization | $ | 3,191 | $ | 7 | $ | 2,242 | $ | 181 | $ | 5,621 | |||||||||||
Capital expenditures | $ | 2,498 | $ | — | $ | 2,798 | $ | 75 | $ | 5,371 | |||||||||||
Dividend income | $ | 1,125 | $ | — | $ | — | $ | — | $ | 1,125 | |||||||||||
Interest income | $ | 30 | $ | — | $ | 129 | $ | 21 | $ | 180 | |||||||||||
Interest expense | $ | 178 | $ | — | $ | 751 | $ | — | $ | 929 | |||||||||||
Income tax expense | $ | — | $ | — | $ | — | $ | 7,185 | $ | 7,185 |
Note_15_Quarterly_Consolidated1
Note 15 - Quarterly Consolidated Financial Information (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||
25-May-14 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | ' | ||||||||||||||||||||
FY 2014 | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | FY 2014 | ||||||||||||||||
Revenues | $ | 109,479 | $ | 120,026 | $ | 126,379 | $ | 120,929 | $ | 476,813 | |||||||||||
Gross profit | $ | 12,532 | $ | 13,734 | $ | 20,155 | $ | 16,143 | $ | 62,564 | |||||||||||
Net income | $ | 4,752 | $ | 3,451 | $ | 6,400 | $ | 4,542 | $ | 19,145 | |||||||||||
Net income per basic share | $ | 0.18 | $ | 0.13 | $ | 0.24 | $ | 0.17 | $ | 0.72 | |||||||||||
Net income per diluted share | $ | 0.18 | $ | 0.13 | $ | 0.24 | $ | 0.17 | $ | 0.71 | |||||||||||
FY 2013 | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | FY 2013 | ||||||||||||||||
Revenues | $ | 102,074 | $ | 114,654 | $ | 117,867 | $ | 107,113 | $ | 441,708 | |||||||||||
Gross profit | $ | 13,763 | $ | 18,459 | $ | 17,508 | $ | 13,030 | $ | 62,760 | |||||||||||
Net income | $ | 4,366 | $ | 8,913 | $ | 4,789 | $ | 4,519 | $ | 22,587 | |||||||||||
Net income per basic share | $ | 0.17 | $ | 0.35 | $ | 0.19 | $ | 0.17 | $ | 0.87 | |||||||||||
Net income per diluted share | $ | 0.17 | $ | 0.34 | $ | 0.18 | $ | 0.17 | $ | 0.85 | |||||||||||
FY 2012 | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | FY 2012 | ||||||||||||||||
Revenues | $ | 73,301 | $ | 81,570 | $ | 80,064 | $ | 82,617 | $ | 317,552 | |||||||||||
Gross profit | $ | 11,250 | $ | 13,010 | $ | 13,172 | $ | 14,706 | $ | 52,138 | |||||||||||
Net income (loss) | $ | 1,812 | $ | 3,340 | $ | 4,765 | $ | 2,779 | $ | 12,696 | |||||||||||
Net income (loss) per basic share | $ | 0.07 | $ | 0.13 | $ | 0.19 | $ | 0.11 | $ | 0.49 | |||||||||||
Net income (loss) per diluted share | $ | 0.07 | $ | 0.13 | $ | 0.18 | $ | 0.11 | $ | 0.49 |
Note_1_Organization_Basis_of_P2
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 12 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||
25-May-14 | 26-May-13 | 27-May-12 | 30-May-10 | 29-May-11 | 25-May-14 | 26-May-13 | 27-May-12 | 25-May-14 | Nov. 24, 2013 | 25-May-14 | 25-May-14 | 25-May-14 | 25-May-14 | 25-May-14 | 25-May-14 | 25-May-14 | 25-May-14 | Nov. 24, 2013 | 25-May-14 | 25-May-14 | Nov. 24, 2013 | 25-May-14 | 26-May-13 | 27-May-12 | 29-May-11 | 25-May-14 | 26-May-13 | 27-May-12 | 29-May-11 | 25-May-14 | 26-May-13 | 25-May-14 | 25-May-14 | 25-May-14 | 26-May-13 | 25-May-14 | 26-May-13 | 25-May-14 | 26-May-13 | 25-May-14 | 26-May-13 | 25-May-14 | 26-May-13 | 25-May-14 | 25-May-14 | 26-May-13 | 25-May-14 | 25-May-14 | 25-May-14 | 25-May-14 | 25-May-14 | |
Beachside Produce LLC [Member] | Beachside Produce LLC [Member] | Beachside Produce LLC [Member] | Building [Member] | Building [Member] | Building [Member] | Building [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Software Development [Member] | Software Development [Member] | Machinery and Equipment [Member] | Machinery and Equipment [Member] | Machinery and Equipment [Member] | Ophthalmic [Member] | Orthopedic [Member] | HA-based Biomaterials [Member] | HA-based Biomaterials [Member] | HA-based Biomaterials [Member] | HA-based Biomaterials [Member] | HA-based Biomaterials [Member] | Food Products Technology [Member] | Food Products Technology [Member] | Food Products Technology [Member] | Food Products Technology [Member] | Short Term [Member] | Short Term [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Costco Wholesale Corporation [Member] | Costco Wholesale Corporation [Member] | Costco Wholesale Corporation [Member] | Costco Wholesale Corporation [Member] | Wal-mart, Inc. [Member] | Wal-mart, Inc. [Member] | Wal-mart, Inc. [Member] | Wal-mart, Inc. [Member] | International Customers [Member] | International Customers [Member] | Depreciable Assets [Member] (Deprecated 2014-01-31) | Sales Revenue, Goods, Net [Member] | Sales Revenue, Goods, Net [Member] | Apio Cooling, LP [Member] | Fiscal 2013 [Member] | Fiscal 2012 [Member] | Minimum [Member] | Maximum [Member] | ||||||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Depreciable Assets [Member] (Deprecated 2014-01-31) | HA-based Biomaterials [Member] | HA-based Biomaterials [Member] | Minimum [Member] | Maximum [Member] | Sales Revenue, Goods, Net [Member] | Sales Revenue, Goods, Net [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Sales Revenue, Goods, Net [Member] | Sales Revenue, Goods, Net [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Sales Revenue, Goods, Net [Member] | Sales Revenue, Goods, Net [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Apio, Inc [Member] | |||||||||||||||||||||||||||||
Sales Revenue, Goods, Net [Member] | Sales Revenue, Goods, Net [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Geographic Concentration Risk [Member] | Geographic Concentration Risk [Member] | |||||||||||||||||||||||||||||||||||||||||
Product Concentration Risk [Member] | Product Concentration Risk [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Proprietary Platforms | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 20.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21.00% | 16.00% | 16.00% | 15.00% | 11.00% | 13.00% | 12.00% | 15.00% | 29.00% | 30.00% | ' | 42.00% | 40.00% | ' | ' | ' | ' | ' |
Investment Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' |
Number of Product Segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Certificates of Deposit, at Carrying Value | $0 | $701,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Marketable Securities Contractual Maturity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '2 years |
Marketable Securities | 0 | 251,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Sale and Maturity of Marketable Securities | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advertising Expense | ' | 445,000 | 406,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 447,000 |
Revenue from Related Parties | ' | ' | ' | ' | ' | 365,000 | 2,500,000 | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prior Period Reclassification Adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,100,000 | 3,100,000 | ' | ' |
Accounts Receivable, Related Parties | 304,000 | 316,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Costs | 1,600,000 | 6,700,000 | 5,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Payable, Related Parties | 134,000 | 225,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | ' | ' | ' | ' | ' | ' | '35 years | '29 years | '3 years | '40 years | '3 years | '20 years | '3 years | '7 years | ' | '11 years | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized Computer Software, Additions | 913,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
New Accounting Pronouncement or Change in Accounting Principle Effect of Change on Depreciation Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 876,000 | ' | ' | ' | ' | ' | ' | ' |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 564,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Basic Earnings Per Share (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 years | '13 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 49,620,000 | 49,620,000 | 49,620,000 | ' | 36,462,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,881,000 | 13,881,000 | 13,881,000 | 13,881,000 | 35,739,000 | 35,739,000 | 35,739,000 | 22,581,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Expected Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective Income Tax Rate Reconciliation, Percent | 36.00% | 30.00% | 36.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36.00% | ' | ' | ' | 36.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Estimated Fair Value Exceeds Net Book Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 176.00% | ' | ' | ' | 136.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Projected Cash Flow | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,300,000 | ' | ' | ' | 10,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash, Period Increase (Decrease) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,200,000 | ' | ' | ' | 10,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Difference Between Projected Cash Flow and Actual Cash Flow | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost-method Investments, Realized Losses | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost Method Investments | 793,000 | 793,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Revenue | 1,300,000 | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity Attributable to Noncontrolling Interest | 1,692,000 | 1,721,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Tax Assets, Valuation Allowance | $881,000 | $783,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 333,993 | 88,022 | 1,855,167 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share) | $14.15 | $12.80 | $6.72 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $4.41 | $3.57 | $2.65 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_1_Organization_Basis_of_P3
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Allowance for Sales Returns and Doubtful Accounts (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | 25-May-14 | 26-May-13 | 27-May-12 |
Allowance for Sales Returns and Doubtful Accounts [Abstract] | ' | ' | ' |
Balance at beginning of period | $583 | $512 | $342 |
Additions from acquisitions and adjustments charged to revenue and expenses | 143 | 109 | 248 |
Write offs, net of recoveries | -210 | -38 | -78 |
Balance at end of period | $516 | $583 | $512 |
Note_1_Organization_Basis_of_P4
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Revenue Arrangements (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | 25-May-14 | Feb. 23, 2014 | Nov. 24, 2013 | Aug. 25, 2013 | 26-May-13 | Feb. 24, 2013 | Nov. 25, 2012 | Aug. 26, 2012 | 27-May-12 | Feb. 26, 2012 | Nov. 27, 2011 | Aug. 28, 2011 | 25-May-14 | 26-May-13 | 27-May-12 |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $120,929 | $126,379 | $120,026 | $109,479 | $107,113 | $117,867 | $114,654 | $102,074 | $82,617 | $80,064 | $81,570 | $73,301 | $476,813 | $441,708 | $317,552 |
Revenue Recorded Upon Shipment [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 398,938 | 359,518 | ' |
Revenue Recorded Upon Acceptance in Foreign Port [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 69,710 | 78,442 | ' |
Revenue from License Fees, R&D Contracts and Royalties/Profit Sharing [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,354 | 1,975 | ' |
Revenue from Multiple Element Arrangements [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,811 | $1,773 | ' |
Note_1_Organization_Basis_of_P5
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Components of Inventories (USD $) | 25-May-14 | 26-May-13 |
In Thousands, unless otherwise specified | ||
Components of Inventories [Abstract] | ' | ' |
Finished goods | $11,111 | $11,297 |
Raw materials | 10,376 | 9,290 |
Work in progress | 3,248 | 3,526 |
Inventories, net | $24,735 | $24,113 |
Note_1_Organization_Basis_of_P6
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Diluted Net Income Per Share (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Per Share data, unless otherwise specified | 25-May-14 | Feb. 23, 2014 | Nov. 24, 2013 | Aug. 25, 2013 | 26-May-13 | Feb. 24, 2013 | Nov. 25, 2012 | Aug. 26, 2012 | 27-May-12 | Feb. 26, 2012 | Nov. 27, 2011 | Aug. 28, 2011 | 25-May-14 | 26-May-13 | 27-May-12 |
Diluted Net Income Per Share [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income applicable to Common Stockholders (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $19,145 | $22,587 | $12,696 |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average shares for basic net income per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,628 | 25,830 | 25,849 |
Stock options and restricted stock units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 492 | 796 | 277 |
Weighted average shares for diluted net income per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,120 | 26,626 | 26,126 |
Diluted net income per share (in Dollars per share) | $0.17 | $0.24 | $0.13 | $0.18 | $0.17 | $0.18 | $0.34 | $0.17 | $0.11 | $0.18 | $0.13 | $0.07 | $0.71 | $0.85 | $0.49 |
Note_1_Organization_Basis_of_P7
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Stock-based Compensation Expense (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | 25-May-14 | 26-May-13 | 27-May-12 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' |
Stock-based compensation expense | $1,356 | $1,695 | $1,872 |
Research and Development Expense [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' |
Stock-based compensation expense | 39 | 718 | 530 |
Sales, General and Administrative [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' |
Stock-based compensation expense | 1,317 | 977 | 1,342 |
Employee Stock Option [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' |
Stock-based compensation expense | 558 | 788 | 1,046 |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' |
Stock-based compensation expense | $798 | $907 | $826 |
Note_1_Organization_Basis_of_P8
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Fair Value of Stock Option, Weighted Average Assumptions | 12 Months Ended | ||
25-May-14 | 26-May-13 | 27-May-12 | |
Fair Value of Stock Option, Weighted Average Assumptions [Abstract] | ' | ' | ' |
Expected life (in years) | '3 years 6 months | '3 years 277 days | '3 years 277 days |
Risk-free interest rate | 0.71% | 0.48% | 0.59% |
Volatility | 0.41% | 0.53% | 0.53% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Note_1_Organization_Basis_of_P9
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Significant Unobservable Inputs Used in Discounted Cash Flow Models | 12 Months Ended | |
25-May-14 | 26-May-13 | |
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Significant Unobservable Inputs Used in Discounted Cash Flow Models [Line Items] | ' | ' |
Annual consolidated revenue growth rates | 4.00% | ' |
Annual consolidated expense growth rates | 4.00% | ' |
Consolidated income tax rates | 15.00% | 15.00% |
Minimum [Member] | ' | ' |
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Significant Unobservable Inputs Used in Discounted Cash Flow Models [Line Items] | ' | ' |
Annual consolidated revenue growth rates | ' | 3.00% |
Annual consolidated expense growth rates | ' | 3.00% |
Consolidated discount rates | 16.00% | 18.00% |
Maximum [Member] | ' | ' |
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Significant Unobservable Inputs Used in Discounted Cash Flow Models [Line Items] | ' | ' |
Annual consolidated revenue growth rates | ' | 9.00% |
Annual consolidated expense growth rates | ' | 8.00% |
Consolidated discount rates | 22.00% | 28.00% |
Recovered_Sheet1
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Sensitiviy to Changes in Inputs and Assumptions Used in Discounted Cash Flow Models (USD $) | 25-May-14 |
In Thousands, unless otherwise specified | |
Sensitiviy to Changes in Inputs and Assumptions Used in Discounted Cash Flow Models [Abstract] | ' |
10% increase in revenue growth rates | $3,200 |
10% increase in expense growth rates | -2,300 |
10% increase in discount rates | ($1,500) |
Recovered_Sheet2
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Fair Value of Assets and Liabilities Measure on Recurring Basis (USD $) | 25-May-14 | 26-May-13 |
In Thousands, unless otherwise specified | ||
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Fair Value of Assets and Liabilities Measure on Recurring Basis [Line Items] | ' | ' |
Marketable securities | ' | $1,545 |
Total | ' | 1,545 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Fair Value of Assets and Liabilities Measure on Recurring Basis [Line Items] | ' | ' |
Interest rate swap | 44 | 163 |
Total | 44 | 163 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - Fair Value of Assets and Liabilities Measure on Recurring Basis [Line Items] | ' | ' |
Investment in private company | 39,600 | 29,600 |
Total | $39,600 | $29,600 |
Note_2_Acquisitions_Details
Note 2 - Acquisitions (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | |||||||
25-May-14 | 26-May-13 | 27-May-12 | 29-May-11 | Apr. 23, 2012 | Apr. 23, 2012 | Apr. 23, 2012 | Apr. 23, 2012 | 26-May-13 | 27-May-12 | Apr. 23, 2012 | |
Achieving Revenue Target [Member] | Exceeding Revenue Target [Member] | Revenue Target [Member] | GreenLine Holding Company [Member] | GreenLine Holding Company [Member] | GreenLine Holding Company [Member] | GreenLine Holding Company [Member] | |||||
GreenLine Holding Company [Member] | GreenLine Holding Company [Member] | GreenLine Holding Company [Member] | |||||||||
Note 2 - Acquisitions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Processing Plants | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | ' | ' | ' | $62,900,000 | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | ' | ' | ' | 4,000,000 | 3,000,000 | ' | ' | ' | ' | 7,000,000 |
Revenues | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' |
Business Combination, Contingent Consideration, Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,900,000 | ' |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | ' | -3,933,000 | 1,421,000 | ' | ' | ' | ' | ' | -3,900,000 | ' | ' |
Revenue, Net | 476,813,000 | 441,708,000 | 317,552,000 | ' | ' | ' | ' | ' | ' | 9,100,000 | ' |
Indefinite-lived Intangible Assets Acquired | ' | ' | ' | ' | ' | ' | ' | 36,000,000 | ' | ' | ' |
Finite-lived Intangible Assets Acquired | ' | ' | 43,500,000 | ' | ' | ' | ' | 7,500,000 | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | ' | ' | ' | ' | ' | ' | '13 years | ' | ' | ' |
Goodwill | 49,620,000 | 49,620,000 | 49,620,000 | 36,462,000 | ' | ' | ' | ' | ' | ' | 13,200,000 |
Business Combination, Acquisition Related Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,400,000 | ' |
Note_3_Sale_of_Landec_Ag_Detai
Note 3 - Sale of Landec Ag (Details) (USD $) | 0 Months Ended | 3 Months Ended |
Jun. 24, 2012 | Aug. 25, 2013 | |
Note 3 - Sale of Landec Ag (Details) [Line Items] | ' | ' |
Number of Licensing Agreements | 2 | ' |
Landec Ag LLC [Member] | ' | ' |
Note 3 - Sale of Landec Ag (Details) [Line Items] | ' | ' |
Proceeds from Divestiture of Businesses, Net of Cash Divested | $600,000 | ' |
Gain (Loss) on Disposition of Business | 400,000 | ' |
Disposal Group, Deferred Gain on Disposal | 300,000 | ' |
Amortization Period of Deferred Gain (Loss) on Divestiture of Investment | '7 years | ' |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | ' | $100,000 |
Note_4_Investments_in_Nonpubli1
Note 4 - Investments in Non-public Companies (Details) (USD $) | 12 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||
25-May-14 | 26-May-13 | 28-May-13 | 27-May-12 | Feb. 15, 2011 | Feb. 15, 2011 | Feb. 15, 2011 | Feb. 15, 2011 | 30-May-10 | 25-May-14 | 26-May-13 | Jul. 16, 2010 | Feb. 15, 2011 | 25-May-14 | 31-May-13 | 31-May-12 | 25-May-14 | 26-May-13 | 27-May-12 | Feb. 15, 2011 | |
Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Aesthetic Sciences [Member] | Aesthetic Sciences [Member] | Aesthetic Sciences [Member] | Aesthetic Sciences [Member] | Windset [Member] | Windset [Member] | Windset [Member] | Windset [Member] | Windset [Member] | Windset [Member] | Windset [Member] | Windset [Member] | |||||
Windset [Member] | Apio, Inc [Member] | Apio, Inc [Member] | Windset [Member] | |||||||||||||||||
Windset [Member] | Windset [Member] | |||||||||||||||||||
Note 4 - Investments in Non-public Companies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | $793,000 | $793,000 | $1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Other than Temporary Impairment Losses, Investments | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment in Non-Public Company Shares (in Shares) | ' | ' | ' | ' | 150,000 | ' | 201 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Investments | ' | ' | ' | ' | ' | 201 | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.10% |
Preferred Stock, Dividend Rate, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.50% | ' | ' | ' | ' | ' | ' | ' |
Dividends and Interest Paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | 1,100,000 | 1,100,000 | ' | ' | ' | ' |
Investment Income, Dividend | 1,125,000 | 1,125,000 | 1,125,000 | 1,125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | 1,100,000 | 1,100,000 | ' |
Change in Market Value of Investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000,000 | $8,100,000 | $5,800,000 | ' |
Note_5_License_Agreements_Deta
Note 5 - License Agreements (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||
Jun. 24, 2012 | Jun. 24, 2012 | Jun. 30, 2010 | Dec. 01, 2011 | Dec. 01, 2006 | 27-May-12 | Jun. 24, 2012 | Mar. 31, 2006 | 26-May-13 | |
First Four Years [Member] | Last Three Years [Member] | Apio, Inc [Member] | Monsanto [Member] | Monsanto [Member] | Monsanto [Member] | INCOTEC [Member] | Air Products and Chemicals, Inc. [Member] | Nitta Corporation [Member] | |
INCOTEC [Member] | INCOTEC [Member] | Windset [Member] | |||||||
Note 5 - License Agreements (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
License Agreement Term | ' | ' | ' | ' | '5 years | ' | '7 years | ' | ' |
Termination Fee | ' | ' | ' | $4,000,000 | ' | ' | ' | ' | ' |
Licenses Revenue | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' |
Royalty Percentage | 20.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' |
License Agreement Profit Percentage | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' |
Development Fee | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' |
Annual License Fee Percentage | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' |
Annual Minimum License Fees | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' |
Research and Development Arrangement, Contract to Perform for Others, Compensation Earned | ' | ' | ' | ' | ' | ' | ' | ' | $688,000 |
Note_6_Property_and_Equipment_1
Note 6 - Property and Equipment (Details) (USD $) | 12 Months Ended | ||
25-May-14 | 26-May-13 | 27-May-12 | |
Property, Plant and Equipment [Abstract] | ' | ' | ' |
Depreciation, Depletion and Amortization, Nonproduction | $6,200,000 | $6,300,000 | $5,300,000 |
Capital Leases, Balance Sheet, Assets by Major Class, Net | 0 | 0 | ' |
Capitalized Computer Software, Amortization | 189,000 | 160,000 | 136,000 |
Capitalized Computer Software, Net | $1,100,000 | $343,000 | ' |
Note_6_Property_and_Equipment_2
Note 6 - Property and Equipment (Details) - Components of Property and Equipment (USD $) | 25-May-14 | 26-May-13 | 25-May-14 | 26-May-13 | 25-May-14 | 25-May-14 | 25-May-14 | 26-May-13 | 25-May-14 | 25-May-14 | 25-May-14 | 26-May-13 | 25-May-14 | 25-May-14 | 25-May-14 | 26-May-13 | 25-May-14 | 25-May-14 | 25-May-14 | 26-May-13 |
In Thousands, unless otherwise specified | Land and Building [Member] | Land and Building [Member] | Land and Building [Member] | Land and Building [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Computer, Capitalized Software, Machinery, Equipment and Auto [Member] | Computer, Capitalized Software, Machinery, Equipment and Auto [Member] | Computer, Capitalized Software, Machinery, Equipment and Auto [Member] | Computer, Capitalized Software, Machinery, Equipment and Auto [Member] | Furniture and Fixtures [Member] | Furniture and Fixtures [Member] | Furniture and Fixtures [Member] | Furniture and Fixtures [Member] | Construction in Progress [Member] | Construction in Progress [Member] | ||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Years of useful life | ' | ' | ' | ' | '15 years | '40 years | ' | ' | '3 years | '20 years | ' | ' | '3 years | '20 years | ' | ' | '3 years | '7 years | ' | ' |
Gross property and equipment | $118,971 | $104,743 | $56,378 | $52,527 | ' | ' | $1,079 | $1,029 | ' | ' | $53,715 | $44,583 | ' | ' | $824 | $766 | ' | ' | $6,975 | $5,838 |
Less accumulated depreciation and amortization | -44,831 | -38,932 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net property and equipment | $74,140 | $65,811 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_7_Intangible_Assets_Detai
Note 7 - Intangible Assets (Details) (USD $) | 25-May-14 | 26-May-13 | 25-May-14 | 26-May-13 | 25-May-14 | 25-May-14 | 25-May-14 | 26-May-13 | 25-May-14 | 25-May-14 |
Trademarks and Trade Names [Member] | Trademarks and Trade Names [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Lifecore [Member] | Apio, Inc [Member] | |||
Lifecore [Member] | Apio, Inc [Member] | |||||||||
Note 7 - Intangible Assets (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Accumulated Amortization | ' | ' | $872,000 | $872,000 | ' | ' | $2,500,000 | $1,600,000 | ' | ' |
Goodwill, Impaired, Accumulated Impairment Loss | 4,800,000 | 4,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Customer Relationships, Gross | ' | ' | ' | ' | ' | ' | ' | ' | 3,700,000 | 7,500,000 |
Finite-Lived Intangible Asset, Useful Life | ' | ' | ' | ' | '12 years | '13 years | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 885,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 885,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 885,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 885,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $885,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_7_Intangible_Assets_Detai1
Note 7 - Intangible Assets (Details) - Goodwill (USD $) | 12 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | 27-May-12 | 25-May-14 | 26-May-13 | 27-May-12 | 25-May-14 | 26-May-13 | 25-May-14 | 26-May-13 | 27-May-12 | 29-May-11 |
Food Products Technology [Member] | Food Products Technology [Member] | Food Products Technology [Member] | HA-based Biomaterials [Member] | HA-based Biomaterials [Member] | HA-based Biomaterials [Member] | HA-based Biomaterials [Member] | ||||
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | $36,462 | $49,620 | $49,620 | $22,581 | $35,739 | $35,739 | $13,881 | $13,881 | $13,881 | $13,881 |
Goodwill acquired during the period | 13,158 | ' | ' | 13,158 | ' | ' | ' | ' | ' | ' |
Balance | $49,620 | $49,620 | $49,620 | $35,739 | $35,739 | $35,739 | $13,881 | $13,881 | $13,881 | $13,881 |
Note_7_Intangible_Assets_Detai2
Note 7 - Intangible Assets (Details) - Other Intangible Assets (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | 25-May-14 | 26-May-13 | 27-May-12 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Balance | $58,034 | $58,985 | $15,794 |
Acquired during the period | ' | ' | 43,500 |
Amortization expense | -886 | -951 | -309 |
Balance | 57,148 | 58,034 | 58,985 |
Trademarks and Trade Names [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Balance | ' | ' | 12,428 |
Acquired during the period | ' | ' | 36,000 |
Balance | 48,428 | 48,428 | 48,428 |
Customer Relationships [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Balance | 9,606 | 10,557 | 3,366 |
Acquired during the period | ' | ' | 7,500 |
Amortization expense | -886 | -951 | -309 |
Balance | $8,720 | $9,606 | $10,557 |
Note_8_Stockholders_Equity_Det
Note 8 - Stockholders' Equity (Details) (USD $) | 12 Months Ended | |||||
25-May-14 | 26-May-13 | 27-May-12 | 23-May-14 | 29-May-11 | Jul. 14, 2010 | |
Note 8 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Common Stock, Voting Rights | 'one | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | 2,000,000 | ' | ' | ' | ' | ' |
Preferred Stock, Shares Outstanding | 0 | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | 2,000,000 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,000,000 | 422,977 | 449,643 | ' | 640,976 | ' |
Shares Paid for Tax Withholding for Share Based Compensation | 47,573 | 145,159 | 326,954 | ' | ' | ' |
Payments Related to Tax Withholding for Share-based Compensation (in Dollars) | $1,271,000 | $49,000 | $260,000 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award Options Vested Outstanding Number | 984,610 | 1,262,934 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 231,250 | 76,958 | ' | ' | ' | ' |
Share Price (in Dollars per share) | ' | ' | ' | $12.01 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 852,916 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value (in Dollars) | 2,300,000 | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | 2,000,000 | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '1 year 328 days | ' | ' | ' | ' | ' |
Stock Repurchase Program, Authorized Amount (in Dollars) | ' | ' | ' | ' | ' | 10,000,000 |
Stock Repurchased and Retired During Period, Shares | ' | ' | 917,244 | ' | ' | ' |
Stock Repurchased and Retired During Period, Value (in Dollars) | ' | ' | $5,000,000 | ' | ' | ' |
Director [Member] | ' | ' | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Share-based Goods and Nonemployee Services Transaction, Shares Approved for Issuance | 30,000 | ' | ' | ' | ' | ' |
Employee Stock Option [Member] | ' | ' | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,215,860 | 1,339,892 | 2,046,432 | ' | 2,318,753 | ' |
Employee Stock Option [Member] | Maximum [Member] | 2013 Stock Incentive Plan [Member] | ' | ' | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ' | ' | ' | ' | ' |
Stock Grants and Stock Units [Member] | Maximum [Member] | 2013 Stock Incentive Plan [Member] | ' | ' | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 | ' | ' | ' | ' | ' |
Stock Appreciation Rights (SARs) [Member] | Maximum [Member] | 2013 Stock Incentive Plan [Member] | ' | ' | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ' | ' | ' | ' | ' |
Optionee First Becomes Non-Employee Director [Member] | 1995 Directors' Stock Option Plan [Member] | ' | ' | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Shares Purchasable with Nonstatutory Stock Option | 20,000 | ' | ' | ' | ' | ' |
Served on Board of Directors for at Least Six Months [Member] | 1995 Directors' Stock Option Plan [Member] | ' | ' | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Shares Purchasable with Nonstatutory Stock Option | 10,000 | ' | ' | ' | ' | ' |
2013 Stock Incentive Plan [Member] | ' | ' | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,000,000 | ' | ' | ' | ' | ' |
2009 Stock Incentive Plan [Member] | ' | ' | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,900,000 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options and Non-Option Equity Instruments, Outstanding, Number | 1,000,000 | ' | ' | ' | ' | ' |
2005 Stock Incentive Plan [Member] | ' | ' | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 861,038 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 283,250 | ' | ' | ' | ' | ' |
Note_8_Stockholders_Equity_Det1
Note 8 - Stockholders' Equity (Details) - Stock-based Compensation Activity (USD $) | 12 Months Ended | ||
25-May-14 | 26-May-13 | 27-May-12 | |
Note 8 - Stockholders' Equity (Details) - Stock-based Compensation Activity [Line Items] | ' | ' | ' |
RSUs and options available for grant | 422,977 | 449,643 | 640,976 |
Weighted average exercise price (in Dollars per share) | $12.80 | $6.72 | ' |
Additional shares reserved | 2,000,000 | ' | ' |
RSUs and options, granted | -420,131 | -26,666 | -191,333 |
RSUs and options, plan shares expired | -2,846 | ' | ' |
RSUs and options available for grant | 2,000,000 | 422,977 | 449,643 |
Weighted average exercise price (in Dollars per share) | $14.15 | $12.80 | $6.72 |
Restricted Stock [Member] | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) - Stock-based Compensation Activity [Line Items] | ' | ' | ' |
Restricted shares outstanding | 95,330 | 348,166 | 415,085 |
Weighted average grant date fair value (in Dollars per share) | $6.52 | $5.93 | $5.96 |
Restricted shares, granted | 128,631 | 6,666 | 47,833 |
Weighted average grant date fair value, granted (in Dollars per share) | $14.30 | $9.01 | $6.67 |
Restricted shares, awarded/exercised | -62,499 | -231,086 | -111,252 |
Weighted average grant date fair value, awarded/exercised (in Dollars per share) | $6.18 | $5.74 | $6.36 |
Restricted shares, forfeited | -12,162 | -28,416 | -3,500 |
Weighted average grant date fair value, forfeited (in Dollars per share) | $8.86 | $6.20 | $5.84 |
Restricted shares outstanding | 149,300 | 95,330 | 348,166 |
Weighted average grant date fair value (in Dollars per share) | $13.17 | $6.52 | $5.93 |
Employee Stock Option [Member] | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) - Stock-based Compensation Activity [Line Items] | ' | ' | ' |
Stock options outstanding | 1,339,892 | 2,046,432 | 2,318,753 |
Weighted average exercise price (in Dollars per share) | $6.58 | $6.50 | $6.34 |
Stock options, granted | 291,500 | 20,000 | 143,500 |
Weighted average exercise price, granted (in Dollars per share) | $14.30 | $9.01 | $6.67 |
Stock options, awarded/exercised | -398,080 | -671,563 | -371,727 |
Weighted average exercise price, awarded/exercised (in Dollars per share) | $6.45 | $6.30 | $5.40 |
Stock options, forfeited | -12,452 | -44,977 | -5,657 |
Weighted average exercise price, forfeited (in Dollars per share) | $6.66 | $6.34 | $5.76 |
Stock options, plan shares expired | -5,000 | -10,000 | -38,437 |
Weighted average exercise price, plan shares expired (in Dollars per share) | $13.32 | $13.32 | $8.23 |
Stock options outstanding | 1,215,860 | 1,339,892 | 2,046,432 |
Weighted average exercise price (in Dollars per share) | $8.45 | $6.58 | $6.50 |
Note_8_Stockholders_Equity_Det2
Note 8 - Stockholders' Equity (Details) - Stock Options Outstanding and Exercisable (USD $) | 25-May-14 | 26-May-13 | 27-May-12 | 25-May-14 | 25-May-14 | 25-May-14 | 25-May-14 | 25-May-14 |
In Thousands, except Share data, unless otherwise specified | Range 1 [Member] | Range 2 [Member] | Range 3 [Member] | Range 4 [Member] | Range 5 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price, lower limit | ' | ' | ' | $5.63 | $5.65 | $6.35 | $8.19 | $5.63 |
Exercise price, upper limit | ' | ' | ' | $5.63 | $6.22 | $7.50 | $14.30 | $14.30 |
Number of shares outstanding (in Shares) | ' | ' | ' | 287,219 | 321,085 | 230,056 | 377,500 | 1,215,860 |
Weighted average remaining contractual life | ' | ' | ' | '3 years 3 days | '2 years 229 days | '2 years 229 days | '5 years 10 days | '3 years 167 days |
Weighted average exercise price, options oustanding | $14.15 | $12.80 | $6.72 | $5.63 | $6.15 | $6.76 | $13.58 | $8.45 |
Aggregate intrinsic value, options oustanding (in Dollars) | ' | ' | ' | $1,832,457 | $1,881,142 | $1,207,945 | $136,400 | $5,057,944 |
Number of shares exercisable (in Shares) | ' | ' | ' | 287,219 | 321,085 | 214,612 | 161,694 | 984,610 |
Weighted average exercise price, options exercisable | ' | ' | ' | $5.63 | $6.15 | $6.77 | $12.94 | $7.25 |
Aggregate intrinsic value, options exercisable (in Dollars) | ' | ' | ' | $1,832,457 | $1,881,142 | $1,125,386 | $106,400 | $4,945,385 |
Note_8_Stockholders_Equity_Det3
Note 8 - Stockholders' Equity (Details) - Vested and Expected to Vest Option Awards (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | 25-May-14 | 26-May-13 |
Vested and Expected to Vest Option Awards [Abstract] | ' | ' |
Vested | 984,610 | 1,262,934 |
Vested | $7.25 | ' |
Vested | '2 years 321 days | ' |
Vested | $4,945,385 | ' |
Expected to vest | 226,625 | ' |
Expected to vest | $13.56 | ' |
Expected to vest | '5 years 339 days | ' |
Expected to vest | 110,308 | ' |
Total | 1,211,235 | ' |
Total | $8.43 | ' |
Total | '3 years 164 days | ' |
Total | $5,055,693 | ' |
Note_9_Debt_Details
Note 9 - Debt (Details) (USD $) | 25-May-14 | 28-May-13 | 26-May-13 | 23-May-12 | 25-May-14 | 26-May-13 | 23-May-12 | 23-May-12 | 25-May-14 | 26-May-13 | 23-May-12 | 23-May-12 | 25-May-14 | 25-May-14 | 25-May-14 | Apr. 23, 2012 | Apr. 23, 2012 | 25-May-14 | 26-May-13 | 25-May-14 | 26-May-13 |
GE Debt Agreements [Member] | GE Debt Agreements [Member] | Working Capital Line of Credit [Member] | Working Capital Line of Credit [Member] | Working Capital Line of Credit [Member] | Working Capital Line of Credit [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Remarketing Fee [Member] | Annual Fees [Member] | London Interbank Offered Rate (LIBOR) [Member] | Apio, Inc [Member] | Apio, Inc [Member] | Apio, Inc [Member] | Lifecore [Member] | Lifecore [Member] | |||||
London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | Apio, Inc [Member] | |||||||||||||||||||
Note 9 - Debt (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Expiration Period | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | $10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | $25,000,000 | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | 1.85% | ' | ' | ' | 2.00% | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' |
Line of Credit Facility, Remaining Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | 7,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | 19,800,000 | ' | ' | ' |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' |
Long-term Line of Credit | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | 0 | 4,000,000 | ' | ' |
Minimum Fixed Charge Coverage Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.1 | ' | 1.1 | ' |
Minimum Fixed Charge Coverage Ratio Threshold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | ' |
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | ' | ' | ' | ' | 964,000 | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98,000 | 149,000 |
Number of Financing Agreements | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt | 34,372,000 | ' | 40,305,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of Credit Outstanding, Amount | ' | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum Quick Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1.25 | ' |
Minimum Tangible Net Worth | ' | $29,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual Re-Marketing Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.13% | ' | ' | ' | ' | ' | ' | ' |
Annual Letter of Credit Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' |
Note_9_Debt_Details_Longterm_D
Note 9 - Debt (Details) - Long-term Debt (USD $) | 25-May-14 | 26-May-13 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Debt balance | $34,372 | $40,305 |
Less current portion | -6,055 | -5,933 |
Long-term portion | 28,317 | 34,372 |
Real Estate Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt balance | 16,137 | 17,065 |
Capital Equipment Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt balance | 9,430 | 11,080 |
Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt balance | 6,000 | 9,000 |
Industrial Revenue Bonds [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt balance | $2,805 | $3,160 |
Note_9_Debt_Details_Longterm_D1
Note 9 - Debt (Details) - Long-term Debt (Parentheticals) (USD $) | 12 Months Ended | |
25-May-14 | 26-May-13 | |
Real Estate Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Monthly principal and interest payments (in Dollars) | $133,060,000 | $133,060,000 |
Fixed interest rate | 4.02% | 4.02% |
Capital Equipment Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Monthly principal and interest payments (in Dollars) | 175,356,000 | 175,356,000 |
Fixed interest rate | 4.39% | 4.39% |
Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Monthly payments (in Dollars) | $250,000,000 | $250,000,000 |
Variable interest rate | 2.00% | 2.00% |
Industrial Revenue Bonds [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Variable interest rate | 0.28% | 0.38% |
Note_9_Debt_Details_Future_Min
Note 9 - Debt (Details) - Future Minimum Principal Payments of Debt (USD $) | 25-May-14 | 26-May-13 |
In Thousands, unless otherwise specified | ||
Note 9 - Debt (Details) - Future Minimum Principal Payments of Debt [Line Items] | ' | ' |
FY 2015 | $6,055 | ' |
FY 2016 | 6,181 | ' |
FY 2017 | 3,318 | ' |
FY 2018 | 3,456 | ' |
FY 2019 | 3,599 | ' |
Thereafter | 11,763 | ' |
Total | 34,372 | 40,305 |
Real Estate Loan [Member] | ' | ' |
Note 9 - Debt (Details) - Future Minimum Principal Payments of Debt [Line Items] | ' | ' |
FY 2015 | 965 | ' |
FY 2016 | 1,005 | ' |
FY 2017 | 1,046 | ' |
FY 2018 | 1,089 | ' |
FY 2019 | 1,134 | ' |
Thereafter | 10,898 | ' |
Total | 16,137 | 17,065 |
Capital Equipment Loan [Member] | ' | ' |
Note 9 - Debt (Details) - Future Minimum Principal Payments of Debt [Line Items] | ' | ' |
FY 2015 | 1,725 | ' |
FY 2016 | 1,801 | ' |
FY 2017 | 1,882 | ' |
FY 2018 | 1,967 | ' |
FY 2019 | 2,055 | ' |
Total | 9,430 | 11,080 |
Term Loan [Member] | ' | ' |
Note 9 - Debt (Details) - Future Minimum Principal Payments of Debt [Line Items] | ' | ' |
FY 2015 | 3,000 | ' |
FY 2016 | 3,000 | ' |
Total | 6,000 | 9,000 |
Industrial Revenue Bonds [Member] | ' | ' |
Note 9 - Debt (Details) - Future Minimum Principal Payments of Debt [Line Items] | ' | ' |
FY 2015 | 365 | ' |
FY 2016 | 375 | ' |
FY 2017 | 390 | ' |
FY 2018 | 400 | ' |
FY 2019 | 410 | ' |
Thereafter | 865 | ' |
Total | $2,805 | $3,160 |
Note_10_Derivative_Financial_I1
Note 10 - Derivative Financial Instruments (Details) (USD $) | 0 Months Ended | 1 Months Ended | ||
23-May-12 | 30-May-10 | 25-May-14 | 26-May-13 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ' | ' | ' |
Derivative Asset, Notional Amount | ' | $20,000,000 | ' | ' |
Interest Rate Swap Term | ' | '5 years | ' | ' |
Derivative, Swaption Interest Rate | ' | 4.24% | ' | ' |
Derivative, Notional Amount | ' | 20,000,000 | ' | ' |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 347,000 | ' | ' | ' |
Derivative Liability, Fair Value, Gross Liability | ' | ' | $44,000 | $163,000 |
Note_11_Income_Taxes_Details
Note 11 - Income Taxes (Details) (USD $) | 12 Months Ended | |||
25-May-14 | 26-May-13 | 27-May-12 | 29-May-11 | |
Note 11 - Income Taxes (Details) [Line Items] | ' | ' | ' | ' |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% | ' |
Effective Income Tax Rate Reconciliation, Percent | 36.00% | 30.00% | 36.00% | ' |
Decrease in Net Income Before Taxes | 7.00% | ' | ' | ' |
Increase in Net Income Before Taxes | ' | 59.00% | ' | ' |
Deferred Tax Assets, Valuation Allowance | $881,000 | $783,000 | ' | ' |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 99,000 | ' | ' | ' |
Unrecognized Tax Benefits | 1,035,000 | 998,000 | 766,000 | 760,000 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 817,000 | 807,000 | ' | ' |
Domestic Tax Authority [Member] | ' | ' | ' | ' |
Note 11 - Income Taxes (Details) [Line Items] | ' | ' | ' | ' |
Operating Loss Carryforwards | 8,300,000 | ' | ' | ' |
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | CALIFORNIA | ' | ' | ' | ' |
Note 11 - Income Taxes (Details) [Line Items] | ' | ' | ' | ' |
Deferred Tax Asset Recorded to Additional Paid In Capital | 1,100,000 | ' | ' | ' |
State and Local Jurisdiction [Member] | CALIFORNIA | ' | ' | ' | ' |
Note 11 - Income Taxes (Details) [Line Items] | ' | ' | ' | ' |
Operating Loss Carryforwards | 1,700,000 | ' | ' | ' |
Deferred Tax Asset Recorded to Additional Paid In Capital | 915,000 | ' | ' | ' |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 1,600,000 | ' | ' | ' |
State and Local Jurisdiction [Member] | INDIANA | ' | ' | ' | ' |
Note 11 - Income Taxes (Details) [Line Items] | ' | ' | ' | ' |
Operating Loss Carryforwards | 6,700,000 | ' | ' | ' |
State and Local Jurisdiction [Member] | ' | ' | ' | ' |
Note 11 - Income Taxes (Details) [Line Items] | ' | ' | ' | ' |
Operating Loss Carryforwards | $14,700,000 | ' | ' | ' |
Note_11_Income_Taxes_Details_P
Note 11 - Income Taxes (Details) - Provision for Income Taxes (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | 25-May-14 | 26-May-13 | 28-May-13 | 27-May-12 |
Provision for Income Taxes [Abstract] | ' | ' | ' | ' |
Federal | $4,785 | $2,808 | ' | $4,597 |
State | 157 | -18 | ' | -586 |
Foreign | 56 | 56 | ' | 56 |
Total | 4,998 | 2,846 | ' | 4,067 |
Deferred: | ' | ' | ' | ' |
Federal | 5,059 | 6,218 | ' | 2,641 |
State | 526 | 388 | ' | 477 |
Total | 5,605 | 6,511 | ' | 3,283 |
Income tax expense | $10,583 | $9,452 | $9,452 | $7,185 |
Note_11_Income_Taxes_Details_I
Note 11 - Income Taxes (Details) - Income Tax Rate Reconcilliation (USD $) | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | 25-May-14 | 26-May-13 | 28-May-13 | 27-May-12 | |||
Income Tax Rate Reconcilliation [Abstract] | ' | ' | ' | ' | |||
Provision at U.S. statutory rate (1) | $10,405 | [1] | $11,214 | [1] | ' | $6,958 | [1] |
State income taxes, net of federal benefit | 711 | 731 | ' | 451 | |||
Change in valuation allowance | 99 | 370 | ' | 1 | |||
Tax-exempt interest | ' | ' | ' | -40 | |||
Tax credit carryforwards | -378 | -801 | ' | -368 | |||
Transaction costs | ' | ' | ' | 322 | |||
Domestic manufacturing deduction | -406 | -172 | ' | -208 | |||
Change in value of contingent consideration | ' | -1,450 | ' | ' | |||
Other | 152 | -440 | ' | 69 | |||
Total | $10,583 | $9,452 | $9,452 | $7,185 | |||
[1] | Statutory rate was 35% for fiscal years 2014, 2013 and 2012. |
Note_11_Income_Taxes_Details_D
Note 11 - Income Taxes (Details) - Deferred Tax Assets and Liabilities (USD $) | 25-May-14 | 26-May-13 |
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $3,630,000 | $3,853,000 |
Accruals and reserves | 1,746,000 | 1,388,000 |
Stock-based compensation | 723,000 | 621,000 |
Research and AMT credit carryforwards | 495,000 | 486,000 |
Other | 545,000 | 450,000 |
Gross deferred tax assets | 7,139,000 | 6,798,000 |
Valuation allowance | -881,000 | -783,000 |
Net deferred tax assets | 6,258,000 | 6,015,000 |
Deferred tax liabilities: | ' | ' |
Basis difference in investment in non-public company | -9,270,000 | -5,505,000 |
Depreciation and amortization | -5,705,000 | -5,822,000 |
Goodwill and other indefinite life intangibles | -19,360,000 | -17,160,000 |
Deferred tax liabilities | -34,335,000 | -28,487,000 |
Net deferred tax liabilities | ($28,077,000) | ($22,472,000) |
Note_11_Income_Taxes_Details_U
Note 11 - Income Taxes (Details) - Unrecognized Tax Benefits (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | 25-May-14 | 26-May-13 | 27-May-12 |
Unrecognized Tax Benefits [Abstract] | ' | ' | ' |
Unrecognized tax benefits b beginning of the period | $998 | $766 | $760 |
Gross increases b tax positions in prior period | 7 | 103 | 1 |
Gross decreases b tax positions in prior period | -48 | ' | -1 |
Gross increases b current-period tax positions | 78 | 129 | 246 |
Lapse of statute of limitations | ' | ' | -240 |
Unrecognized tax benefits b end of the period | $1,035 | $998 | $766 |
Note_12_Commitments_and_Contin2
Note 12 - Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
25-May-14 | 26-May-13 | 27-May-12 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Operating Leases, Rent Expense | $4,400,000 | $4,800,000 | $1,500,000 |
Accrued Bonuses | 656,000 | 548,000 | ' |
Purchase Commitment, Remaining Minimum Amount Committed | 5,000,000 | ' | ' |
Payment on Purchase Commitments | $7,100,000 | ' | ' |
Note_12_Commitments_and_Contin3
Note 12 - Commitments and Contingencies (Details) - Future Minimum Lease Payments Under Operating Leases, Excluding Land Leases (USD $) | 25-May-14 |
In Thousands, unless otherwise specified | |
Future Minimum Lease Payments Under Operating Leases, Excluding Land Leases [Abstract] | ' |
FY2015 | $2,916 |
FY2016 | 2,720 |
FY2017 | 2,225 |
FY2018 | 1,375 |
FY2019 | 929 |
Thereafter | 873 |
Total | $11,038 |
Note_13_Employee_Savings_and_I1
Note 13 - Employee Savings and Investment Plans (Details) (USD $) | 12 Months Ended | ||
25-May-14 | 26-May-13 | 27-May-12 | |
Note 13 - Employee Savings and Investment Plans (Details) [Line Items] | ' | ' | ' |
Defined Contribution Plan Percent of Employee Contributions Matched by Employer | 67.00% | ' | ' |
Defined Contribution Plan, Employer Discretionary Contribution Amount (in Dollars) | $1,100,000 | $939,000 | $789,000 |
Maximum Contribution for Employer Match [Member] | ' | ' | ' |
Note 13 - Employee Savings and Investment Plans (Details) [Line Items] | ' | ' | ' |
Defined Contribution Plans Employee Contributions Eligible for Employer Match | 6.00% | ' | ' |
Minimum [Member] | ' | ' | ' |
Note 13 - Employee Savings and Investment Plans (Details) [Line Items] | ' | ' | ' |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 1.00% | ' | ' |
Maximum [Member] | ' | ' | ' |
Note 13 - Employee Savings and Investment Plans (Details) [Line Items] | ' | ' | ' |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 50.00% | ' | ' |
Note_14_Business_Segment_Repor2
Note 14 - Business Segment Reporting (Details) | 12 Months Ended |
25-May-14 | |
Segment Reporting [Abstract] | ' |
Number of Operating Segments | 3 |
Note_14_Business_Segment_Repor3
Note 14 - Business Segment Reporting (Details) - Sales by Geograhic Area (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | 25-May-14 | 26-May-13 | 27-May-12 |
CANADA | ' | ' | ' |
Note 14 - Business Segment Reporting (Details) - Sales by Geograhic Area [Line Items] | ' | ' | ' |
Segment sales | $46.60 | $27.80 | $20.80 |
TAIWAN, PROVINCE OF CHINA | ' | ' | ' |
Note 14 - Business Segment Reporting (Details) - Sales by Geograhic Area [Line Items] | ' | ' | ' |
Segment sales | 30.7 | 31 | 22.7 |
BELGIUM | ' | ' | ' |
Note 14 - Business Segment Reporting (Details) - Sales by Geograhic Area [Line Items] | ' | ' | ' |
Segment sales | 13.1 | 16.6 | 15.6 |
JAPAN | ' | ' | ' |
Note 14 - Business Segment Reporting (Details) - Sales by Geograhic Area [Line Items] | ' | ' | ' |
Segment sales | 9.9 | 10.6 | 11.1 |
INDONESIA | ' | ' | ' |
Note 14 - Business Segment Reporting (Details) - Sales by Geograhic Area [Line Items] | ' | ' | ' |
Segment sales | 9.6 | 21 | 23 |
CHINA | ' | ' | ' |
Note 14 - Business Segment Reporting (Details) - Sales by Geograhic Area [Line Items] | ' | ' | ' |
Segment sales | 8.2 | 5 | 4.3 |
All Other Countries [Member] | ' | ' | ' |
Note 14 - Business Segment Reporting (Details) - Sales by Geograhic Area [Line Items] | ' | ' | ' |
Segment sales | $19.10 | $20.80 | $17 |
Note_14_Business_Segment_Repor4
Note 14 - Business Segment Reporting (Details) - Operations by Business Segment (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||
In Thousands, unless otherwise specified | 25-May-14 | Feb. 23, 2014 | Nov. 24, 2013 | Aug. 25, 2013 | 26-May-13 | Feb. 24, 2013 | Nov. 25, 2012 | Aug. 26, 2012 | 27-May-12 | Feb. 26, 2012 | Nov. 27, 2011 | Aug. 28, 2011 | 25-May-14 | 26-May-13 | 28-May-13 | 27-May-12 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $476,813 | $441,708 | ' | $317,552 |
International sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 137,246 | 132,766 | ' | 114,486 |
Gross profit | 16,143 | 20,155 | 13,734 | 12,532 | 13,030 | 17,508 | 18,459 | 13,763 | 14,706 | 13,172 | 13,010 | 11,250 | 62,564 | 62,760 | ' | 52,138 |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,145 | 22,587 | ' | 12,696 |
Identifiable assets | 313,623 | ' | ' | ' | 290,942 | ' | ' | ' | 277,692 | ' | ' | ' | 313,623 | 290,942 | ' | 277,692 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,114 | 7,295 | 7,295 | 5,621 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,886 | 8,877 | 8,877 | 5,371 |
Dividend Income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,125 | 1,125 | 1,125 | 1,125 |
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 260 | 179 | 179 | 180 |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,650 | 2,008 | 2,008 | 929 |
Income tax expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,583 | 9,452 | 9,452 | 7,185 |
Food Products Technology [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 360,728 | 320,447 | ' | 207,582 |
International sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,224 | 27,532 | ' | 20,528 |
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,318 | 37,077 | ' | 25,237 |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,041 | 20,526 | ' | 17,527 |
Identifiable assets | 196,257 | ' | ' | ' | 180,104 | ' | ' | ' | 169,541 | ' | ' | ' | 196,257 | 180,104 | ' | 169,541 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,751 | ' | 4,761 | 3,191 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,950 | ' | 5,598 | 2,498 |
Dividend Income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,125 | ' | 1,125 | 1,125 |
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12 | ' | 42 | 30 |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,402 | ' | 1,707 | 178 |
Income tax expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33 | ' | 3,399 | ' |
Food Export [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 69,827 | 78,568 | ' | 71,485 |
International sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 69,710 | 78,442 | ' | 71,054 |
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,340 | 5,274 | ' | 4,900 |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,973 | 1,660 | ' | 2,269 |
Identifiable assets | 25,391 | ' | ' | ' | 21,737 | ' | ' | ' | 18,425 | ' | ' | ' | 25,391 | 21,737 | ' | 18,425 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' | 4 | 7 |
Income tax expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | 339 | ' |
HA-based Biomaterials [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,704 | 41,281 | ' | 34,283 |
International sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,312 | 26,792 | ' | 22,904 |
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,456 | 19,102 | ' | 17,994 |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,695 | 6,835 | ' | 7,672 |
Identifiable assets | 85,858 | ' | ' | ' | 80,940 | ' | ' | ' | 81,927 | ' | ' | ' | 85,858 | 80,940 | ' | 81,927 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,221 | ' | 2,379 | 2,242 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,877 | ' | 3,190 | 2,798 |
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 242 | ' | 137 | 129 |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 248 | ' | 301 | 751 |
Income tax expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17 | ' | 1,400 | ' |
Corporate Segment [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 554 | 1,412 | ' | 4,202 |
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450 | 1,307 | ' | 4,007 |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -11,564 | -6,434 | ' | -14,772 |
Identifiable assets | 6,117 | ' | ' | ' | 8,161 | ' | ' | ' | 7,799 | ' | ' | ' | 6,117 | 8,161 | ' | 7,799 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 136 | ' | 151 | 181 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59 | ' | 89 | 75 |
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' | ' | 21 |
Income tax expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,530 | ' | $4,314 | $7,185 |
Note_15_Quarterly_Consolidated2
Note 15 - Quarterly Consolidated Financial Information (unaudited) (Details) - Summary of Unaudited Quarterly Results of Operations (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Per Share data, unless otherwise specified | 25-May-14 | Feb. 23, 2014 | Nov. 24, 2013 | Aug. 25, 2013 | 26-May-13 | Feb. 24, 2013 | Nov. 25, 2012 | Aug. 26, 2012 | 27-May-12 | Feb. 26, 2012 | Nov. 27, 2011 | Aug. 28, 2011 | 25-May-14 | 26-May-13 | 27-May-12 |
Summary of Unaudited Quarterly Results of Operations [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $120,929 | $126,379 | $120,026 | $109,479 | $107,113 | $117,867 | $114,654 | $102,074 | $82,617 | $80,064 | $81,570 | $73,301 | $476,813 | $441,708 | $317,552 |
Gross profit | 16,143 | 20,155 | 13,734 | 12,532 | 13,030 | 17,508 | 18,459 | 13,763 | 14,706 | 13,172 | 13,010 | 11,250 | 62,564 | 62,760 | 52,138 |
Net income | $4,542 | $6,400 | $3,451 | $4,752 | $4,519 | $4,789 | $8,913 | $4,366 | $2,779 | $4,765 | $3,340 | $1,812 | $19,145 | $22,587 | $12,696 |
Net income per basic share (in Dollars per share) | $0.17 | $0.24 | $0.13 | $0.18 | $0.17 | $0.19 | $0.35 | $0.17 | $0.11 | $0.19 | $0.13 | $0.07 | $0.72 | $0.87 | $0.49 |
Net income per diluted share (in Dollars per share) | $0.17 | $0.24 | $0.13 | $0.18 | $0.17 | $0.18 | $0.34 | $0.17 | $0.11 | $0.18 | $0.13 | $0.07 | $0.71 | $0.85 | $0.49 |
Note_16_Subsequent_Events_Deta
Note 16 - Subsequent Events (Details) (USD $) | Jul. 15, 2014 | Feb. 15, 2011 | Feb. 15, 2011 | Feb. 15, 2011 | Jul. 15, 2014 | Feb. 15, 2011 | Jul. 17, 2014 | Jul. 16, 2014 | Jul. 17, 2014 | Jul. 16, 2014 | Jul. 15, 2014 | Jul. 15, 2014 | Apr. 23, 2012 | Apr. 23, 2012 | Feb. 15, 2011 |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | London Interbank Offered Rate (LIBOR) [Member] | Apio, Inc [Member] | Windset [Member] | |
Subsequent Event [Member] | Apio, Inc [Member] | Apio, Inc [Member] | Windset [Member] | Subsequent Event [Member] | Windset [Member] | Capital Equipment Loan [Member] | Capital Equipment Loan [Member] | Capital Equipment Loan [Member] | Capital Equipment Loan [Member] | Apio, Inc [Member] | Apio, Inc [Member] | Apio, Inc [Member] | |||
Apio, Inc [Member] | Windset [Member] | Windset [Member] | Apio, Inc [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | Apio, Inc [Member] | Apio, Inc [Member] | Windset [Member] | Windset [Member] | ||||||
Windset [Member] | Windset [Member] | Apio, Inc [Member] | Apio, Inc [Member] | ||||||||||||
Note 16 - Subsequent Events (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment in Non-Public Company Shares | 68 | ' | 201 | ' | 15,857 | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Investments | ' | $201 | ' | $15,000,000 | ' | ' | ' | ' | ' | ' | $11,000,000 | ' | ' | ' | ' |
Investment Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26.90% | ' | ' | 20.10% |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | $40,000,000 | $25,000,000 | ' | ' | ' | $25,000,000 | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | 1.75% | 2.00% | ' | ' | ' | ' | 2.00% | ' | ' |