Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
May 29, 2016 | Jul. 18, 2016 | Nov. 29, 2015 | |
Document Information [Line Items] | |||
Entity Registrant Name | LANDEC CORP \CA\ | ||
Entity Central Index Key | 1,005,286 | ||
Trading Symbol | lndc | ||
Current Fiscal Year End Date | --05-29 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 27,226,429 | ||
Entity Public Float | $ 332,039 | ||
Document Type | 10-K | ||
Document Period End Date | May 29, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | May 29, 2016 | May 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 9,894 | $ 14,127 |
Accounts receivable, less allowance for doubtful accounts | 46,406 | 46,479 |
Inventories | 25,535 | 25,027 |
Deferred taxes | 2,111 | |
Prepaid expenses and other current assets | 4,643 | 5,458 |
Total current assets | 86,478 | 93,202 |
Investment in non-public company, fair value | 62,700 | 61,500 |
Property and equipment, net | 120,880 | 84,465 |
Goodwill, net | 49,620 | 49,620 |
Trade names, net | 14,428 | 48,428 |
Customer relationships, net | 6,968 | 7,835 |
Other assets | 2,396 | 1,415 |
Total Assets | 343,470 | 346,465 |
Current liabilities: | ||
Accounts payable | 30,904 | 35,009 |
Accrued compensation | 5,460 | 6,742 |
Other accrued liabilities | 7,772 | 5,212 |
Deferred revenue | 832 | 843 |
Line of credit | 3,500 | |
Current portion of long-term debt | 8,048 | 8,353 |
Total current liabilities | 56,516 | 56,159 |
Long-term debt | 46,614 | 34,166 |
Capital lease obligation, less current portion | 3,804 | |
Deferred taxes | 22,442 | 34,340 |
Other non-current liabilities | 1,744 | 1,691 |
Total liabilities | 131,120 | 126,356 |
Stockholders’ equity: | ||
Common stock, $0.001 par value; 50,000,000 shares authorized; 27,148,096 and 26,990,490 shares issued and outstanding at May 29, 2016 and May 31, 2015, respectively | 27 | 27 |
Additional paid-in capital | 137,244 | 133,307 |
Retained earnings | 73,457 | 85,098 |
Total stockholders’ equity | 210,728 | 218,432 |
Non-controlling interest | 1,622 | 1,677 |
Total equity | 212,350 | 220,109 |
Total Liabilities and Stockholders’ Equity | $ 343,470 | $ 346,465 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | May 29, 2016 | May 31, 2015 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 27,148,096 | 26,990,490 |
Common stock, shares outstanding (in shares) | 27,148,096 | 26,990,490 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Product sales | $ 541,099 | $ 539,257 | $ 476,813 |
Cost of product sales | 470,142 | 473,850 | 414,249 |
Gross profit | 70,957 | 65,407 | 62,564 |
Operating costs and expenses: | |||
Research and development | 7,228 | 6,988 | 7,204 |
Selling, general and administrative | 49,515 | 39,958 | 35,170 |
Impairment of GreenLine tradename | 34,000 | ||
Total operating costs and expenses | 90,743 | 46,946 | 42,374 |
Operating (loss) income | (19,786) | 18,461 | 20,190 |
Dividend income | 1,650 | 1,417 | 1,125 |
Interest income | 71 | 315 | 260 |
Interest expense | (1,987) | (1,829) | (1,650) |
Other income | 1,200 | 3,107 | 10,000 |
Net (loss) income before taxes | (18,852) | 21,471 | 29,925 |
Income tax benefit (expense) | 7,404 | (7,746) | (10,583) |
Consolidated net (loss) income | (11,448) | 13,725 | 19,342 |
Non-controlling interest | (193) | (181) | (197) |
Net (loss) income and comprehensive (loss) income applicable to common stockholders | $ (11,641) | $ 13,544 | $ 19,145 |
Basic net (loss) income per share (in dollars per share) | $ (0.43) | $ 0.50 | $ 0.72 |
Diluted net (loss) income per share (in dollars per share) | $ (0.43) | $ 0.50 | $ 0.71 |
Shares used in per share computation: | |||
Basic (in shares) | 27,044 | 26,884 | 26,628 |
Diluted (in shares) | 27,044 | 27,336 | 27,120 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance (in shares) at May. 26, 2013 | 26,402,247 | |||||
Balance at May. 26, 2013 | $ 26 | $ 126,258 | $ 52,409 | $ 178,693 | $ 1,721 | |
Issuance of common stock at $5.63 to $13.32 per share, net of taxes paid by Landec on behalf of employees (in shares) | 372,852 | |||||
Issuance of common stock at $5.63 to $13.32 per share, net of taxes paid by Landec on behalf of employees | $ 1 | 2,297 | 2,298 | |||
Issuance of common stock for vested restricted stock units (in shares) | 40,154 | |||||
Taxes paid by Company for stock swaps and RSUs | (345) | (345) | ||||
Stock-based compensation | 1,356 | 1,356 | ||||
Tax benefit from stock-based compensation expense | 1,922 | 1,922 | ||||
Non-controlling interest | 197 | |||||
Payments to non-controlling interest | (226) | |||||
Net and comprehensive income | 19,145 | 19,145 | ||||
Balance (in shares) at May. 25, 2014 | 26,815,253 | |||||
Balance at May. 25, 2014 | $ 27 | 131,488 | 71,554 | 203,069 | 1,692 | |
Issuance of common stock at $5.63 to $13.32 per share, net of taxes paid by Landec on behalf of employees (in shares) | 102,745 | |||||
Issuance of common stock at $5.63 to $13.32 per share, net of taxes paid by Landec on behalf of employees | 122 | 122 | ||||
Issuance of common stock for vested restricted stock units (in shares) | 72,492 | |||||
Taxes paid by Company for stock swaps and RSUs | (343) | (343) | ||||
Stock-based compensation | 1,577 | 1,577 | ||||
Tax benefit from stock-based compensation expense | 463 | 463 | ||||
Non-controlling interest | 181 | |||||
Payments to non-controlling interest | (196) | |||||
Net and comprehensive income | 13,544 | 13,544 | ||||
Balance (in shares) at May. 31, 2015 | 26,990,490 | |||||
Balance at May. 31, 2015 | $ 27 | 133,307 | 85,098 | 218,432 | 1,677 | $ 220,109 |
Issuance of common stock at $5.63 to $13.32 per share, net of taxes paid by Landec on behalf of employees (in shares) | 125,167 | |||||
Issuance of common stock at $5.63 to $13.32 per share, net of taxes paid by Landec on behalf of employees | 322 | 322 | ||||
Issuance of common stock for vested restricted stock units (in shares) | 32,439 | |||||
Stock-based compensation | 3,465 | 3,465 | ||||
Tax benefit from stock-based compensation expense | 150 | 150 | ||||
Non-controlling interest | 193 | |||||
Payments to non-controlling interest | (248) | |||||
Net and comprehensive income | (11,641) | (11,641) | ||||
Balance (in shares) at May. 29, 2016 | 27,148,096 | |||||
Balance at May. 29, 2016 | $ 27 | $ 137,244 | $ 73,457 | $ 210,728 | $ 1,622 | $ 212,350 |
Consolidated Statements of Cha6
Consolidated Statements of Changes in Stockholders' Equity (Parentheticals) - $ / shares | May 29, 2016 | May 31, 2015 | May 25, 2014 |
Minimum [Member] | Parent [Member] | |||
Share Price | $ 5.63 | $ 5.63 | $ 5.63 |
Maximum [Member] | Parent [Member] | |||
Share Price | $ 9.01 | $ 8.19 | $ 13.32 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Cash flows from operating activities: | |||
Consolidated net (loss) income | $ (11,448,000) | $ 13,725,000 | $ 19,342,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 9,395,000 | 7,090,000 | 7,114,000 |
Stock-based compensation expense | 3,465,000 | 1,577,000 | 1,356,000 |
Deferred taxes | (9,787,000) | 4,152,000 | 5,585,000 |
Change in investment in non-public company , fair value | (1,200,000) | (3,900,000) | (10,000,000) |
Tax benefit from stock based compensation | (150,000) | (463,000) | (1,922,000) |
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net | 793,000 | ||
Net loss (gain) on disposal of property and equipment | 46,000 | (90,000) | 329,000 |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 34,000,000 | ||
Changes in assets and liabilities: | |||
Accounts receivable, net | 73,000 | (1,754,000) | (7,982,000) |
Inventories, net | (508,000) | (292,000) | (622,000) |
Prepaid expenses and other current assets | 965,000 | 177,000 | 4,711,000 |
Accounts payable | (4,105,000) | 2,894,000 | (141,000) |
Accrued compensation | (1,282,000) | 2,646,000 | 38,000 |
Other accrued liabilities | 2,556,000 | 11,000 | 3,211,000 |
Restricted cash collateral | (225,000) | ||
Deferred revenue | (11,000) | (411,000) | 6,000 |
Net cash provided by operating activities | 21,784,000 | 26,155,000 | 21,045,000 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (40,867,000) | (17,511,000) | (14,886,000) |
Deposit on capital lease | (850,000) | ||
Investment in non-public company, fair value | (18,000,000) | ||
Proceeds from sales of fixed assets | 127,000 | 1,071,000 | |
Purchases of marketable securities | (1,417,000) | ||
Proceeds from maturities of marketable securities | 2,962,000 | ||
Net cash used in investing activities | (41,590,000) | (34,440,000) | (13,341,000) |
Cash flows from financing activities: | |||
Proceeds from sale of common stock | 322,000 | 122,000 | 2,298,000 |
Taxes paid by Company for stock swaps and RSUs | 0 | (343,000) | (1,271,000) |
Tax benefit from stock-based compensation expense | 150,000 | 463,000 | 1,922,000 |
Net change in other assets/liabilities | (247,000) | (24,000) | 31,000 |
Proceeds from long term debt | 26,748,000 | 15,014,000 | |
Payments on long term debt | (14,652,000) | (6,867,000) | (5,933,000) |
Proceeds from lines of credit | 26,100,000 | 30,417,000 | 9,500,000 |
Payments on lines of credit | (22,600,000) | (30,417,000) | (13,500,000) |
Payments to non-controlling interest. | (248,000) | (196,000) | (226,000) |
Net cash provided by (used in) financing activities | 15,573,000 | 8,169,000 | (7,179,000) |
Net (decrease) increase in cash and cash equivalents | (4,233,000) | (116,000) | 525,000 |
Cash and cash equivalents at beginning of year | 14,127,000 | 14,243,000 | 13,718,000 |
Cash and cash equivalents at end of year | 9,894,000 | 14,127,000 | 14,243,000 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 2,017,000 | 1,994,000 | 1,504,000 |
Cash paid during the period for income taxes, net of refunds received | 2,625,000 | 150,000 | 50,000 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Facility and equipment acquired under a capital lease | $ 3,908,000 |
Note 1 - Organization, Basis of
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
May 29, 2016 | |
Notes to Financial Statements | |
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 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 and non-HA biomaterials through its Lifecore Biomedical, Inc. (“Lifecore”) subsidiary. The Company’s HA biopolymers and non-HA materials are proprietary in that they are specially formulated for specific customers to meet strict regulatory requirements. The Company’s technologies, along with its customer relationships and tradenames, are the foundation, and a key differentiating advantage upon which Landec has built its business. 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 the non-public company by the Company are not VIEs. 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; self-insurance liabilities; 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 the Company uses to manufacture its products are currently purchased from a single source, including some monomers used to synthesize Intelimer polymers, substrate materials for its breathable membrane products and raw materials for its HA products. The operations of Windset, in which the Company holds a 26.9% minority investment, are predominantly located in British Columbia, Canada and Santa Maria, California. Routinely, the Company evaluates the financial strength and ability for Windset to continue as a going concern. During the fiscal year ended May 29, 2016, sales to the Company’s top five customers accounted for approximately 45% of total revenue with the top two customers from the Packaged Fresh Vegetables segment, Costco Wholesale Corporation (“Costco”) and Wal-mart, Inc. (“Wal-mart”) accounting for approximately 20% and 12%, respectively, of total revenues. In addition, approximately 31% 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 29, 2016, the top two customers, Costco and Wal-mart represented approximately 13% and 15%, respectively, of total accounts receivable. During the fiscal year ended May 31, 2015, sales to the Company’s top five customers accounted for approximately 46% of total revenue with the top two customers from the Packaged Fresh Vegetables segment, Costco and Wal-mart, accounting for approximately 21% and 11%, 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 31, 2015, the top two customers, Costco and Wal-mart represented approximately 15% and 13%, respectively, 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 29, 2016 and May 31, 2015. 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 beginning of period Adjustments charged to revenue and expenses Write offs, net of recoveries Balance at end of period Year ended May 25, 2014 $ 583 $ 143 $ (210 ) $ 516 Year ended May 31, 2015 $ 516 $ — $ (134 ) $ 382 Year ended May 29, 2016 $ 382 $ 63 $ (110 ) $ 335 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 Packaged Fresh Vegetables 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 (Loss) Income. In addition, Packaged Fresh Vegetables 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 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 55% of Lifecore’s revenues in fiscal year 2016, (2) Orthopedic, which represented approximately 20% of Lifecore’s revenues in fiscal year 2016 and (3) Other/Non-HA products represented approximately 25% of Lifecore’s revenues in fiscal year 2016. The vast majority of revenues from our Biomaterials business are recognized upon shipment. Lifecore’s business development revenues, a portion of which are included in all three medical areas, are related to contract research and development (R&D) services and multiple element arrangement services with customers where the Company provides products and/or services in a bundled arrangement. Contract R&D revenue 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 payment is received or 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 the estimated selling price to allocate revenue between the elements of an 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 it represents a separate unit 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 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. For licensing revenue, the 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 May 29 , 201 6 Year ended May 31 , 201 5 Year ended May 25 , 201 4 Recorded upon shipment $ 458,985 $ 465,484 $ 398,938 Recorded upon acceptance in foreign port 64,181 67,714 69,710 Revenue from multiple element arrangements 13,400 4,253 6,811 Revenue from license fees, R&D contracts and royalties 4,533 1,806 1,354 Total $ 541,099 $ 539,257 $ 476,813 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 money market funds. The market value of cash equivalents approximates their historical cost given their short-term nature. Inventories Inventories are stated at the lower of cost (using the first-in, first-out method) or net realizable value. As of May 29, 2016 and May 31, 2015 inventories consisted of (in thousands): May 29, 2016 May 31, 2015 Finished goods $ 12,165 $ 13,271 Raw materials 9,855 9,879 Work in progress 3,515 1,877 Total inventories $ 25,535 $ 25,027 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 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 and advances receivable 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 Related Party Transactions The Company sold products to and earned license fees from Windset Holdings 2010 Ltd., a Canadian corporation (“Windset”) during the last three fiscal years. During fiscal years 2016, 2015 and 2014, the Company recognized revenues of $666,000, $537,000, and $365,000, respectively. These amounts have been included in product sales in the accompanying Consolidated Statements of Comprehensive (Loss) Income, from the sale of products to and license fees from Windset. The related receivable balances of $523,000 and $306,000 from Windset are included in accounts receivable in the accompanying Consolidated Balance Sheets as of May 29, 2016 and May 31, 2015, respectively. Additionally, unrelated to the revenue transactions above, the Company purchases produce from Windset for sale to third parties. During fiscal years 2016, 2015 and 2014, the Company recognized cost of product sales of $32,000, $1.6 million, and $1.6 million, respectively, in the accompanying Consolidated Statements of Comprehensive (Loss) Income, from the sale of products purchased from Windset. The related accounts payable of zero and $244,000 to Windset are included in accounts payable in the accompanying Consolidated Balance Sheets as of May 29, 2016 and May 31, 2015, 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 years 2016, 2015 and 2014, the Company capitalized $174,000, $509,000 and $913,000 in software development costs, respectively. 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 Biomaterials reporting unit and the acquisitions of Apio and GreenLine were allocated to the Packaged Fresh Vegetables reporting unit based 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 all indefinite-lived assets, including goodwill, the Company performs a qualitative analysis in accordance with ASC 350-30-35. Application of the impairment tests for indefinite-lived intangible assets requires significant judgment by management, including identification of reporting units, assignment of assets and liabilities to reporting units, assignment of intangible assets to reporting units, which judgments are inherently uncertain. During the three months ended February 28, 2016, management made the strategic decision to convert its GreenLine branded products in retail grocery stores to the Eat Smart brand over the following six month period. This decision resulted in an impairment of the GreenLine tradename. Management estimated the value of the remaining GreenLine branded foodservice sales using the relief from royalty valuation method, which resulted in an impairment of $34.0 million. The remaining GreenLine tradename associated with the Company’s foodservice business is valued at $2.0 million. The impairment charge is recorded in the Consolidated Statements of Comprehensive (Loss) Income as “Impairment of GreenLine tradename” as an operating expense under the Packaged Fresh Vegetables reporting unit. Subsequent to the write down of the GreenLine tradename during the third quarter of fiscal year 2016, the Company tested its indefinite-lived intangible assets for impairment as of February 29, 2016 and determined that no additional adjustments to the carrying values of these assets were necessary as of that date. Subsequent to the 2016 annual impairment test, there have been no significant events or circumstances affecting the valuation of indefinite-lived intangible assets. As of May 29, 2016, there were no events or changes in circumstances that indicated that the carrying amount of intangible assets may not be recoverable. Therefore, there was no impairment to the carrying value of the Company's indefinite-lived intangible assets. 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. In the annual impairment test, the Company first assesses qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. In assessing the qualitative factors, management considers the impact of these key factors: macro-economic conditions, industry and market environment, overall financial performance of the Company, cash flow from operating activities, market capitalization and stock price. If management determines as a result of the qualitative assessment that it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, then the quantitative test is required. Otherwise, no further testing is required. In a quantitative test, the Company compares the fair value of indefinite-lived intangible assets to its carrying value including goodwill. The Company determines the fair value using both an income approach and a market approach. Under the income approach, fair value is determined based on estimated future cash flows, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of the Company and the rate of return an outside investor would expect to earn. Under the market-based approach, information regarding the Company is utilized as well as publicly available industry information to determine earnings multiples that are used to value the Company. If the carrying value of the Company exceeds its fair value, the Company will determine the amount of impairment loss by comparing the implied fair value of goodwill with the carrying value of goodwill. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. Investment in Non-Public Company On February 15, 2011, the Company made an investment in Windset which is reported as an investment in non-public company, fair value, in the accompanying Consolidated Balance Sheets as of May 29, 2016 and May 31, 2015. The Company has elected to account for its investment in Windset under the fair value option (see Note 2). Partial Self-I nsurance on Employee Health and Workers Compensation Plans The Company provides health insurance benefits to eligible employees under a self-insured plans whereby the Company pays actual medical claims subject to certain stop loss limits and self-insures its workers compensation claims. 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 29, 2016. 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 29, 2016, $832,000 was recognized as advances from customers. At May 31, 2015, $843,000 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 (Loss) Income, following the consolidated net income (loss) 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 balances of $1.6 million at May 29, 2016 and $1.7 million at May 31, 2015 was 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 29, 2016, the Company had a $1.2 million 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 compute |
Note 2 - Investments in Non-pub
Note 2 - Investments in Non-public Company | 12 Months Ended |
May 29, 2016 | |
Notes to Financial Statements | |
Investment Holdings [Text Block] | 2 . Investment s in non-public companies Aesthetic Sciences 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. Aesthetic Sciences sold the rights to its Smartfil Injector System on July 16, 2010. The royalty period from the sale of the Smartfil Injector System began November 1, 2014 and as a result the Company obtained for the first time during the third quarter of fiscal year 2015 financial information for the products for which a royalty is due Aesthetic Sciences. Based on the review of this historical financial information and discussions with the acquirer, the Company concluded that its investment in Aesthetic Sciences was other than temporarily impaired, and therefore wrote off its remaining $793,000 investment in Aesthetic Sciences as of March 1, 2015. This impairment is included in other income in the Consolidated Statements of Comprehensive (Loss) Income. Windset 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 from Windset 150,000 Senior A preferred shares for $15.0 million and 201 common shares for $201. On July 15, 2014, Apio increased its investment in Windset by purchasing from the Newell Capital Corporation an additional 68 shares of common stock and 51,211 shares of junior preferred stock of Windset for $11.0 million. After this purchase, the Company’s common shares represent a 26.9% ownership interest in Windset. The non-voting Senior A 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 non-voting junior preferred stock does not yield a dividend unless declared by the Board of Directors of Windset and no such dividend has been declared. The Windset Purchase Agreement includes a put and call option, which can be exercised on, or after, the sixth On October 29, 2014, Apio further increased its investment in Windset by purchasing 70,000 shares of Senior B preferred shares for $7.0 million. The Senior B preferred shares pays an annual dividend of 7.5% on the amount outstanding at each anniversary date of the Windset Purchase Agreement. The Senior B preferred shares purchased by Apio have a put feature whereby Apio can sell back to Windset $1.5 million of shares on the first anniversary, an additional $2.75 million of shares on the second anniversary and the remaining $2.75 million on the third anniversary. After the third anniversary, Apio may at any time put any or all of the shares not previously sold back to Windset. At any time on or after February 15, 2017, Windset has the right to call any or all of the outstanding common shares and at such time must also call the same proportion of Senior A preferred shares, Senior B preferred shares and junior preferred shares owned by Apio. Windset’s partial call provision is restricted such that a partial call cannot result in Apio holding less than 10% of Windset’s common shares outstanding. 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 t he 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. The Company recorded $1.7 million, $1.4 million and $1.1 million in dividends for fiscal years ended May 29, 2016, May 31, 2015 and May 25, 2014, respectively. In addition, the Company recorded $1.2 million, $3.9 million and $10.0 million of income for fiscal years ended May 29, 2016, May 31, 2015 and May 25, 2014, respectively, which is included in other income in the Consolidated Statements of Comprehensive (Loss) 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. |
Note 3 - Property and Equipment
Note 3 - Property and Equipment | 12 Months Ended |
May 29, 2016 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 3. Property and Equipment Property and equipment consists of the following (in thousands): Years of Useful Life May 29, 2016 May 31, 2015 Land and buildings 15 - 40 $ 67,192 $ 57,426 Leasehold improvements 3 - 20 1,620 1,360 Computers, capitalized software, machinery, equipment and autos 3 - 20 87,464 68,260 Furniture and fixtures 3 - 7 901 804 Construction in process 17,677 6,837 Gross property and equipment 174,854 134,687 Less accumulated depreciation and amortization (53,974 ) (50,222 ) Net property and equipment $ 120,880 $ 84,465 Depreciation and amortization expense for property and equipment for the fiscal years ended May 29, 2016, May 31, 2015 and May 25, 2014 was $8.2 million, $6.2 million and $6.2 million, respectively. Amortization related to capitalized leases, which is included in depreciation expense, was $49,000 for fiscal year ended May 29, 2016 and zero for the fiscal years ended May 31, 2015 and May 25, 2014. Amortization related to capitalized software was $269,000, $158,000 and $189,000 for fiscal years ended May 29, 2016, May 31, 2015 and May 25, 2014, respectively. The unamortized computer software costs as of May 29, 2016 and May 31, 2015 was $865,000 and $1.1 million, respectively. |
Note 4 - Intangible Assets
Note 4 - Intangible Assets | 12 Months Ended |
May 29, 2016 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 4. Intangible Assets The carrying amount of goodwill as of May 29, 2016, May 31, 2015 and May 25, 2014 was $35.7 million for the Packaged Fresh Vegetables segment and $13.9 million for the Biomaterials segment. Information regarding Landec’s other intangible assets is as follows (in thousands): Trademarks & Trade names Customer Relationships Total 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 Amortization expense — (885 ) (885 ) Balance as of May 31, 2015 48,428 7,835 56,263 Impaired during the period (34,000 ) — (34,000 ) Amortization expense — (867 ) (867 ) Balance as of May 29, 2016 $ 14,428 $ 6,968 $ 21,396 Accumulated amortization of Trademarks and Trade names was $872,000 as of May 29, 2016 and May 31, 2015. Accumulated amortization of Customer Relationships as of May 29, 2016 and May 31, 2015 was $4.2 million and $3.4 million, respectively. Accumulated impairment losses as of May 29, 2016 and May 31, 2015 were $38.8 million and $4.8 million, respectively. 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 5 - Stockholders' Equity
Note 5 - Stockholders' Equity | 12 Months Ended |
May 29, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 5. 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 29, 2016 has no outstanding preferred stock. Common Stock and Stock Option Plans At May 29, 2016, the Company had 2.7 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 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 were eligible to participate in the 2009 Plan. The 2009 Plan provided 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 29, 2016, 783,808 options to purchase shares and restricted stock units (RSUs) were outstanding. Stock-Based Compensation Activity Activity under all Landec equity incentive plans is as follows: Restricted Stock Outstanding Stock Options Outstanding RSUs and Options Available for Grant Number of Restricted Shares Weighted Average Grant Date Fair Value Number of Stock Options Weighted Average Exercise Price 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 $ 14.30 291,500 $ 14.30 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 Granted (1,118,857 ) 324,357 $ 13.97 794,500 $ 14.20 Awarded/Exercised — (79,219 ) $ 11.57 (205,419 ) $ 6.55 Forfeited — (1,667 ) $ 14.30 (2,223 ) $ 14.30 Plan shares expired — — — (66,000 ) $ 11.32 Balance at May 31, 2015 881,143 392,771 $ 14.15 1,736,718 $ 11.19 Granted (443,175 ) 177,675 $ 12.10 265,500 $ 12.04 Awarded/Exercised — (32,439 ) $ 13.28 (220,717 ) $ 6.44 Forfeited 28,000 (11,166 ) $ 14.36 (24,473 ) $ 14.38 Plan shares expired — — — (25,554 ) $ 9.86 Balance at May 29, 2016 465,968 526,841 $ 13.51 1,731,474 $ 11.90 Upon vesting of certain RSUs and the exercise of certain options during fiscal years 2016, 2015 and 2014, 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 2016, 2015 and 2014 were 95,550, 112,443 and 47,573 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 2016, 2015 and 2014 were approximately zero, $343,000 and $1.3 million, 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 29, 2016 : Options Outstanding Options Exercisable Range of Exercise Prices Number of Shares Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Aggregate Intrinsic Value Number of Shares Exercisable Weighted Aggregate $5.00 - $9.00 401,807 1.23 $ 5.86 $ 2,249,268 401,807 $ 5.86 $ 2,249,268 $9.01 - $13.50 312,167 6.35 $ 11.86 $ 54,784 36,617 $ 10.56 $ 40,834 $13.51 - $14.30 364,000 4.41 $ 14.13 $ — 308,722 $ 14.20 $ — $14.31 - $14.39 653,500 6.00 $ 14.39 $ — 216,687 $ 14.39 $ — $5.00 - $14.39 1,731,474 4.62 $ 11.90 $ 2,304,052 963,833 $ 10.63 $ 2,290,102 At May 29, 2016 and May 31, 2015 options to purchase 963,833 and 849,464 shares of Landec’s Common Stock were vested, respectively, and 767,641 and 887,254 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 $11.46 on May 27, 2016, 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 29, 2016, was 418,474 shares. The aggregate intrinsic value of stock options exercised during the fiscal year 2016 was $1.1 million. Option Awards Outstanding Options Weighted Average Exercise Price Weighted Average Remaining Contract Term (in years) Aggregate Intrinsic Value Vested 963,833 $ 10.63 3.38 $ 2,290,102 Expected to vest 750,704 $ 13.51 6.17 13,517 Total 1,714,537 $ 11.89 4.60 $ 2,303,619 As of May 29, 2016, there was $6.8 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 2.1 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 $10.0 million of the Company’s Common Stock. The Company may repurchase its Common Stock from time to time in open market purchases or in privately negotiated transactions. The timing and actual number of shares repurchased is at the discretion of management of the Company and will depend on a variety of factors, including stock price, corporate and regulatory requirements, market conditions, the relative attractiveness of other capital deployment opportunities and other corporate priorities. The stock repurchase program does not obligate Landec to acquire any amount of its Common Stock and the program may be modified, suspended or terminated at any time at the Company's discretion without prior notice. During fiscal years 2016, 2015 and 2014, the Company did not purchase any shares on the open market. |
Note 6 - Debt
Note 6 - Debt | 12 Months Ended |
May 29, 2016 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 6. Debt Long-term debt consists of the following (in thousands): May 29, 2016 May 31, 2015 Real property 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 $ 14,167 $ 15,172 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 5,904 7,705 Capital equipment loan with GE Capital; due in monthly principal and interest payments of $95,120 through July 17, 2019 with interest based on a fixed rate of 3.68% per annum 5,558 6,476 Capital equipment loan with GE Capital; due in monthly principal and interest payments of $55,828 through December 1, 2019 with interest based on a fixed rate of 3.74% per annum 3,375 3,907 Capital equipment loan with Bank of America (“BofA”); due in monthly principal and interest payments of $68,274 through June 28, 2020 with interest based on a fixed rate of 2.79% per annum 3,158 3,819 Real property loan agreement with GE Capital ; due in monthly principal payments of $46,000 through March 1, 2026, plus interest payable monthly at LIBOR plus 2.25% per annum 7,622 — Capital equipment loan with GE Capital; due in monthly principal payments of $122,000 through March 1, 2021, plus interest payable monthly at LIBOR plus 2.25% per annum 8,873 — Capital equipment loan with BofA; due in monthly principal and interest payments of $75,000 through November 27, 2020 with interest based on a fixed rate of 2.92% per annum 3,940 — Term note with BMO Harris Bank N.A. (“BMO Harris”); due in monthly principal payments of $250,000 through May 23, 2016, plus interest payable monthly at LIBOR plus 2% per annum — 3,000 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 (0.59% and 0.31% at May 29, 2016 and May 31, 2015, respectively) 2,065 2,440 Total 54,662 42,519 Less current portion (8,048 ) (8,353 ) Long-term portion $ 46,614 $ 34,166 The future minimum principal payments of the Company’s debt for each year presented are as follows (in thousands): GE GE RE Loans M&E Loans BofA Loans IRB Total FY 2017 1,431 4,686 1,541 390 8,048 FY 2018 1,474 4,829 1,585 400 8,288 FY 2019 1,518 4,975 1,631 410 8,534 FY 2020 1,564 5,541 1,678 425 9,208 FY 2021 1,613 3,679 663 440 6,395 Thereafter 14,189 — — — 14,189 Total $ 21,789 $ 23,710 $ 7,098 $ 2,065 $ 54,662 On July 17, 2014, Apio entered into an amendment with GE Capital, which amended the revolving line of credit dated April 23, 2012 among the parties. Under the amendment, the revolving line of credit increased from $25.0 million to $40.0 million, the interest rate was reduced from LIBOR plus 2.0% to LIBOR plus 1.75%, and the term was extended to July 17, 2019, among other changes. The availability under the revolving line of credit is based on the combination of the eligible accounts receivable and eligible inventory (availability was $22.6 million at May 29, 2016). Apio’s revolving line of credit has a fee of 0.375% per annum on the unused amount. At May 29, 2016, Apio had $3.5 million outstanding under its revolving line of credit. As of May 31, 2015, there was no outstanding balance under Apio’s revolving line of credit. Also on July 17, 2014, Apio entered into a new equipment loan with GE Capital whereby Apio can borrow up to $25.0 million based on eligible equipment purchases between August 1, 2012 and August 31, 2015. Each borrowing under this new equipment loan has a five year term with a seven year amortization period. On August 28, 2014, Apio borrowed $7.1 million under the new equipment loan at a fixed rate of 3.68%. On November 24, 2014, Apio borrowed an additional $4.1 million under the new equipment loan at a fixed rate of 3.74%. This loan was terminated upon entering into the commitment letter with GE Capital on May 15, 2015. On May 15, 2015, GE Capital and Apio entered into a commitment letter, pursuant to which GE Capital committed to lend Apio up to approximately $14.7 million in equipment financing and approximately $7.7 million in real property financing. The equipment loan and the real property loan will be made pursuant to existing loan agreements dated as of April 23, 2012, as amended May 17, 2013 and July 17, 2014. The equipment loan is available to finance purchases of equipment between May 1, 2015 and June 30, 2017. The real property loan will be used to finance the expansion of Apio’s facility in Hanover, PA. On February 26, 2016, the Company borrowed $9.1 million under the equipment loan at a rate of LIBOR plus 2.25% with a term of five years and $7.7 million under the real property loan also at a rate of LIBOR plus 2.25% with a term of ten years. 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; or (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 $12.0 million. Apio was in compliance with all financial covenants as of May 29, 2016 and May 31, 2015. On May 15, 2015, Apio and BofA entered into a commitment letter and loan agreement, pursuant to which Apio will be permitted to borrow up to $15.0 million to finance equipment purchases made between October 1, 2014 and April 30, 2016 (the “BofA Loan”). Each borrowing under the BofA Loan will have a five-year term and a fixed interest rate based on the 2.5-year swap rate at the time of borrowing. Borrowings will be secured by equipment During fiscal year 2016, Apio capitalized $200,000 of loan origination fees from new real property and equipment loans and/or amendments with GE Capital and BofA. During fiscal year 2015, Apio capitalized $397,000 of loan origination fees from new real property and equipment loans and/or amendments with GE Capital and BofA. No loan origination fees were capitalized in fiscal year 2014. Amortization of loan origination fees for Apio recorded to interest expense for fiscal years 2016, 2015 and 2014 were $293,000, $206,000 and $187,000, respectively. Unamortized loan origination fees were $1.1 million and $1.2 million at May 29, 2016 and May 31, 2015, 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”): (1) 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”). The Term Loan was paid off on May 2, 2016. (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. On May 22, 2015, Lifecore entered into a Credit and Security Agreement (the “Credit Agreement”) with BMO Harris 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 $9.6 million at May 29, 2016) and with no unused fee and as of May 29, 2016 no amounts were outstanding under the line of credit. 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 1 st |
Note 7 - Income Taxes
Note 7 - Income Taxes | 12 Months Ended |
May 29, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 7 . Income Taxes The provision for income taxes consisted of the following (in thousands): Year ended Year ended Year ended May 29, 2016 May 31, 2015 May 25, 2014 Current: Federal $ 2,382 $ 3,480 $ 4,785 State (82 ) 43 157 Foreign 83 71 56 Total 2,383 3,594 4,998 Deferred: Federal (9,177 ) 3,789 5,059 State (610 ) 363 526 Total (9,787 ) 4,152 5,585 Income tax (benefit)/expense $ (7,404 ) $ 7,746 $ 10,583 The actual provision for income taxes differs from the statutory U.S. federal income tax rate of 35% for all year presented as follows (in thousands): Year Ended May 29, 2016 Year Ended May 31, 2015 Year Ended May 25, 2014 Provision at U.S. statutory rate of 35% $ (6,666 ) $ 7,451 $ 10,405 State income taxes, net of federal benefit (504 ) 566 711 Change in valuation allowance 6 353 99 Tax credits (156 ) (375 ) (378 ) Domestic manufacturing deduction (307 ) (369 ) (406 ) Stock-based compensation 173 142 (47 ) Other 50 (22 ) 199 Total $ (7,404 ) $ 7,746 $ 10,583 The Company is in an income tax benefit position in fiscal year 2016 primarily due to the Company's $34.0 million impairment of its GreenLine tradename (see Note 1), which resulted in an overall net loss before taxes for fiscal year 2016. Whereas in fiscal years 2015 and 2014, the Company was in an overall net income before tax position and thus in an income tax expense position. The effective tax rate for fiscal year 2016 increased from 36% to 39% in comparison to fiscal year 2015 primarily due to the effect of the impairment of GreenLine tradename. The decrease in income tax expense in fiscal year 2015 compared to fiscal year 2014 was primarily due to a 28% decrease in net income before taxes. Significant components of deferred tax assets and liabilities consisted of the following (in thousands): May 29, 2016 May 31, 2015 Deferred tax assets: Net operating loss carryforwards $ 3,030 $ 3,415 Accruals and reserves 1,836 1,964 Stock-based compensation 1,436 662 Research and AMT credit carryforwards 468 515 Other 926 966 Gross deferred tax assets 7,696 7,522 Valuation allowance (1,240 ) (1,234 ) Net deferred tax assets 6,456 6,288 Deferred tax liabilities: Basis difference in investment in non-public company (11,125 ) (10,753 ) Depreciation and amortization (9,758 ) (7,186 ) Goodwill and other indefinite life intangibles (8,015 ) (20,578 ) Deferred tax liabilities (28,898 ) (38,517 ) Net deferred tax liabilities $ (22,442 ) $ (32,229 ) As of May 29, 2016, the Company had federal, California, Indiana, and other state net operating loss carryforwards of approximately $7.3 million, $413,000, $6.5 million, and $13.0 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 $413,000 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 Company has California research and development tax credits carryforwards of approximately $1.3 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 $1.2 million should be recorded as a result of uncertainty around the utilization of certain state net operating losses 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 an insignificant amount in fiscal year 2016. 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 May 29 , 201 6 May 31 , 201 5 May 25, 2014 Unrecognized tax benefits – beginning of the period $ 987 $ 1,035 $ 998 Gross increases – tax positions in prior period 1 17 7 Gross decreases – tax positions in prior period (223 ) (141 ) (48 ) Gross increases – current-period tax positions 77 76 78 Unrecognized tax benefits – end of the period $ 842 $ 987 $ 1,035 As of May 29, 2016, the total amount of net unrecognized tax benefits was $842,000, of which, $715,000, if recognized, would affect the effective tax rate. As of May 31, 2015, the total amount of net unrecognized tax benefits was $987,000, of which, $800,000, 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 29, 2016, May 31, 2015 and May 25, 2014. In the twelve months succeeding May 29, 2016, it is reasonably possible that approximately $300,000 of other unrecognized tax benefits may be recognized. 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 8 - Commitments and Contin
Note 8 - Commitments and Contingencies | 12 Months Ended |
May 29, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 8. Commitments and Contingencies Operating Leases Landec leases land, facilities, and equipment under operating lease agreements with various terms and conditions, which expire at various dates through fiscal year 2023. Certain of these leases have renewal options. The approximate future minimum lease payments under these operating leases at May 29, 2016 are as follows (in thousands): Amount FY 2017 $ 3,353 FY 2018 2,625 FY 2019 1,330 FY 2020 612 FY 2021 198 Thereafter 432 Total $ 8,550 Rent expense for operating leases, including month to month arrangements was $4.5 million, $5.0 million and $4.4 million for the fiscal years 2016, 2015 and 2014, respectively. Capital Leases On September 3, 2015, Lifecore leased a 65,000 square foot building in Chaska, MN, two miles from its current facility. The initial term of the lease is seven years with two five-year renewal options. The lease contains a buyout option at any time after year seven with the purchase price equal to then mortgage balance on the lessor’s loan secured by the building. The lease is a capital lease. Included in property, plant and equipment as of May 29, 2016 is $3.8 million associated with this capital lease. The monthly lease payment is initially $34,000 and increases by 2.4% per year. Lifecore and the lessor made capital improvements prior to occupancy and thus the lease did not become effective until January 1, 2016. Lifecore initially will use the building for warehousing and final packaging. Apio entered into a capital lease for office equipment for which the value of $133,000 is included in property, plant and equipment as of May 29, 2016. Future minimum lease payments under capital leases for each year presented as are follows (in thousands): FY 2017 $ 453 FY 2018 462 FY 2019 472 FY 2020 483 FY 2021 486 Thereafter 3,950 Total minimum lease payment 6,306 Less: amounts representing interest and taxes (2,445 ) Total 3,861 Less current portion included in other accrued liabilities (57 ) Long-term capital lease obligation $ 3,804 Purchase Commitments At May 29, 2016, the Company was committed to purchase $23.7 million of produce during fiscal year 2017 in accordance with contractual terms at market rates. Payments of $30.5 million, $16.8 million, and $7.1 million were made in fiscal years 2016, 2015, and 2014, respectively, under similar arrangements. Legal Contingencies In the ordinary course of business, the Company is involved in various legal proceedings and claims related to matters such as wage and hour claims. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least each fiscal quarter and adjusted to reflect the impacts of negotiations, estimate settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. In management’s opinion, resolution of all current matters is not expected to have a material adverse impact on the Company’s consolidated financial statements. However, depending on the nature and timing of any such dispute, an unfavorable resolution of a matter could materially affect the Company’s future results of operations or cash flows, or both, of a particular quarter. During the twelve months ended, May 29, 2016, the Company has recorded a charge to income in the amount of $775,000 or $0.02 per diluted share after taxes, which is the Company’s best estimate of settlement charges for all legal matters currently underway. |
Note 9 - Employee Savings and I
Note 9 - Employee Savings and Investment Plans | 12 Months Ended |
May 29, 2016 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 9. Employee Savings and Investment Plans The Company sponsors a 401(k) 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 2016, 2015 and 2014, the Company contributed $1.3 million, $1.2 million and $1.1 million , |
Note 10 - Business Segment Repo
Note 10 - Business Segment Reporting | 12 Months Ended |
May 29, 2016 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 10. 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 Packaged Fresh Vegetables segment, the Food Export segment and the Biomaterials segment. The Packaged Fresh Vegetables 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 Packaged Fresh Vegetables segment sells BreatheWay packaging to partners for fruit and vegetable products. The Food Export segment consists of revenues generated from the purchase and sale of primarily whole commodity fruit and vegetable products primarily to Asia. The 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, and non-HA products for medical use primarily in the Ophthalmic, Orthopedic and other markets. Corporate licenses Landec’s Intelimer polymers for agricultural products, personal care products and other industrial products. The Corporate segment also includes general and administrative expenses, non-Packaged Fresh Vegetables and non-Biomaterials interest income and income tax expenses. 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): May 29, 2016 May 31, 2015 May 25, 2014 Canada $ 80.6 $ 79.7 $ 46.6 Taiwan $ 32.3 $ 32.1 $ 30.7 Belgium $ 13.4 $ 6.8 $ 13.1 Indonesia $ 9.4 $ 9.0 $ 9.6 China $ 8.3 $ 9.0 $ 8.2 Japan $ 6.4 $ 8.5 $ 9.9 All Other Countries $ 17.0 $ 18.4 $ 19.1 Operations by segment consisted of the following (in thousands): Fiscal Year Ended May 29, 2016 Packaged Fresh Vegetables Food Export Biomaterials Corporate TOTAL Net sales $ 423,859 $ 64,181 $ 50,470 $ 2,589 $ 541,099 International sales $ 81,242 $ 64,181 $ 21,993 $ — $ 167,416 Gross profit $ 40,479 $ 4,176 $ 24,081 $ 2,221 $ 70,957 Net income (loss) $ (31,975 ) $ 699 $ 9,499 $ 10,136 $ (11,641 ) Identifiable assets $ 213,341 $ 29,124 $ 98,986 $ 2,019 $ 343,470 Depreciation and amortization $ 6,648 $ 1 $ 2,606 $ 140 $ 9,395 Capital expenditures $ 26,892 $ — $ 13,975 $ — $ 40,867 Dividend income $ 1,650 $ — $ — $ — $ 1,650 Interest income $ 46 $ — $ 25 $ — $ 71 Interest expense $ 1,721 $ — $ 266 $ — $ 1,987 Income tax expense (benefit) $ 415 $ 143 $ 1,946 $ (9,908 ) $ (7,404 ) Fiscal Year Ended May 31, 2015 Net sales $ 430,415 $ 67,837 $ 40,432 $ 573 $ 539,257 International sales $ 80,500 $ 67,714 $ 15,246 $ — $ 163,460 Gross profit $ 45,993 $ 4,252 $ 14,609 $ 553 $ 65,407 Net income (loss) $ 17,145 $ 1,041 $ 3,838 $ (8,480 ) $ 13,544 Identifiable assets $ 228,672 $ 27,746 $ 85,779 $ 4,268 $ 346,465 Depreciation and amortization $ 4,766 $ 6 $ 2,184 $ 134 $ 7,090 Capital expenditures $ 12,895 $ — $ 4,499 $ 117 $ 17,511 Dividend income $ 1,417 $ — $ — $ — $ 1,417 Interest income $ 32 $ — $ 254 $ 29 $ 315 Interest expense $ 1,655 $ — $ 174 $ — $ 1,829 Income tax expense $ 792 $ 48 $ 177 $ 6,729 $ 7,746 Fiscal Year Ended May 25, 2014 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 |
Note 11 - Quarterly Consolidate
Note 11 - Quarterly Consolidated Financial Information (unaudited) | 12 Months Ended |
May 29, 2016 | |
Notes to Financial Statements | |
Quarterly Financial Information [Text Block] | 11. Quarterly Consolidated Financial Information (unaudited) The following is a summary of the unaudited quarterly results of operations for fiscal years 2016, 2015 and 2014 (in thousands, except for per share amounts): FY 2016 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter FY 2016 Revenues $ 135,355 $ 140,441 $ 129,990 $ 135,313 $ 541,099 Gross profit $ 17,977 $ 17,265 $ 12,931 $ 22,784 $ 70,957 Net income (loss) $ 2,952 $ 1,868 $ (21,190 ) $ 4,729 $ (11,641 ) Net income (loss) per basic share $ 0.11 $ 0.07 $ (0.78 ) $ 0.17 $ (0.43 ) Net income (loss) per diluted share $ 0.11 $ 0.07 $ (0.78 ) $ 0.17 $ (0.43 ) FY 2015 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter FY 2015 Revenues $ 133,614 $ 132,665 $ 138,530 $ 134,448 $ 539,257 Gross profit $ 14,188 $ 15,666 $ 16,885 $ 18,668 $ 65,407 Net income $ 2,353 $ 3,223 $ 3,772 $ 4,196 $ 13,544 Net income per basic share $ 0.09 $ 0.12 $ 0.14 $ 0.16 $ 0.50 Net income per diluted share $ 0.09 $ 0.12 $ 0.14 $ 0.15 $ 0.50 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 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
May 29, 2016 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | 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 the non-public company by the Company are not VIEs. |
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; self-insurance liabilities; 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 the Company uses to manufacture its products are currently purchased from a single source, including some monomers used to synthesize Intelimer polymers, substrate materials for its breathable membrane products and raw materials for its HA products. The operations of Windset, in which the Company holds a 26.9% minority investment, are predominantly located in British Columbia, Canada and Santa Maria, California. Routinely, the Company evaluates the financial strength and ability for Windset to continue as a going concern. During the fiscal year ended May 29, 2016, sales to the Company’s top five customers accounted for approximately 45% of total revenue with the top two customers from the Packaged Fresh Vegetables segment, Costco Wholesale Corporation (“Costco”) and Wal-mart, Inc. (“Wal-mart”) accounting for approximately 20% and 12%, respectively, of total revenues. In addition, approximately 31% 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 29, 2016, the top two customers, Costco and Wal-mart represented approximately 13% and 15%, respectively, of total accounts receivable. During the fiscal year ended May 31, 2015, sales to the Company’s top five customers accounted for approximately 46% of total revenue with the top two customers from the Packaged Fresh Vegetables segment, Costco and Wal-mart, accounting for approximately 21% and 11%, 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 31, 2015, the top two customers, Costco and Wal-mart represented approximately 15% and 13%, respectively, 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 29, 2016 and May 31, 2015. |
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 beginning of period Adjustments charged to revenue and expenses Write offs, net of recoveries Balance at end of period Year ended May 25, 2014 $ 583 $ 143 $ (210 ) $ 516 Year ended May 31, 2015 $ 516 $ — $ (134 ) $ 382 Year ended May 29, 2016 $ 382 $ 63 $ (110 ) $ 335 |
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 Packaged Fresh Vegetables 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 (Loss) Income. In addition, Packaged Fresh Vegetables 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 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 55% of Lifecore’s revenues in fiscal year 2016, (2) Orthopedic, which represented approximately 20% of Lifecore’s revenues in fiscal year 2016 and (3) Other/Non-HA products represented approximately 25% of Lifecore’s revenues in fiscal year 2016. The vast majority of revenues from our Biomaterials business are recognized upon shipment. Lifecore’s business development revenues, a portion of which are included in all three medical areas, are related to contract research and development (R&D) services and multiple element arrangement services with customers where the Company provides products and/or services in a bundled arrangement. Contract R&D revenue 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 payment is received or 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 the estimated selling price to allocate revenue between the elements of an 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 it represents a separate unit 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 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. For licensing revenue, the 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 May 29 , 201 6 Year ended May 31 , 201 5 Year ended May 25 , 201 4 Recorded upon shipment $ 458,985 $ 465,484 $ 398,938 Recorded upon acceptance in foreign port 64,181 67,714 69,710 Revenue from multiple element arrangements 13,400 4,253 6,811 Revenue from license fees, R&D contracts and royalties 4,533 1,806 1,354 Total $ 541,099 $ 539,257 $ 476,813 |
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 money market funds. The market value of cash equivalents approximates their historical cost given their short-term nature. |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost (using the first-in, first-out method) or net realizable value. As of May 29, 2016 and May 31, 2015 inventories consisted of (in thousands): May 29, 2016 May 31, 2015 Finished goods $ 12,165 $ 13,271 Raw materials 9,855 9,879 Work in progress 3,515 1,877 Total inventories $ 25,535 $ 25,027 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 |
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 and advances receivable 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 |
Related Party Transactions Policy [Policy Text Block] | Related Party Transactions The Company sold products to and earned license fees from Windset Holdings 2010 Ltd., a Canadian corporation (“Windset”) during the last three fiscal years. During fiscal years 2016, 2015 and 2014, the Company recognized revenues of $666,000, $537,000, and $365,000, respectively. These amounts have been included in product sales in the accompanying Consolidated Statements of Comprehensive (Loss) Income, from the sale of products to and license fees from Windset. The related receivable balances of $523,000 and $306,000 from Windset are included in accounts receivable in the accompanying Consolidated Balance Sheets as of May 29, 2016 and May 31, 2015, respectively. Additionally, unrelated to the revenue transactions above, the Company purchases produce from Windset for sale to third parties. During fiscal years 2016, 2015 and 2014, the Company recognized cost of product sales of $32,000, $1.6 million, and $1.6 million, respectively, in the accompanying Consolidated Statements of Comprehensive (Loss) Income, from the sale of products purchased from Windset. The related accounts payable of zero and $244,000 to Windset are included in accounts payable in the accompanying Consolidated Balance Sheets as of May 29, 2016 and May 31, 2015, 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 years 2016, 2015 and 2014, the Company capitalized $174,000, $509,000 and $913,000 in software development costs, respectively. |
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 Biomaterials reporting unit and the acquisitions of Apio and GreenLine were allocated to the Packaged Fresh Vegetables reporting unit based 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 all indefinite-lived assets, including goodwill, the Company performs a qualitative analysis in accordance with ASC 350-30-35. Application of the impairment tests for indefinite-lived intangible assets requires significant judgment by management, including identification of reporting units, assignment of assets and liabilities to reporting units, assignment of intangible assets to reporting units, which judgments are inherently uncertain. During the three months ended February 28, 2016, management made the strategic decision to convert its GreenLine branded products in retail grocery stores to the Eat Smart brand over the following six month period. This decision resulted in an impairment of the GreenLine tradename. Management estimated the value of the remaining GreenLine branded foodservice sales using the relief from royalty valuation method, which resulted in an impairment of $34.0 million. The remaining GreenLine tradename associated with the Company’s foodservice business is valued at $2.0 million. The impairment charge is recorded in the Consolidated Statements of Comprehensive (Loss) Income as “Impairment of GreenLine tradename” as an operating expense under the Packaged Fresh Vegetables reporting unit. Subsequent to the write down of the GreenLine tradename during the third quarter of fiscal year 2016, the Company tested its indefinite-lived intangible assets for impairment as of February 29, 2016 and determined that no additional adjustments to the carrying values of these assets were necessary as of that date. Subsequent to the 2016 annual impairment test, there have been no significant events or circumstances affecting the valuation of indefinite-lived intangible assets. As of May 29, 2016, there were no events or changes in circumstances that indicated that the carrying amount of intangible assets may not be recoverable. Therefore, there was no impairment to the carrying value of the Company's indefinite-lived intangible assets. 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. In the annual impairment test, the Company first assesses qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. In assessing the qualitative factors, management considers the impact of these key factors: macro-economic conditions, industry and market environment, overall financial performance of the Company, cash flow from operating activities, market capitalization and stock price. If management determines as a result of the qualitative assessment that it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, then the quantitative test is required. Otherwise, no further testing is required. In a quantitative test, the Company compares the fair value of indefinite-lived intangible assets to its carrying value including goodwill. The Company determines the fair value using both an income approach and a market approach. Under the income approach, fair value is determined based on estimated future cash flows, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of the Company and the rate of return an outside investor would expect to earn. Under the market-based approach, information regarding the Company is utilized as well as publicly available industry information to determine earnings multiples that are used to value the Company. If the carrying value of the Company exceeds its fair value, the Company will determine the amount of impairment loss by comparing the implied fair value of goodwill with the carrying value of goodwill. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. |
Investment In Non Public Companies [Policy Text Block] | Investment in Non-Public Company On February 15, 2011, the Company made an investment in Windset which is reported as an investment in non-public company, fair value, in the accompanying Consolidated Balance Sheets as of May 29, 2016 and May 31, 2015. The Company has elected to account for its investment in Windset under the fair value option (see Note 2). |
Self Insurance Reserve [Policy Text Block] | Partial Self-I nsurance on Employee Health and Workers Compensation Plans The Company provides health insurance benefits to eligible employees under a self-insured plans whereby the Company pays actual medical claims subject to certain stop loss limits and self-insures its workers compensation claims. 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 29, 2016. 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 29, 2016, $832,000 was recognized as advances from customers. At May 31, 2015, $843,000 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 (Loss) Income, following the consolidated net income (loss) 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 balances of $1.6 million at May 29, 2016 and $1.7 million at May 31, 2015 was 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 29, 2016, the Company had a $1.2 million 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 (loss) income per share (in thousands, except per share amounts): Fiscal Year Ended May 29, 2016 Fiscal Year Ended May 31, 2015 Fiscal Year Ended May 25, 2014 Numerator: Net (loss) income applicable to Common Stockholders $ (11,641 ) $ 13,544 $ 19,145 Denominator: Weighted average shares for basic net (loss) income per share 27,044 26,884 26,628 Effect of dilutive securities: Stock options and restricted stock units — 452 492 Weighted average shares for diluted net (loss) income per share 27,044 27,336 27,120 Diluted net (loss) income per share $ (0.43 ) $ 0.50 $ 0.71 Due to the Company’s net loss for fiscal year 2016, the net loss per share includes only weighted average shares outstanding and thus excludes 1.6 million of outstanding options and RSUs as such impacts would be antidilutive for fiscal year 2016. Options to purchase 371,115 and 333,993 shares of Common Stock at a weighted average exercise price of $14.02 and $14.15 per share were outstanding during fiscal years ended May 31, 2015 and May 25, 2014, 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, 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 Ended May 29, 2016 Fiscal Year Ended May 31, 2015 Fiscal Year Ended May 25, 2014 Options $ 1,352 $ 561 $ 558 RSUs 2,113 1,016 798 Total stock-based compensation expense $ 3,465 $ 1,577 $ 1,356 The following table summarizes the stock-based compensation by income statement line item (in thousands): Fiscal Year Ended May 29, 2016 Fiscal Year Ended May 31, 2015 Fiscal Year Ended May 25, 2014 Research and development $ 241 $ 38 $ 39 Sales, general and administrative 3,224 1,539 1,317 Total stock-based compensation expense $ 3,465 $ 1,577 $ 1,356 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 Fiscal Year Ended May 29, 2016 Fiscal Year Ended May 31, 2015 Fiscal Year Ended May 25, 2014 Expected life (in years) 3.38 3.25 3.50 Risk-free interest rate 1.09 % 1.00 % 0.71 % Volatility 31 % 32 % 41 % 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 29, 2016, May 31, 2015 and May 25, 2014 was $2.85, $3.42 and $4.41 per share, respectively. No stock options were granted above or below grant date market prices during the fiscal years ended May 29, 2016, May 31, 2015 and May 25, 2014. |
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 2 to the Consolidated Financial Statements). 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 29, 2016 and May 31, 2015, the only asset of the Company that was measured at fair value on a recurring basis was its minority interest investment in Windset. The Company has elected the fair value option of accounting for its investment in Windset. The calculation of fair value utilizes significant unobservable inputs, 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 29, 2016 and May 31, 2015 was due to the Company’s 26.9% 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 29, 2016 At May 31, 2015 Annual consolidated revenue growth rates 4 % 4 % Annual consolidated expense growth rates 4 % 4 % Consolidated income tax rates 15 % 15 % Consolidated discount rates 12.5 % 15% to 21 % 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 marketability 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 29, 2016 10% increase in revenue growth rates $ 600 10% increase in expense growth rates $ (600 ) 10% increase in income tax rates $ - 10% increase in discount rates $ (300 ) 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 fair value of the Company’s Windset investment as of May 29, 2016 and May 31, 2015 was $62.7 million and $61.5 million, respectively. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), 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 2019 with early application permitted in the first quarter of the Company’s fiscal year 2018. 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. Debt Issuance Costs In April 2015, the FASB issued ASU No. 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs,” which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The new guidance is effective for the Company beginning in the first quarter of fiscal year 2017, with early adoption permitted. Management does not expect that adoption of ASU 2015-03 will have a significant impact on its Consolidated Financial Statements and disclosures. Balance Sheet Classification of Deferred Taxes In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires all deferred tax assets and liabilities to be presented on the consolidated balance sheets as noncurrent. Deferred Taxes were previously required to be classified as current or non-current on the Lease s In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use-assets. ASU 2016-02 also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The new guidance is effective for the Company beginning in the first quarter of fiscal year 2020 on a modified retrospective basis, with early adoption permitted. Management is currently evaluating the effect ASU 2016-02 will have on the Company's Consolidated Financial Statements and disclosures. Stock-Based Compensation In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting (Topic 718),” which changes how companies account for certain aspects of stock-based awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance is effective for the Company beginning in the first quarter of fiscal year 2018, with early adoption permitted. Management is currently evaluating the effect ASU 2016-09 will have on the Company's Consolidated Financial Statements and disclosures. |
Note 1 - Organization, Basis 20
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
May 29, 2016 | |
Notes Tables | |
Allowance for Credit Losses on Financing Receivables [Table Text Block] | Balance at beginning of period Adjustments charged to revenue and expenses Write offs, net of recoveries Balance at end of period Year ended May 25, 2014 $ 583 $ 143 $ (210 ) $ 516 Year ended May 31, 2015 $ 516 $ — $ (134 ) $ 382 Year ended May 29, 2016 $ 382 $ 63 $ (110 ) $ 335 |
Revenue Recognition, Multiple-deliverable Arrangements [Table Text Block] | Year ended May 29 , 201 6 Year ended May 31 , 201 5 Year ended May 25 , 201 4 Recorded upon shipment $ 458,985 $ 465,484 $ 398,938 Recorded upon acceptance in foreign port 64,181 67,714 69,710 Revenue from multiple element arrangements 13,400 4,253 6,811 Revenue from license fees, R&D contracts and royalties 4,533 1,806 1,354 Total $ 541,099 $ 539,257 $ 476,813 |
Schedule of Inventory, Current [Table Text Block] | May 29, 2016 May 31, 2015 Finished goods $ 12,165 $ 13,271 Raw materials 9,855 9,879 Work in progress 3,515 1,877 Total inventories $ 25,535 $ 25,027 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Fiscal Year Ended May 29, 2016 Fiscal Year Ended May 31, 2015 Fiscal Year Ended May 25, 2014 Numerator: Net (loss) income applicable to Common Stockholders $ (11,641 ) $ 13,544 $ 19,145 Denominator: Weighted average shares for basic net (loss) income per share 27,044 26,884 26,628 Effect of dilutive securities: Stock options and restricted stock units — 452 492 Weighted average shares for diluted net (loss) income per share 27,044 27,336 27,120 Diluted net (loss) income per share $ (0.43 ) $ 0.50 $ 0.71 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Fiscal Year Ended May 29, 2016 Fiscal Year Ended May 31, 2015 Fiscal Year Ended May 25, 2014 Options $ 1,352 $ 561 $ 558 RSUs 2,113 1,016 798 Total stock-based compensation expense $ 3,465 $ 1,577 $ 1,356 Fiscal Year Ended May 29, 2016 Fiscal Year Ended May 31, 2015 Fiscal Year Ended May 25, 2014 Research and development $ 241 $ 38 $ 39 Sales, general and administrative 3,224 1,539 1,317 Total stock-based compensation expense $ 3,465 $ 1,577 $ 1,356 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Fiscal Year Ended May 29, 2016 Fiscal Year Ended May 31, 2015 Fiscal Year Ended May 25, 2014 Expected life (in years) 3.38 3.25 3.50 Risk-free interest rate 1.09 % 1.00 % 0.71 % Volatility 31 % 32 % 41 % Dividend yield 0 % 0 % 0 % |
Schedule of Effect of Significant Unobservable Inputs for Investment [Table Text Block] | At May 29, 2016 At May 31, 2015 Annual consolidated revenue growth rates 4 % 4 % Annual consolidated expense growth rates 4 % 4 % Consolidated income tax rates 15 % 15 % Consolidated discount rates 12.5 % 15% to 21 % |
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 29, 2016 10% increase in revenue growth rates $ 600 10% increase in expense growth rates $ (600 ) 10% increase in income tax rates $ - 10% increase in discount rates $ (300 ) |
Note 3 - Property and Equipme21
Note 3 - Property and Equipment (Tables) | 12 Months Ended |
May 29, 2016 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | Years of Useful Life May 29, 2016 May 31, 2015 Land and buildings 15 - 40 $ 67,192 $ 57,426 Leasehold improvements 3 - 20 1,620 1,360 Computers, capitalized software, machinery, equipment and autos 3 - 20 87,464 68,260 Furniture and fixtures 3 - 7 901 804 Construction in process 17,677 6,837 Gross property and equipment 174,854 134,687 Less accumulated depreciation and amortization (53,974 ) (50,222 ) Net property and equipment $ 120,880 $ 84,465 |
Note 4 - Intangible Assets (Tab
Note 4 - Intangible Assets (Tables) | 12 Months Ended |
May 29, 2016 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Trademarks & Trade names Customer Relationships Total 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 Amortization expense — (885 ) (885 ) Balance as of May 31, 2015 48,428 7,835 56,263 Impaired during the period (34,000 ) — (34,000 ) Amortization expense — (867 ) (867 ) Balance as of May 29, 2016 $ 14,428 $ 6,968 $ 21,396 |
Note 5 - Stockholders' Equity (
Note 5 - Stockholders' Equity (Tables) | 12 Months Ended |
May 29, 2016 | |
Notes Tables | |
Schedule of Share-based Compensation, Activity [Table Text Block] | Restricted Stock Outstanding Stock Options Outstanding RSUs and Options Available for Grant Number of Restricted Shares Weighted Average Grant Date Fair Value Number of Stock Options Weighted Average Exercise Price 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 $ 14.30 291,500 $ 14.30 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 Granted (1,118,857 ) 324,357 $ 13.97 794,500 $ 14.20 Awarded/Exercised — (79,219 ) $ 11.57 (205,419 ) $ 6.55 Forfeited — (1,667 ) $ 14.30 (2,223 ) $ 14.30 Plan shares expired — — — (66,000 ) $ 11.32 Balance at May 31, 2015 881,143 392,771 $ 14.15 1,736,718 $ 11.19 Granted (443,175 ) 177,675 $ 12.10 265,500 $ 12.04 Awarded/Exercised — (32,439 ) $ 13.28 (220,717 ) $ 6.44 Forfeited 28,000 (11,166 ) $ 14.36 (24,473 ) $ 14.38 Plan shares expired — — — (25,554 ) $ 9.86 Balance at May 29, 2016 465,968 526,841 $ 13.51 1,731,474 $ 11.90 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Options Outstanding Options Exercisable Range of Exercise Prices Number of Shares Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Aggregate Intrinsic Value Number of Shares Exercisable Weighted Aggregate $5.00 - $9.00 401,807 1.23 $ 5.86 $ 2,249,268 401,807 $ 5.86 $ 2,249,268 $9.01 - $13.50 312,167 6.35 $ 11.86 $ 54,784 36,617 $ 10.56 $ 40,834 $13.51 - $14.30 364,000 4.41 $ 14.13 $ — 308,722 $ 14.20 $ — $14.31 - $14.39 653,500 6.00 $ 14.39 $ — 216,687 $ 14.39 $ — $5.00 - $14.39 1,731,474 4.62 $ 11.90 $ 2,304,052 963,833 $ 10.63 $ 2,290,102 |
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 Average Remaining Contract Term (in years) Aggregate Intrinsic Value Vested 963,833 $ 10.63 3.38 $ 2,290,102 Expected to vest 750,704 $ 13.51 6.17 13,517 Total 1,714,537 $ 11.89 4.60 $ 2,303,619 |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 12 Months Ended |
May 29, 2016 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | May 29, 2016 May 31, 2015 Real property 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 $ 14,167 $ 15,172 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 5,904 7,705 Capital equipment loan with GE Capital; due in monthly principal and interest payments of $95,120 through July 17, 2019 with interest based on a fixed rate of 3.68% per annum 5,558 6,476 Capital equipment loan with GE Capital; due in monthly principal and interest payments of $55,828 through December 1, 2019 with interest based on a fixed rate of 3.74% per annum 3,375 3,907 Capital equipment loan with Bank of America (“BofA”); due in monthly principal and interest payments of $68,274 through June 28, 2020 with interest based on a fixed rate of 2.79% per annum 3,158 3,819 Real property loan agreement with GE Capital ; due in monthly principal payments of $46,000 through March 1, 2026, plus interest payable monthly at LIBOR plus 2.25% per annum 7,622 — Capital equipment loan with GE Capital; due in monthly principal payments of $122,000 through March 1, 2021, plus interest payable monthly at LIBOR plus 2.25% per annum 8,873 — Capital equipment loan with BofA; due in monthly principal and interest payments of $75,000 through November 27, 2020 with interest based on a fixed rate of 2.92% per annum 3,940 — Term note with BMO Harris Bank N.A. (“BMO Harris”); due in monthly principal payments of $250,000 through May 23, 2016, plus interest payable monthly at LIBOR plus 2% per annum — 3,000 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 (0.59% and 0.31% at May 29, 2016 and May 31, 2015, respectively) 2,065 2,440 Total 54,662 42,519 Less current portion (8,048 ) (8,353 ) Long-term portion $ 46,614 $ 34,166 |
Schedule of Maturities of Long-term Debt [Table Text Block] | GE GE RE Loans M&E Loans BofA Loans IRB Total FY 2017 1,431 4,686 1,541 390 8,048 FY 2018 1,474 4,829 1,585 400 8,288 FY 2019 1,518 4,975 1,631 410 8,534 FY 2020 1,564 5,541 1,678 425 9,208 FY 2021 1,613 3,679 663 440 6,395 Thereafter 14,189 — — — 14,189 Total $ 21,789 $ 23,710 $ 7,098 $ 2,065 $ 54,662 |
Note 7 - Income Taxes (Tables)
Note 7 - Income Taxes (Tables) | 12 Months Ended |
May 29, 2016 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year ended Year ended Year ended May 29, 2016 May 31, 2015 May 25, 2014 Current: Federal $ 2,382 $ 3,480 $ 4,785 State (82 ) 43 157 Foreign 83 71 56 Total 2,383 3,594 4,998 Deferred: Federal (9,177 ) 3,789 5,059 State (610 ) 363 526 Total (9,787 ) 4,152 5,585 Income tax (benefit)/expense $ (7,404 ) $ 7,746 $ 10,583 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended May 29, 2016 Year Ended May 31, 2015 Year Ended May 25, 2014 Provision at U.S. statutory rate of 35% $ (6,666 ) $ 7,451 $ 10,405 State income taxes, net of federal benefit (504 ) 566 711 Change in valuation allowance 6 353 99 Tax credits (156 ) (375 ) (378 ) Domestic manufacturing deduction (307 ) (369 ) (406 ) Stock-based compensation 173 142 (47 ) Other 50 (22 ) 199 Total $ (7,404 ) $ 7,746 $ 10,583 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | May 29, 2016 May 31, 2015 Deferred tax assets: Net operating loss carryforwards $ 3,030 $ 3,415 Accruals and reserves 1,836 1,964 Stock-based compensation 1,436 662 Research and AMT credit carryforwards 468 515 Other 926 966 Gross deferred tax assets 7,696 7,522 Valuation allowance (1,240 ) (1,234 ) Net deferred tax assets 6,456 6,288 Deferred tax liabilities: Basis difference in investment in non-public company (11,125 ) (10,753 ) Depreciation and amortization (9,758 ) (7,186 ) Goodwill and other indefinite life intangibles (8,015 ) (20,578 ) Deferred tax liabilities (28,898 ) (38,517 ) Net deferred tax liabilities $ (22,442 ) $ (32,229 ) |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | As of May 29 , 201 6 May 31 , 201 5 May 25, 2014 Unrecognized tax benefits – beginning of the period $ 987 $ 1,035 $ 998 Gross increases – tax positions in prior period 1 17 7 Gross decreases – tax positions in prior period (223 ) (141 ) (48 ) Gross increases – current-period tax positions 77 76 78 Unrecognized tax benefits – end of the period $ 842 $ 987 $ 1,035 |
Note 8 - Commitments and Cont26
Note 8 - Commitments and Contingencies (Tables) | 12 Months Ended |
May 29, 2016 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Amount FY 2017 $ 3,353 FY 2018 2,625 FY 2019 1,330 FY 2020 612 FY 2021 198 Thereafter 432 Total $ 8,550 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | FY 2017 $ 453 FY 2018 462 FY 2019 472 FY 2020 483 FY 2021 486 Thereafter 3,950 Total minimum lease payment 6,306 Less: amounts representing interest and taxes (2,445 ) Total 3,861 Less current portion included in other accrued liabilities (57 ) Long-term capital lease obligation $ 3,804 |
Note 10 - Business Segment Re27
Note 10 - Business Segment Reporting (Tables) | 12 Months Ended |
May 29, 2016 | |
Notes Tables | |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | May 29, 2016 May 31, 2015 May 25, 2014 Canada $ 80.6 $ 79.7 $ 46.6 Taiwan $ 32.3 $ 32.1 $ 30.7 Belgium $ 13.4 $ 6.8 $ 13.1 Indonesia $ 9.4 $ 9.0 $ 9.6 China $ 8.3 $ 9.0 $ 8.2 Japan $ 6.4 $ 8.5 $ 9.9 All Other Countries $ 17.0 $ 18.4 $ 19.1 |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Fiscal Year Ended May 29, 2016 Packaged Fresh Vegetables Food Export Biomaterials Corporate TOTAL Net sales $ 423,859 $ 64,181 $ 50,470 $ 2,589 $ 541,099 International sales $ 81,242 $ 64,181 $ 21,993 $ — $ 167,416 Gross profit $ 40,479 $ 4,176 $ 24,081 $ 2,221 $ 70,957 Net income (loss) $ (31,975 ) $ 699 $ 9,499 $ 10,136 $ (11,641 ) Identifiable assets $ 213,341 $ 29,124 $ 98,986 $ 2,019 $ 343,470 Depreciation and amortization $ 6,648 $ 1 $ 2,606 $ 140 $ 9,395 Capital expenditures $ 26,892 $ — $ 13,975 $ — $ 40,867 Dividend income $ 1,650 $ — $ — $ — $ 1,650 Interest income $ 46 $ — $ 25 $ — $ 71 Interest expense $ 1,721 $ — $ 266 $ — $ 1,987 Income tax expense (benefit) $ 415 $ 143 $ 1,946 $ (9,908 ) $ (7,404 ) Fiscal Year Ended May 31, 2015 Net sales $ 430,415 $ 67,837 $ 40,432 $ 573 $ 539,257 International sales $ 80,500 $ 67,714 $ 15,246 $ — $ 163,460 Gross profit $ 45,993 $ 4,252 $ 14,609 $ 553 $ 65,407 Net income (loss) $ 17,145 $ 1,041 $ 3,838 $ (8,480 ) $ 13,544 Identifiable assets $ 228,672 $ 27,746 $ 85,779 $ 4,268 $ 346,465 Depreciation and amortization $ 4,766 $ 6 $ 2,184 $ 134 $ 7,090 Capital expenditures $ 12,895 $ — $ 4,499 $ 117 $ 17,511 Dividend income $ 1,417 $ — $ — $ — $ 1,417 Interest income $ 32 $ — $ 254 $ 29 $ 315 Interest expense $ 1,655 $ — $ 174 $ — $ 1,829 Income tax expense $ 792 $ 48 $ 177 $ 6,729 $ 7,746 Fiscal Year Ended May 25, 2014 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 |
Note 11 - Quarterly Consolida28
Note 11 - Quarterly Consolidated Financial Information (unaudited) (Tables) | 12 Months Ended |
May 29, 2016 | |
Notes Tables | |
Quarterly Financial Information [Table Text Block] | FY 2016 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter FY 2016 Revenues $ 135,355 $ 140,441 $ 129,990 $ 135,313 $ 541,099 Gross profit $ 17,977 $ 17,265 $ 12,931 $ 22,784 $ 70,957 Net income (loss) $ 2,952 $ 1,868 $ (21,190 ) $ 4,729 $ (11,641 ) Net income (loss) per basic share $ 0.11 $ 0.07 $ (0.78 ) $ 0.17 $ (0.43 ) Net income (loss) per diluted share $ 0.11 $ 0.07 $ (0.78 ) $ 0.17 $ (0.43 ) FY 2015 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter FY 2015 Revenues $ 133,614 $ 132,665 $ 138,530 $ 134,448 $ 539,257 Gross profit $ 14,188 $ 15,666 $ 16,885 $ 18,668 $ 65,407 Net income $ 2,353 $ 3,223 $ 3,772 $ 4,196 $ 13,544 Net income per basic share $ 0.09 $ 0.12 $ 0.14 $ 0.16 $ 0.50 Net income per diluted share $ 0.09 $ 0.12 $ 0.14 $ 0.15 $ 0.50 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 |
Note 1 - Organization, Basis 29
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 12 Months Ended | ||||
Feb. 28, 2016USD ($) | May 29, 2016USD ($)$ / sharesshares | May 31, 2015USD ($)$ / sharesshares | May 25, 2014USD ($)$ / sharesshares | May 31, 2016USD ($) | Jul. 15, 2014 | |
Apio [Member] | ||||||
Due from Related Parties | $ 0 | |||||
Windset [Member] | Cost of Sales [Member] | ||||||
Revenue from Related Parties | 666,000 | $ 537,000 | $ 365,000 | |||
Related Party Costs | 32,000 | 1,600,000 | 1,600,000 | |||
Windset [Member] | Accounts Payable, Related Parties [Member] | ||||||
Accounts Payable, Related Parties | $ 0 | 244,000 | ||||
Windset [Member] | ||||||
Investment Ownership Percentage | 26.90% | |||||
Accounts Receivable, Related Parties, Current | $ 523,000 | $ 306,000 | ||||
Windset [Member] | ||||||
Investment Ownership Percentage | 26.90% | 26.90% | 26.90% | |||
Investments, Fair Value Disclosure | $ 62,700,000 | $ 61,500,000 | ||||
Apio Cooling, LP [Member] | Apio [Member] | ||||||
Investment Ownership Percentage | 60.00% | |||||
Apio Cooling, LP [Member] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 60.00% | |||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 1,600,000 | $ 1,700,000 | ||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Costco and Wal-mart [Member] | ||||||
Number of Major Customers | 2 | 2 | ||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Costco [Member] | ||||||
Concentration Risk, Percentage | 20.00% | 21.00% | ||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Wal-mart [Member] | ||||||
Concentration Risk, Percentage | 12.00% | 11.00% | ||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | International Customers [Member] | ||||||
Concentration Risk, Percentage | 31.00% | 30.00% | ||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | HA Based Biomaterials [Member] | Ophthalmic [Member] | ||||||
Concentration Risk, Percentage | 55.00% | |||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | HA Based Biomaterials [Member] | Orthopedic [Member] | ||||||
Concentration Risk, Percentage | 20.00% | |||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | HA Based Biomaterials [Member] | Other/Non-HA [Member] | ||||||
Concentration Risk, Percentage | 25.00% | |||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | ||||||
Number of Major Customers | 5 | 5 | ||||
Concentration Risk, Percentage | 45.00% | 46.00% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Costco [Member] | ||||||
Concentration Risk, Percentage | 13.00% | 15.00% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wal-mart [Member] | ||||||
Concentration Risk, Percentage | 15.00% | 13.00% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||||
Number of Major Customers | 2 | 2 | ||||
HA Based Biomaterials [Member] | ||||||
Number of Product Segments | 3 | |||||
Goodwill | $ 13,900,000 | 13,900,000 | $ 13,900,000 | |||
Biomaterials [Member] | ||||||
Goodwill | $ 13,900,000 | |||||
Packaged Fresh Vegetables [Member] | ||||||
Goodwill | $ 35,700,000 | |||||
Buildings and Leasehold Improvements [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||
Buildings and Leasehold Improvements [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 40 years | |||||
Furniture and Fixtures, Computers, Capitalized Software, Capitalized Leases, Machinery, Equipment and Autos [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||
Furniture and Fixtures, Computers, Capitalized Software, Capitalized Leases, Machinery, Equipment and Autos [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 20 years | |||||
Software Development [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||
Software Development [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 7 years | |||||
Minimum [Member] | Customer Relationships [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 12 years | |||||
Maximum [Member] | Customer Relationships [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 13 years | |||||
Customer Relationships [Member] | ||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | ||||||
GreenLine Trademark [Member] | ||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 34,000,000 | $ 34,000,000 | ||||
Indefinite-Lived Trademarks | $ 2,000,000 | |||||
Outstanding Options and RSUs [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 1,600,000 | |||||
Goodwill, Impairment Loss | $ 0 | 0 | 0 | |||
Number of Proprietary Platforms | 2 | |||||
Advertising Expense | $ 2,100,000 | 1,300,000 | 447,000 | |||
Capitalized Computer Software, Additions | 174,000 | 509,000 | 913,000 | |||
Goodwill | 49,620,000 | 49,620,000 | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 34,000,000 | |||||
Indefinite-Lived Trademarks | 14,428,000 | 48,428,000 | ||||
Deferred Revenue | 832,000 | 843,000 | ||||
Stockholders' Equity Attributable to Noncontrolling Interest | 1,622,000 | 1,677,000 | ||||
Deferred Tax Assets, Valuation Allowance | $ 1,240,000 | $ 1,234,000 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 371,115 | 333,993 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 14.02 | $ 14.15 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 2.85 | $ 3.42 | $ 4.41 |
Note 1 - Organization, Basis 30
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Allowance for Sales Returns and Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Balance at beginning of period | $ 382 | $ 516 | $ 583 |
Additions from acquisitions and adjustments charged to revenue and expenses | 63 | 143 | |
Write offs, net of recoveries | (110) | (134) | (210) |
Balance at end of period | $ 335 | $ 382 | $ 516 |
Note 1 - Organization, Basis 31
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Revenue Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
May 29, 2016 | Feb. 28, 2016 | Nov. 29, 2015 | Aug. 30, 2015 | May 31, 2015 | Mar. 01, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May 25, 2014 | Feb. 23, 2014 | Nov. 24, 2013 | Aug. 25, 2013 | May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Revenue Recorded Upon Shipment [Member] | |||||||||||||||
Revenue | $ 458,985 | $ 465,484 | $ 398,938 | ||||||||||||
Revenue Recorded Upon Acceptance in Foreign Port [Member] | |||||||||||||||
Revenue | 64,181 | 67,714 | 69,710 | ||||||||||||
Revenue from Multiple Element Arrangements [Member] | |||||||||||||||
Revenue | 13,400 | 4,253 | 6,811 | ||||||||||||
Revenue from License Fees, R&D Contracts and Royalties/Profit Sharing [Member] | |||||||||||||||
Revenue | 4,533 | 1,806 | 1,354 | ||||||||||||
Revenue | $ 135,313 | $ 129,990 | $ 140,441 | $ 135,355 | $ 134,448 | $ 138,530 | $ 132,665 | $ 133,614 | $ 120,929 | $ 126,379 | $ 120,026 | $ 109,479 | $ 541,099 | $ 539,257 | $ 476,813 |
Note 1 - Organization, Basis 32
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Components of Inventories (Details) - USD ($) $ in Thousands | May 29, 2016 | May 31, 2015 |
Finished goods | $ 12,165 | $ 13,271 |
Raw materials | 9,855 | 9,879 |
Work in progress | 3,515 | 1,877 |
Total inventories | $ 25,535 | $ 25,027 |
Note 1 - Organization, Basis 33
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
May 29, 2016 | Feb. 28, 2016 | Nov. 29, 2015 | Aug. 30, 2015 | May 31, 2015 | Mar. 01, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May 25, 2014 | Feb. 23, 2014 | Nov. 24, 2013 | Aug. 25, 2013 | May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Numerator: | |||||||||||||||
Net (loss) income applicable to Common Stockholders | $ (11,641) | $ 13,544 | $ 19,145 | ||||||||||||
Denominator: | |||||||||||||||
Weighted average shares for basic net (loss) income per share (in shares) | 27,044 | 26,884 | 26,628 | ||||||||||||
Effect of dilutive securities: | |||||||||||||||
Stock options and restricted stock units (in shares) | 452 | 492 | |||||||||||||
Weighted average shares for diluted net (loss) income per share (in shares) | 27,044 | 27,336 | 27,120 | ||||||||||||
Diluted net (loss) income per share (in dollars per share) | $ 0.17 | $ (0.78) | $ 0.07 | $ 0.11 | $ 0.15 | $ 0.14 | $ 0.12 | $ 0.09 | $ 0.17 | $ 0.24 | $ 0.13 | $ 0.18 | $ (0.43) | $ 0.50 | $ 0.71 |
Note 1 - Organization, Basis 34
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Summary of Stock-based Compensation by Income Statement Line Item (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Employee Stock Option [Member] | |||
Stock-based compensation expense | $ 1,352 | $ 561 | $ 558 |
Restricted Stock Units (RSUs) [Member] | |||
Stock-based compensation expense | 2,113 | 1,016 | 798 |
Research and Development Expense [Member] | |||
Stock-based compensation expense | 241 | 38 | 39 |
Selling, General and Administrative Expenses [Member] | |||
Stock-based compensation expense | 3,224 | 1,539 | 1,317 |
Stock-based compensation expense | $ 3,465 | $ 1,577 | $ 1,356 |
Note 1 - Organization, Basis 35
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value of Stock Option, Weighted Average Assumptions (Details) | 12 Months Ended | ||
May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Expected life (in years) | 3 years 138 days | 3 years 91 days | 3 years 182 days |
Risk-free interest rate | 1.09% | 1.00% | 0.71% |
Volatility | 31.00% | 32.00% | 41.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Note 1 - Organization, Basis 36
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Significant Unobservable Inputs Used in Discounted Cash Flow Models (Details) | 12 Months Ended | |
May 29, 2016 | May 31, 2015 | |
Minimum [Member] | ||
Consolidated discount rates | 15.00% | |
Maximum [Member] | ||
Consolidated discount rates | 21.00% | |
Annual consolidated revenue growth rates | 4.00% | 4.00% |
Annual consolidated expense growth rates | 4.00% | 4.00% |
Consolidated income tax rates | 15.00% | 15.00% |
Consolidated discount rates | 12.50% |
Note 1 - Organization, Basis 37
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Assumptions Used in Discounted Cash Flow Models (Details) $ in Millions | May 29, 2016USD ($) |
10% increase in revenue growth rates | $ 0.6 |
10% increase in expense growth rates | (0.6) |
10% increase in income tax rates | |
10% increase in discount rates | $ (0.3) |
Note 2 - Investments in Non-p38
Note 2 - Investments in Non-public Company (Details Textual) - USD ($) | Mar. 01, 2015 | Jul. 15, 2014 | Jul. 15, 2014 | Oct. 29, 2014 | Feb. 15, 2011 | May 29, 2016 | May 31, 2015 | May 25, 2014 |
Other Comprehensive Income (Loss) [Member] | Aesthetic Sciences [Member] | ||||||||
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net | $ 793,000 | |||||||
Windset [Member] | Apio [Member] | Senior A Preferred Stock [Member] | ||||||||
Investment In Non Public Company Shares | 150,000 | |||||||
Payments to Acquire Investments | $ 15,000,000 | |||||||
Preferred Stock, Liquidation Preference, Value | $ 15,000,000 | |||||||
Windset [Member] | Apio [Member] | Common Stock [Member] | ||||||||
Investment In Non Public Company Shares | 68 | 68 | 201 | |||||
Payments to Acquire Investments | $ 201 | |||||||
Windset [Member] | Apio [Member] | Junior Preferred Shares [Member] | ||||||||
Investment In Non Public Company Shares | 51,211 | 51,211 | ||||||
Preferred Stock, Liquidation Preference, Value | 5,100,000 | |||||||
Windset [Member] | Apio [Member] | Senior B Preferred Stock [Member] | First Anniversary [Member] | ||||||||
Investments, Value of Shares with Put Option | $ 1,500,000 | |||||||
Windset [Member] | Apio [Member] | Senior B Preferred Stock [Member] | Second Anniversary [Member] | ||||||||
Investments, Value of Shares with Put Option | 2,750,000 | |||||||
Windset [Member] | Apio [Member] | Senior B Preferred Stock [Member] | Third Anniversary [Member] | ||||||||
Investments, Value of Shares with Put Option | $ 2,750,000 | |||||||
Windset [Member] | Apio [Member] | Senior B Preferred Stock [Member] | ||||||||
Investment In Non Public Company Shares | 70,000 | |||||||
Payments to Acquire Investments | $ 7,000,000 | |||||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | |||||||
Windset [Member] | Apio [Member] | ||||||||
Payments to Acquire Investments | $ 11,000,000 | |||||||
Preferred Stock, Liquidation Preference, Value | 20,100,000 | |||||||
Windset [Member] | Other Income [Member] | ||||||||
Gain (Loss) on Investments | $ 1,200,000 | $ 3,900,000 | $ 10,000,000 | |||||
Windset [Member] | ||||||||
Investment Ownership Percentage | 26.90% | 26.90% | 26.90% | 26.90% | ||||
Investment Income, Dividend | $ 1,700,000 | $ 1,400,000 | 1,100,000 | |||||
Senior A Preferred Stock [Member] | ||||||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | |||||||
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net | 793,000 | |||||||
Payments to Acquire Investments | 18,000,000 | |||||||
Investment Income, Dividend | $ 1,650,000 | $ 1,417,000 | $ 1,125,000 |
Note 3 - Property and Equipme39
Note 3 - Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | ||
May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Amortization of Leased Asset | $ 49,000 | $ 0 | $ 0 |
Depreciation, Depletion and Amortization, Nonproduction | 8,200,000 | 6,200,000 | 6,200,000 |
Capitalized Computer Software, Amortization | 269,000 | 158,000 | $ 189,000 |
Capitalized Computer Software, Net | $ 865,000 | $ 1,100,000 |
Note 3 - Property and Equipme40
Note 3 - Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
May 29, 2016 | May 31, 2015 | |
Minimum [Member] | Land and Building [Member] | ||
Property, Plant and Equipment, Useful Life | 15 years | |
Minimum [Member] | Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Minimum [Member] | Computer Capitalized Software Machinery Equipment and Auto [Member] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum [Member] | Land and Building [Member] | ||
Property, Plant and Equipment, Useful Life | 40 years | |
Maximum [Member] | Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Useful Life | 20 years | |
Maximum [Member] | Computer Capitalized Software Machinery Equipment and Auto [Member] | ||
Property, Plant and Equipment, Useful Life | 20 years | |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Land and Building [Member] | ||
Property and Equipment | $ 67,192 | $ 57,426 |
Leasehold Improvements [Member] | ||
Property and Equipment | 1,620 | 1,360 |
Computer Capitalized Software Machinery Equipment and Auto [Member] | ||
Property and Equipment | 87,464 | 68,260 |
Furniture and Fixtures [Member] | ||
Property and Equipment | 901 | 804 |
Construction in Progress [Member] | ||
Property and Equipment | 17,677 | 6,837 |
Property and Equipment | 174,854 | 134,687 |
Less Accumulated Depreciation and Amortization | (53,974) | (50,222) |
Net Property and Equipment | $ 120,880 | $ 84,465 |
Note 4 - Intangible Assets (Det
Note 4 - Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |||
May 29, 2016 | May 31, 2016 | May 31, 2015 | May 25, 2014 | |
Food Products Technology [Member] | ||||
Goodwill | $ 35,700,000 | $ 35,700,000 | $ 35,700,000 | |
HA Based Biomaterials [Member] | ||||
Goodwill | $ 13,900,000 | 13,900,000 | $ 13,900,000 | |
Trade Names [Member] | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 872,000 | 872,000 | ||
Customer Relationships [Member] | Lifecore [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 12 years | |||
Customer Relationships [Member] | Apio [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 13 years | |||
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 4,200,000 | 3,400,000 | ||
Lifecore [Member] | ||||
Finite-Lived Customer Relationships, Gross | 3,700,000 | |||
Apio [Member] | ||||
Finite-Lived Customer Relationships, Gross | 7,500,000 | |||
Goodwill | 49,620,000 | 49,620,000 | ||
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 | |||
Goodwill, Impaired, Accumulated Impairment Loss | 38,800,000 | $ 4,800,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 885,000 |
Note 4 - Intangible Assets - Ot
Note 4 - Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Trademarks and Trade Names [Member] | |||
Balance | $ 48,428 | $ 48,428 | $ 48,428 |
Amortization expense | |||
Balance | 14,428 | 48,428 | 48,428 |
Impaired during the period | (34,000) | ||
Customer Relationships [Member] | |||
Balance | 7,835 | 8,720 | 9,606 |
Amortization expense | (867) | (885) | (886) |
Balance | 6,968 | 7,835 | 8,720 |
Impaired during the period | |||
Balance | 56,263 | 57,148 | 58,034 |
Amortization expense | (867) | (885) | (886) |
Balance | 21,396 | 56,263 | 57,148 |
Impaired during the period | $ (34,000) |
Note 5 - Stockholders' Equity43
Note 5 - Stockholders' Equity (Details Textual) - USD ($) | 12 Months Ended | |||||
May 29, 2016 | May 31, 2015 | May 25, 2014 | May 27, 2016 | May 26, 2013 | Jul. 14, 2010 | |
Stock Incentive Plan 2013 [Member] | Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 500,000 | |||||
Stock Incentive Plan 2013 [Member] | Stock Grants and Stock Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 250,000 | |||||
Stock Incentive Plan 2013 [Member] | Stock Appreciation Rights (SARs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 500,000 | |||||
Stock Incentive Plan 2013 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,000,000 | |||||
Share--based Compensation Arrangement by Share-based Payment Award Options and Non Option Equity Instruments Outstanding Number | 1,474,507 | |||||
Stock Incentive Plan 2009 [Member] | ||||||
Share--based Compensation Arrangement by Share-based Payment Award Options and Non Option Equity Instruments Outstanding Number | 783,808 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,900,000 | |||||
Employee Stock Option [Member] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 6,800,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 36 days | |||||
Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 30,000 | |||||
Preferred Stock, Shares Outstanding | 0 | |||||
Treasury Stock, Shares, Acquired | 0 | 0 | 0 | |||
Common Stock, Voting Rights | 1 | |||||
Preferred Stock, Shares Authorized | 2,000,000 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,700,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 465,968 | 881,143 | 2,000,000 | 422,977 | ||
Shares Paid for Tax Withholding for Share Based Compensation | 95,550 | 112,443 | 47,573 | |||
Payments Related to Tax Withholding for Share-based Compensation | $ 0 | $ 343,000 | $ 1,271,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options Vested, Outstanding Number | 963,833 | 849,464 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 767,641 | 887,254 | ||||
Share Price | $ 11.46 | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 418,474 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 1,100,000 | |||||
Stock Repurchase Program, Authorized Amount | $ 10,000,000 |
Note 5 - Stockholders' Equity -
Note 5 - Stockholders' Equity - Stock-based Compensation Activity (Details) - $ / shares | 12 Months Ended | ||
May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Restricted Stock [Member] | |||
Balance (in shares) | 392,771 | 149,300 | 95,330 |
Balance (in dollars per share) | $ 14.15 | $ 13.17 | $ 6.52 |
Granted (in shares) | 177,675 | 324,357 | 128,631 |
Granted (in dollars per share) | $ 12.10 | $ 13.97 | $ 14.30 |
Awarded/Exercised (in shares) | (32,439) | (79,219) | (62,499) |
Awarded/Exercised (in dollars per share) | $ 13.28 | $ 11.57 | $ 6.18 |
Forfeited (in shares) | (11,166) | (1,667) | (12,162) |
Forfeited (in dollars per share) | $ 14.36 | $ 14.30 | $ 8.86 |
Balance (in shares) | 526,841 | 392,771 | 149,300 |
Balance (in dollars per share) | $ 13.51 | $ 14.15 | $ 13.17 |
Awarded/Exercised (in dollars per share) | 13.28 | 11.57 | 6.18 |
Forfeited (in dollars per share) | 14.36 | 14.30 | 8.86 |
Granted (in dollars per share) | $ 12.10 | $ 13.97 | $ 14.30 |
Employee Stock Option [Member] | |||
Balance (in shares) | 1,736,718 | 1,215,860 | 1,339,892 |
Balance (in dollars per share) | $ 11.19 | $ 8.45 | $ 6.58 |
Granted (in shares) | 265,500 | 794,500 | 291,500 |
Granted (in dollars per share) | $ 12.04 | $ 14.20 | $ 14.30 |
Awarded/Exercised (in shares) | (220,717) | (205,419) | (398,080) |
Awarded/Exercised (in dollars per share) | $ 6.44 | $ 6.55 | $ 6.45 |
Forfeited (in shares) | (24,473) | (2,223) | (12,452) |
Forfeited (in dollars per share) | $ 14.38 | $ 14.30 | $ 6.66 |
Plan shares expired (in shares) | (25,554) | (66,000) | (5,000) |
Plan shares expired (in dollars per share) | $ 9.86 | $ 11.32 | $ 13.32 |
Balance (in shares) | 1,731,474 | 1,736,718 | 1,215,860 |
Balance (in dollars per share) | $ 11.90 | $ 11.19 | $ 8.45 |
Balance (in shares) | 881,143 | 2,000,000 | 422,977 |
Balance (in dollars per share) | $ 14.02 | $ 14.15 | |
Additional shares reserved (in shares) | 2,000,000 | ||
Granted (in shares) | (443,175) | (1,118,857) | (420,131) |
Plan shares expired (in shares) | (2,846) | ||
Balance (in shares) | 465,968 | 881,143 | 2,000,000 |
Balance (in dollars per share) | $ 14.02 | $ 14.15 | |
Forfeited (in shares) | 28,000 |
Note 5 - Stockholders' Equity45
Note 5 - Stockholders' Equity - Stock Options Outstanding and Exercisable (Details) - USD ($) | 12 Months Ended | ||
May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Range 1 [Member] | |||
Lower Range of Exercise Prices (in dollars per share) | $ 5 | ||
Upper Range of Exercise Prices (in dollars per share) | $ 9 | ||
Options Outstanding Number of Shares Outstanding (in shares) | 401,807 | ||
Options Outstanding Weighted Average Remaining Contractual Life | 1 year 83 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 5.86 | ||
Options Outstanding Aggregate Intrinsic Value | $ 2,249,268 | ||
Options Exercisable Number of Shares Exercisable (in shares) | 401,807 | ||
Options Exercisable Weighted Average Exercise Price (in dollars per share) | $ 5.86 | ||
Options Exercisable Aggregate Intrinsic Value | $ 2,249,268 | ||
Range 2 [Member] | |||
Lower Range of Exercise Prices (in dollars per share) | $ 9.01 | ||
Upper Range of Exercise Prices (in dollars per share) | $ 13.50 | ||
Options Outstanding Number of Shares Outstanding (in shares) | 312,167 | ||
Options Outstanding Weighted Average Remaining Contractual Life | 6 years 127 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 11.86 | ||
Options Outstanding Aggregate Intrinsic Value | $ 54,784 | ||
Options Exercisable Number of Shares Exercisable (in shares) | 36,617 | ||
Options Exercisable Weighted Average Exercise Price (in dollars per share) | $ 10.56 | ||
Options Exercisable Aggregate Intrinsic Value | $ 40,834 | ||
Range 3 [Member] | |||
Lower Range of Exercise Prices (in dollars per share) | $ 13.51 | ||
Upper Range of Exercise Prices (in dollars per share) | $ 14.30 | ||
Options Outstanding Number of Shares Outstanding (in shares) | 364,000 | ||
Options Outstanding Weighted Average Remaining Contractual Life | 4 years 149 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 14.13 | ||
Options Outstanding Aggregate Intrinsic Value | |||
Options Exercisable Number of Shares Exercisable (in shares) | 308,722 | ||
Options Exercisable Weighted Average Exercise Price (in dollars per share) | $ 14.20 | ||
Options Exercisable Aggregate Intrinsic Value | |||
Range 4 [Member] | |||
Lower Range of Exercise Prices (in dollars per share) | $ 14.31 | ||
Upper Range of Exercise Prices (in dollars per share) | $ 14.39 | ||
Options Outstanding Number of Shares Outstanding (in shares) | 653,500 | ||
Options Outstanding Weighted Average Remaining Contractual Life | 6 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 14.39 | ||
Options Outstanding Aggregate Intrinsic Value | |||
Options Exercisable Number of Shares Exercisable (in shares) | 216,687 | ||
Options Exercisable Weighted Average Exercise Price (in dollars per share) | $ 14.39 | ||
Options Exercisable Aggregate Intrinsic Value | |||
Range 5 [Member] | |||
Lower Range of Exercise Prices (in dollars per share) | $ 5 | ||
Upper Range of Exercise Prices (in dollars per share) | $ 14.39 | ||
Options Outstanding Number of Shares Outstanding (in shares) | 1,731,474 | ||
Options Outstanding Weighted Average Remaining Contractual Life | 4 years 226 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 11.90 | ||
Options Outstanding Aggregate Intrinsic Value | $ 2,304,052 | ||
Options Exercisable Number of Shares Exercisable (in shares) | 963,833 | ||
Options Exercisable Weighted Average Exercise Price (in dollars per share) | $ 10.63 | ||
Options Exercisable Aggregate Intrinsic Value | $ 2,290,102 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 14.02 | $ 14.15 |
Note 5 - Stockholders' Equity46
Note 5 - Stockholders' Equity - Vested and Expected to Vest Option Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
May 29, 2016 | May 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options Vested, Outstanding Number | 963,833 | 849,464 |
Vested (in dollars per share) | $ 10.63 | |
Vested | 3 years 138 days | |
Vested | $ 2,290,102 | |
Expected to vest (in shares) | 750,704 | |
Expected to vest (in dollars per share) | $ 13.51 | |
Expected to vest | 6 years 62 days | |
Expected to vest | $ 13,517 | |
Total (in shares) | 1,714,537 | |
Total (in dollars per share) | $ 11.89 | |
Total | 4 years 219 days | |
Total | $ 2,303,619 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) | Feb. 26, 2016USD ($) | May 23, 2015USD ($) | May 15, 2015USD ($) | May 23, 2012USD ($) | Aug. 19, 2015 | Jul. 17, 2014USD ($) | Jul. 16, 2014USD ($) | May 29, 2016USD ($) | May 31, 2015USD ($) | May 25, 2014USD ($) | Nov. 27, 2015USD ($) | May 29, 2015USD ($) | Nov. 24, 2014USD ($) | Aug. 28, 2014USD ($) |
Apio [Member] | GE Capital and BofA [Member] | ||||||||||||||
Capitalized Loan Origination Fees | $ 200,000 | $ 397,000 | $ 0 | |||||||||||
Apio [Member] | Revolving Credit Facility [Member] | GE Capital [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | 2.00% | ||||||||||||
Apio [Member] | Revolving Credit Facility [Member] | GE Capital [Member] | ||||||||||||||
Long-term Line of Credit | 3,500,000 | 0 | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000,000 | $ 25,000,000 | ||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 22,600,000 | |||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | |||||||||||||
Apio [Member] | Capital Equipment Loan [Member] | ||||||||||||||
Long-term Line of Credit | $ 4,100,000 | $ 7,100,000 | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | |||||||||||||
Debt Instrument, Term | 5 years | |||||||||||||
Line of Credit Facility Amortization Period | 7 years | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.74% | 3.68% | ||||||||||||
Apio [Member] | Commitment Letter, Equipment Loan [Member] | GE Capital [Member] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 14,700,000 | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||||||||
Debt Instrument, Term | 5 years | |||||||||||||
Long-term Debt | $ 9,100,000 | |||||||||||||
Apio [Member] | Commitment Letter, Real Property Loan [Member] | GE Capital [Member] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 7,700,000 | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||||||||
Debt Instrument, Term | 10 years | |||||||||||||
Long-term Debt | $ 7,700,000 | |||||||||||||
Apio [Member] | Capital Equipment Loan 4 [Member] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.92% | 2.79% | ||||||||||||
Long-term Debt | $ 4,200,000 | $ 3,800,000 | ||||||||||||
Apio [Member] | BofA [Member] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000,000 | |||||||||||||
Debt Instrument, Term | 5 years | |||||||||||||
Interest Rate Swap Term | 2 years 182 days | |||||||||||||
Apio [Member] | Amortization of Loan Origination Fees [Member] | ||||||||||||||
Interest Expense, Other | $ 293,000 | 206,000 | $ 187,000 | |||||||||||
Apio [Member] | Other Assets [Member] | ||||||||||||||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | $ 1,100,000 | $ 1,200,000 | ||||||||||||
Apio [Member] | ||||||||||||||
Minimum Fixed Charge Coverage Ratio | 1.1 | |||||||||||||
Line of Credit Facility Borrowing Availability Threshold | $ 12,000,000 | |||||||||||||
Lifecore [Member] | Working Capital Line Of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.85% | |||||||||||||
Lifecore [Member] | Working Capital Line Of Credit [Member] | ||||||||||||||
Debt Instrument, Unused Borrowing Capacity, Fee | 0 | |||||||||||||
Long-term Line of Credit | 0 | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | |||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 9,600,000 | |||||||||||||
Line of Credit Facility, Expiration Period | 2 years | |||||||||||||
Lifecore [Member] | London Interbank Offered Rate (LIBOR) [Member] | Term Loan [Member] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||||||||
Lifecore [Member] | Term Loan [Member] | ||||||||||||||
Debt Instrument, Term | 4 years | |||||||||||||
Long-term Debt | $ 12,000,000 | |||||||||||||
Debt Instrument Monthly Payments | $ 250,000 | |||||||||||||
Lifecore [Member] | ||||||||||||||
Number of Financing Agreements | 2 | |||||||||||||
Letters of Credit Outstanding, Amount | $ 3,500,000 | |||||||||||||
Capital Equipment Loan 4 [Member] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.79% | 2.79% | ||||||||||||
Long-term Debt | $ 3,158,000 | $ 3,819,000 | ||||||||||||
Term Loan [Member] | ||||||||||||||
Long-term Debt | 7,098,000 | |||||||||||||
Long-term Debt | $ 54,662,000 | $ 42,519,000 | ||||||||||||
Annual Remarketing Fee Percentage | 0.125% | |||||||||||||
Annual Letter of Credit Fee Percentage | 0.75% |
Note 6 - Debt - Long-term Debt
Note 6 - Debt - Long-term Debt (Details) - USD ($) $ in Thousands | May 29, 2016 | May 31, 2015 |
Real Estate Loan [Member] | ||
Long-term Debt | $ 14,167 | $ 15,172 |
Capital Equipment Loan 1 [Member] | ||
Long-term Debt | 5,904 | 7,705 |
Capital Equipment Loan 2 [Member] | ||
Long-term Debt | 5,558 | 6,476 |
Capital Equipment Loan 3 [Member] | ||
Long-term Debt | 3,375 | 3,907 |
Capital Equipment Loan 4 [Member] | ||
Long-term Debt | 3,158 | 3,819 |
Real Estate Loan 2 [Member] | ||
Long-term Debt | 7,622 | |
Capital Equipment Loan 5 [Member] | ||
Long-term Debt | 8,873 | |
Capital Equipment Loan 6 [Member] | ||
Long-term Debt | 3,940 | |
Term Note [Member] | ||
Long-term Debt | 3,000 | |
Industrial Revenue Bonds [Member] | ||
Long-term Debt | 2,065 | 2,440 |
Long-term Debt | 54,662 | 42,519 |
Less current portion | (8,048) | (8,353) |
Long-term portion | $ 46,614 | $ 34,166 |
Note 6 - Debt - Long-term Deb49
Note 6 - Debt - Long-term Debt (Details) (Parentheticals) - USD ($) | 12 Months Ended | |
May 29, 2016 | May 31, 2015 | |
Real Estate Loan [Member] | ||
Periodic payment | $ 133,060 | $ 133,060 |
Debt Instrument, Interest Rate, Stated Percentage | 4.02% | 4.02% |
Capital Equipment Loan 1 [Member] | ||
Periodic payment | $ 175,356 | $ 175,356 |
Debt Instrument, Interest Rate, Stated Percentage | 4.39% | 4.39% |
Capital Equipment Loan 2 [Member] | ||
Periodic payment | $ 95,120 | $ 95,120 |
Debt Instrument, Interest Rate, Stated Percentage | 3.68% | 3.68% |
Capital Equipment Loan 3 [Member] | ||
Periodic payment | $ 55,828 | $ 55,828 |
Debt Instrument, Interest Rate, Stated Percentage | 3.74% | 3.74% |
Capital Equipment Loan 4 [Member] | ||
Periodic payment | $ 68,274 | $ 68,274 |
Debt Instrument, Interest Rate, Stated Percentage | 2.79% | 2.79% |
Real Estate Loan 2 [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |
Real Estate Loan 2 [Member] | ||
Periodic payment | $ 46,000 | |
Capital Equipment Loan 5 [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |
Capital Equipment Loan 5 [Member] | ||
Periodic payment | $ 122,000 | |
Capital Equipment Loan 6 [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.92% | |
Capital Equipment Loan 6 [Member] | ||
Periodic payment | $ 75,000 | |
Term Note [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |
Term Note [Member] | ||
Periodic payment | $ 250,000 | |
Industrial Revenue Bonds [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.59% | 0.31% |
Note 6 - Debt - Future Minimum
Note 6 - Debt - Future Minimum Principal Payments of Debt (Details) - USD ($) $ in Thousands | May 29, 2016 | May 31, 2015 |
GE [Member] | ||
FY 2,017 | $ 1,431 | |
FY 2,018 | 1,474 | |
FY 2,019 | 1,518 | |
FY 2,020 | 1,564 | |
FY 2,021 | 1,613 | |
Thereafter | 14,189 | |
Total | 21,789 | |
M and E Loans [Member] | ||
FY 2,017 | 4,686 | |
FY 2,018 | 4,829 | |
FY 2,019 | 4,975 | |
FY 2,020 | 5,541 | |
FY 2,021 | 3,679 | |
Thereafter | ||
Total | 23,710 | |
Term Loan [Member] | ||
FY 2,017 | 1,541 | |
FY 2,018 | 1,585 | |
FY 2,019 | 1,631 | |
FY 2,020 | 1,678 | |
FY 2,021 | 663 | |
Thereafter | ||
Total | 7,098 | |
Industrial Revenue Bonds [Member] | ||
FY 2,017 | 390 | |
FY 2,018 | 400 | |
FY 2,019 | 410 | |
FY 2,020 | 425 | |
FY 2,021 | 440 | |
Thereafter | ||
Total | 2,065 | $ 2,440 |
FY 2,017 | 8,048 | |
FY 2,018 | 8,288 | |
FY 2,019 | 8,534 | |
FY 2,020 | 9,208 | |
FY 2,021 | 6,395 | |
Thereafter | 14,189 | |
Total | $ 54,662 | $ 42,519 |
Note 7 - Income Taxes (Details
Note 7 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Feb. 28, 2016 | May 29, 2016 | May 31, 2015 | May 25, 2014 | May 26, 2013 | |
GreenLine Trademark [Member] | |||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 34,000,000 | $ 34,000,000 | |||
Domestic Tax Authority [Member] | California [Member] | |||||
Operating Loss Carryforwards | $ 413,000 | ||||
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | |||||
Open Tax Year | 1,997 | ||||
Domestic Tax Authority [Member] | |||||
Operating Loss Carryforwards | $ 7,300,000 | ||||
State and Local Jurisdiction [Member] | Indiana [Member] | |||||
Operating Loss Carryforwards | 6,500,000 | ||||
State and Local Jurisdiction [Member] | Other States, Tax Board [Member] | |||||
Operating Loss Carryforwards | 13,000,000 | ||||
State and Local Jurisdiction [Member] | California Franchise Tax Board [Member] | |||||
Deferred Tax Asset, Operating Loss, Recorded to Additional Paid in Capital | 413,000 | ||||
Deferred Tax Assets, Tax Credit Carryforwards, Research | 1,300,000 | ||||
Deferred Tax Asset, Research and Development Credit, Recorded to Additional Paid in Capital | $ 1,100,000 | ||||
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |||||
Open Tax Year | 1,998 | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% | ||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 34,000,000 | ||||
Effective Income Tax Rate Reconciliation, Percent | 39.00% | 36.00% | |||
Decrease in Net Income Before Taxes | 28.00% | ||||
Deferred Tax Assets, Valuation Allowance | $ 1,240,000 | $ 1,234,000 | |||
Unrecognized Tax Benefits | 842,000 | 987,000 | $ 1,035,000 | $ 998,000 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 715,000 | $ 800,000 | |||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | $ 300,000 |
Note 7 - Income Taxes - Provisi
Note 7 - Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Current: | |||
Federal | $ 2,382 | $ 3,480 | $ 4,785 |
State | (82) | 43 | 157 |
Foreign | 83 | 71 | 56 |
Total | 2,383 | 3,594 | 4,998 |
Deferred: | |||
Federal | (9,177) | 3,789 | 5,059 |
State | (610) | 363 | 526 |
Total | (9,787) | 4,152 | 5,585 |
Total | $ (7,404) | $ 7,746 | $ 10,583 |
Note 7 - Income Taxes - Income
Note 7 - Income Taxes - Income Tax Rate Reconcilliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Provision at U.S. statutory rate of 35% | $ (6,666) | $ 7,451 | $ 10,405 |
State income taxes, net of federal benefit | (504) | 566 | 711 |
Change in valuation allowance | 6 | 353 | 99 |
Tax credits | (156) | (375) | (378) |
Domestic manufacturing deduction | (307) | (369) | (406) |
Stock-based compensation | 173 | 142 | (47) |
Other | 50 | (22) | 199 |
Total | $ (7,404) | $ 7,746 | $ 10,583 |
Note 7 - Income Taxes - Deferre
Note 7 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | May 29, 2016 | May 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 3,030 | $ 3,415 |
Accruals and reserves | 1,836 | 1,964 |
Stock-based compensation | 1,436 | 662 |
Research and AMT credit carryforwards | 468 | 515 |
Other | 926 | 966 |
Gross deferred tax assets | 7,696 | 7,522 |
Valuation allowance | (1,240) | (1,234) |
Net deferred tax assets | 6,456 | 6,288 |
Deferred tax liabilities: | ||
Basis difference in investment in non-public company | (11,125) | (10,753) |
Depreciation and amortization | (9,758) | (7,186) |
Goodwill and other indefinite life intangibles | (8,015) | (20,578) |
Deferred tax liabilities | (28,898) | (38,517) |
Net deferred tax liabilities | $ (22,442) | $ (32,229) |
Note 7 - Income Taxes - Unrecog
Note 7 - Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | ||
May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Unrecognized tax benefits – beginning of the period | $ 987,000 | $ 1,035,000 | $ 998,000 |
Gross increases – tax positions in prior period | 1,000 | 17,000 | 7,000 |
Gross decreases – tax positions in prior period | (223,000) | (141,000) | (48,000) |
Gross increases – current-period tax positions | 77,000 | 76,000 | 78,000 |
Unrecognized tax benefits – end of the period | $ 842,000 | $ 987,000 | $ 1,035,000 |
Note 8 - Commitments and Cont56
Note 8 - Commitments and Contingencies (Details Textual) | Sep. 03, 2015ft² | May 29, 2016USD ($) | May 29, 2016USD ($)$ / shares | May 31, 2015USD ($) | May 25, 2014USD ($) |
Apio [Member] | |||||
Capital Leases, Balance Sheet, Assets by Major Class, Net | $ 133,000 | $ 133,000 | |||
Capital Lease, Number of Renewal Options | 2 | ||||
Capital Lease, Renewal Period | 5 years | ||||
Operating Leases, Rent Expense | 4,500,000 | $ 5,000,000 | $ 4,400,000 | ||
Area of Real Estate Property | ft² | 65,000 | ||||
Capital Lease, Initial Term | 7 years | ||||
Capital Lease, Period After Which Buyout Option is Available | 7 years | ||||
Capital Leases, Balance Sheet, Assets by Major Class, Net | 3,800,000 | 3,800,000 | |||
Capital Lease, Monthly Lease Payment | $ 34,000 | ||||
Capital Lease, Percentage Per Year By Which the Monthly Payment Increases | 2.40% | ||||
Purchase Commitment, Remaining Minimum Amount Committed | $ 23,700,000 | 23,700,000 | |||
Payment on Purchase Commitments | $ 30.50 | 30.50 | $ 16,800,000 | $ 7,100,000 | |
Loss Contingency, Loss in Period | $ 775,000 | ||||
Loss Contingency Per Diluted Share | $ / shares | $ 0.02 |
Note 8 - Commitments and Cont57
Note 8 - Commitments and Contingencies - Future Minimum Lease Payments Under Operating Leases, Excluding Land Leases (Details) $ in Thousands | May 29, 2016USD ($) |
FY 2,017 | $ 3,353 |
FY 2,018 | 2,625 |
FY 2,019 | 1,330 |
FY 2,020 | 612 |
FY 2,021 | 198 |
Thereafter | 432 |
Total | $ 8,550 |
Note 8 - Commitments and Cont58
Note 8 - Commitments and Contingencies - Future Minimum Lease Payments Under Capital Lease (Details) - USD ($) $ in Thousands | May 29, 2016 | May 31, 2015 |
FY 2,017 | $ 453 | |
FY 2,018 | 462 | |
FY 2,019 | 472 | |
FY 2,020 | 483 | |
FY 2,021 | 486 | |
Thereafter | 3,950 | |
Total minimum lease payment | 6,306 | |
Less: amounts representing interest and taxes | (2,445) | |
Total | 3,861 | |
Less current portion included in other accrued liabilities | (57) | |
Long-term capital lease obligation | $ 3,804 |
Note 9 - Employee Savings and59
Note 9 - Employee Savings and Investment Plans (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Minimum [Member] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 1.00% | ||
Maximum [Member] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 50.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 67.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 6.00% | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 1.3 | $ 1.2 | $ 1.1 |
Note 10 - Business Segment Re60
Note 10 - Business Segment Reporting (Details Textual) | 24 Months Ended |
May 29, 2016 | |
Number of Operating Segments | 3 |
Note 10 - Business Segment Re61
Note 10 - Business Segment Reporting - Sales by Geographic Area (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 29, 2016 | May 31, 2015 | May 25, 2014 | |
CANADA | |||
Segment sales | $ 80.6 | $ 79.7 | $ 46.6 |
TAIWAN, PROVINCE OF CHINA | |||
Segment sales | 32.3 | 32.1 | 30.7 |
BELGIUM | |||
Segment sales | 13.4 | 6.8 | 13.1 |
INDONESIA | |||
Segment sales | 9.4 | 9 | 9.6 |
CHINA | |||
Segment sales | 8.3 | 9 | 8.2 |
JAPAN | |||
Segment sales | 6.4 | 8.5 | 9.9 |
All Other Countries [Member] | |||
Segment sales | $ 17 | $ 18.4 | $ 19.1 |
Note 10 - Business Segment Re62
Note 10 - Business Segment Reporting - Operations by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
May 29, 2016 | Feb. 28, 2016 | Nov. 29, 2015 | Aug. 30, 2015 | May 31, 2015 | Mar. 01, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May 25, 2014 | Feb. 23, 2014 | Nov. 24, 2013 | Aug. 25, 2013 | May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Packaged Fresh Vegetables [Member] | |||||||||||||||
Net sales | $ 423,859 | $ 430,415 | $ 360,728 | ||||||||||||
International sales | 81,242 | 80,500 | 47,224 | ||||||||||||
Gross profit | 40,479 | 45,993 | 36,318 | ||||||||||||
Net (loss) income applicable to Common Stockholders | (31,975) | 17,145 | 19,041 | ||||||||||||
Identifiable assets | $ 213,341 | $ 228,672 | $ 196,257 | 213,341 | 228,672 | 196,257 | |||||||||
Depreciation and amortization | 6,648 | 4,766 | 4,751 | ||||||||||||
Capital expenditures | 26,892 | 12,895 | 10,950 | ||||||||||||
Investment Income, Dividend | 1,650 | 1,417 | 1,125 | ||||||||||||
Interest income | 46 | 32 | 12 | ||||||||||||
Interest expense | 1,721 | 1,655 | 1,402 | ||||||||||||
Income tax expense (benefit) | 415 | 792 | 33 | ||||||||||||
Food Export [Member] | |||||||||||||||
Net sales | 64,181 | 67,837 | 69,827 | ||||||||||||
International sales | 64,181 | 67,714 | 69,710 | ||||||||||||
Gross profit | 4,176 | 4,252 | 5,340 | ||||||||||||
Net (loss) income applicable to Common Stockholders | 699 | 1,041 | 1,973 | ||||||||||||
Identifiable assets | 29,124 | 27,746 | 25,391 | 29,124 | 27,746 | 25,391 | |||||||||
Depreciation and amortization | 1 | 6 | 6 | ||||||||||||
Capital expenditures | |||||||||||||||
Investment Income, Dividend | |||||||||||||||
Interest income | |||||||||||||||
Interest expense | |||||||||||||||
Income tax expense (benefit) | 143 | 48 | 3 | ||||||||||||
Biomaterials [Member] | |||||||||||||||
Net sales | 50,470 | 40,432 | 45,704 | ||||||||||||
International sales | 21,993 | 15,246 | 20,312 | ||||||||||||
Gross profit | 24,081 | 14,609 | 20,456 | ||||||||||||
Net (loss) income applicable to Common Stockholders | 9,499 | 3,838 | 9,695 | ||||||||||||
Identifiable assets | 98,986 | 85,779 | 85,858 | 98,986 | 85,779 | 85,858 | |||||||||
Depreciation and amortization | 2,606 | 2,184 | 2,221 | ||||||||||||
Capital expenditures | 13,975 | 4,499 | 3,877 | ||||||||||||
Investment Income, Dividend | |||||||||||||||
Interest income | 25 | 254 | 242 | ||||||||||||
Interest expense | 266 | 174 | 248 | ||||||||||||
Income tax expense (benefit) | 1,946 | 177 | 17 | ||||||||||||
Corporate Segment [Member] | |||||||||||||||
Net sales | 2,589 | 573 | 554 | ||||||||||||
International sales | |||||||||||||||
Gross profit | 2,221 | 553 | 450 | ||||||||||||
Net (loss) income applicable to Common Stockholders | 10,136 | (8,480) | (11,564) | ||||||||||||
Identifiable assets | 2,019 | 4,268 | 6,117 | 2,019 | 4,268 | 6,117 | |||||||||
Depreciation and amortization | 140 | 134 | 136 | ||||||||||||
Capital expenditures | 117 | 59 | |||||||||||||
Investment Income, Dividend | |||||||||||||||
Interest income | 29 | 6 | |||||||||||||
Interest expense | |||||||||||||||
Income tax expense (benefit) | (9,908) | 6,729 | 10,530 | ||||||||||||
Net sales | 541,099 | 539,257 | 476,813 | ||||||||||||
International sales | 167,416 | 163,460 | 137,246 | ||||||||||||
Gross profit | 22,784 | $ 12,931 | $ 17,265 | $ 17,977 | 18,668 | $ 16,885 | $ 15,666 | $ 14,188 | 16,143 | $ 20,155 | $ 13,734 | $ 12,532 | 70,957 | 65,407 | 62,564 |
Net (loss) income applicable to Common Stockholders | (11,641) | 13,544 | 19,145 | ||||||||||||
Identifiable assets | $ 343,470 | $ 346,465 | $ 313,623 | 343,470 | 346,465 | 313,623 | |||||||||
Depreciation and amortization | 9,395 | 7,090 | 7,114 | ||||||||||||
Capital expenditures | 40,867 | 17,511 | 14,886 | ||||||||||||
Investment Income, Dividend | 1,650 | 1,417 | 1,125 | ||||||||||||
Interest income | 71 | 315 | 260 | ||||||||||||
Interest expense | 1,987 | 1,829 | 1,650 | ||||||||||||
Income tax expense (benefit) | $ (7,404) | $ 7,746 | $ 10,583 |
Note 11 - Quarterly Consolida63
Note 11 - Quarterly Consolidated Financial Information (unaudited) - Summary of Unaudited Quarterly Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
May 29, 2016 | Feb. 28, 2016 | Nov. 29, 2015 | Aug. 30, 2015 | May 31, 2015 | Mar. 01, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May 25, 2014 | Feb. 23, 2014 | Nov. 24, 2013 | Aug. 25, 2013 | May 29, 2016 | May 31, 2015 | May 25, 2014 | |
Revenue | $ 135,313 | $ 129,990 | $ 140,441 | $ 135,355 | $ 134,448 | $ 138,530 | $ 132,665 | $ 133,614 | $ 120,929 | $ 126,379 | $ 120,026 | $ 109,479 | $ 541,099 | $ 539,257 | $ 476,813 |
Gross profit | 22,784 | 12,931 | 17,265 | 17,977 | 18,668 | 16,885 | 15,666 | 14,188 | 16,143 | 20,155 | 13,734 | 12,532 | 70,957 | 65,407 | 62,564 |
Net income (loss) | $ 4,729 | $ (21,190) | $ 1,868 | $ 2,952 | $ 4,196 | $ 3,772 | $ 3,223 | $ 2,353 | $ 4,542 | $ 6,400 | $ 3,451 | $ 4,752 | $ (11,641) | $ 13,544 | $ 19,145 |
Net income (loss) per basic share (in dollars per share) | $ 0.17 | $ (0.78) | $ 0.07 | $ 0.11 | $ 0.16 | $ 0.14 | $ 0.12 | $ 0.09 | $ 0.17 | $ 0.24 | $ 0.13 | $ 0.18 | $ (0.43) | $ 0.50 | $ 0.72 |
Diluted net (loss) income per share (in dollars per share) | $ 0.17 | $ (0.78) | $ 0.07 | $ 0.11 | $ 0.15 | $ 0.14 | $ 0.12 | $ 0.09 | $ 0.17 | $ 0.24 | $ 0.13 | $ 0.18 | $ (0.43) | $ 0.50 | $ 0.71 |