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 health and wellness products for food and biomaterials markets, and license technology applications to partners. The Company has two 1 2 Basis of Presentation and Consolidation The consolidated financial statements are presented on t he accrual basis of accounting in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) 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 he 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 b y design: a) the total equity investment at risk is not one three not Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates that require management’s most significant and subjective judgments include revenue recognition; loss contingencies; sales returns and allowances; self-insurance liabilities; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived assets including 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 per iod. The actual results may 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 thing s, the amount of credit exposure to any one one Several of the raw materials the Company uses to manufacture its products are currently purchased from a single source, including some monomers used to synthesize Intelimer polymers, substrate materials for its breathable membrane products and raw materials for its HA products. The operations of Windset Holdings 2010 26.9% During the fiscal year ended May 28, 2017, five 44% two 18% 14%, 30% none 5% May 28, 2017, two 12% 17%, During the fiscal year ended May 29, 2016, five 45% two 20% 12%, 31% none 5% May 29, 2016, two 13% 15%, 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 ty 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 Financial Instruments The Company ’s financial instruments are primarily composed of commercial-term trade payables, grower advances, notes receivable, debt instruments and derivative instruments. For short-term instruments, the historical carrying amount approximates the fair value of the instrument. The fair value of long-term debt and lines of credit approximates their carrying value. Cash Flow Hedges The Company entered into an interest rate swap agreement to manage interest rate risk. This derivative instrument may changes in interest expense. The Company designates this derivative instrument as a cash flow hedge. The Company accounts for its derivative instrument as either an asset or a liability and carries it at fair value in Other assets or Other non-current liabilities. The accounting for changes in the fair value of the derivative instrument depends on the intended use of the derivative instrument and the resulting designation. For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of Accumulated Other Comprehensive Income in Stockholders’ Equity and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument, if any, is recognized in earnings in the current period. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. Comprehensive income consists of two OCI”). OCI refers to revenue, expenses, and gains and losses that under GAAP are recorded as a component of stockholders’ equity but are excluded from net income. The Company’s OCI consists of net deferred gains and losses on its interest rate swap derivative instrument accounted for a cash flow hedge. The components of OCI, net of tax, are as follows (in thousands): Unrealized Gains on Cash Flow Hedge Balance as of May 29, 2016 $ — Other comprehensive income before reclassifications, net of tax effect 432 Amounts reclassified from OCI — Other comprehensive income, net 432 Balance as of May 28, 2017 $ 432 The Company does not 12 Based on these assumptions, management believes the fair market values of the Company’s financial instruments are not May 28, 2017 May 29, 2016 . 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 Balance at beginning of period Adjustments charged to revenue and expenses Write offs, net of recoveries Balance at end of period Year Ended May 31, 2015 $ 516 $ — $ (134 ) $ 382 Year E nded May 29, 2016 $ 382 $ 63 $ (110 ) $ 335 Year E nded May 28, 2017 $ 335 $ 519 $ (453 ) $ 401 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 uncollect ible 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 vegetable products that are generally washed and packaged in Apio’s proprietary packaging and sold under Apio’s Eat Smart and GreenLine brands and various private labels. Revenue is generally recognized upon shipment of these products to customers. The Company takes title to all produce it trades and/or packages, and therefore, records revenues and cost of sales at gross amounts in the Consolidated Statements of Comprehensive Income (Loss). In addition, Packaged Fresh Vegetables revenues include the revenues genera ted from Apio Cooling, LP, a vegetable cooling operation in which Apio is the general partner with a 60% Apio ’s Food Export revenues consist of revenues generated from the purchase and sale of primarily whole commodity fruit and vegetable products to Asia through its subsidiary, Cal-Ex Trading Company (“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 Lifecore ’s Biomaterials business principally generates revenue through the sale of products containing HA. Lifecore primarily sells products to customers in three 1 65% 2017, 2 15% 2017, 3 20% 2017. Lifecore ’s business development revenues, a portion of which are included in all three Contract R&D revenue is recorded as earned, based on the performance requirements of the contract. Non-refundable contract fees for which no no 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 e valuates 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 not not The C ompany limits the amount of revenue recognition for delivered elements to the amount that is not not not not 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 typ e of arrangement as described above is as follows (in thousands): Year E nded May 28, 2017 May 29, 2016 May 31, 2015 Recorded upon shipment $ 456,512 $ 458,985 $ 465,848 Recorded upon acceptance in foreign port 62,481 64,181 67,714 Revenue from multiple element arrangements 8,431 13,400 4,253 Revenue from license fees, R&D contracts and royalties /profit sharing 4,833 4,533 1,806 Total $ 532,257 $ 541,099 $ 539,257 Shipping and Handling Costs Amounts billed to third to the end consumer markets. Other Accounting Policies and Disclosures Cash and Cash Equivalents The Company records all highly liquid securities with three ivalents 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 first realizable value. As of May 28, 2017 May 29, 2016 Year Ended May 28 , 2017 May 29, 2016 Finished goods $ 11,685 $ 12,165 Raw materials 10,158 9,855 Work in progress 3,447 3,515 Total inventories $ 25,290 $ 25,535 If the cost of the inventories exceeds their net realizable value, provisions are recorded currently to reduce them to net realizable value. The Company also records a provision for slow moving and obsolete inventories based on the estimate of demand for its products. Advertising Expense Advertising expenditures for the Company are expensed as incurred. Advertising expense for the Company for fiscal years 2017, 2016, 2015 $1.9 $2.1 $1.3 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 three nine not May 28, 2017 May 29, 2016 $1.0 $2.3 . Related Party Transactions The Company sold products to and earned license fees from Windset during the last three 2017, 2016, 2015, $514,000, $666,000, $537,000, $388,000 $523,000 May 28, 2017 May 29, 2016, Additionally, unrelated to the revenue transactions above, the Company purchases produce from Win dset for sale to third 2017, 2016, 2015, $22,000, $32,000, $1.6 $22,000 zero May 28, 2017 May 29, 2016, All related party t ransactions 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 ma intenance are charged to expense. Depreciation is expensed on a straight-line basis over the estimated useful lives of the respective assets, generally three forty three twenty 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 on a straight-line basis over estimated useful lives of three seven 2017, 2016, 2015, $2.2 $174,000, $509,000 Long-Lived Assets The Company ’s Long-Lived Assets consist of property, plant and equipment, and intangible assets. Intangible assets are comprised of customer relationships with an estimated useful life of eleven thirteen March 2017, ( April 2012, ( April 2010 December 1999. , and the acquisitions of Apio and GreenLine were allocated to the Packaged Fresh Vegetables reporting unit based May 28, 2017, $5.2 $13.9 , the Food Export reporting unit had $269,000 $35.5 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 amoun t of an asset (or asset group) may not may The Company tests its indefinite-lived intangible assets for impairment at least annually, in accordance with accounting guidance. For all in definite-lived assets, including goodwill, the Company performs a qualitative analysis in accordance with ASC 350 30 35. During fiscal year 2016, $34.0 no 2017. On a quarterly basis, the Company considers the need to update its most recent annual tests for possible impairment of its indefinite-liv ed 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 assesses quali tative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In assessing the qualitative factors, management considers the impact of these key factors: macro-economic conditions, industry and market environment, cost factors , overall financial performance of the Company, cash flow from operating activities, market capitalization, litigation, and stock price. If management determines as a result of the qualitative assessment that it is more likely than not 50 no If a quantitative test is required, the Company would compare the carrying amount of a reporting unit that includes goodwill to its fair value. The Company determines the fair value using both an income approach 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. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. As of February 2 7, 2017, no not 2017 no no 2017, 2016, 2015 . Investment in Non-Public Company On February 15, 2011, reported as an investment in non-public company, fair value, in the accompanying Consolidated Balance Sheets as of May 28, 2017 May 29, 2016 . The Company has elected to account for its investment in Windset under the fair value option. See Note 3 . Partial Self-Insurance on Employee Health and Workers Compensation Plans The Company provides health insurance benefits to eligible employees under 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 not May 28, 2017. may Deferred Revenue Cash received in advance of services performed are recorded as deferred revenue. Non-Controlling Interest The Company reports all non-controlling interests as a separate component of stockholders ’ equity. The non-controlling interest’s share of the income or loss of the consolidated subsidiary is reported as a separate line item in our Consolidated Statements of Comprehensive Income (Loss), following the consolidated net income (loss) caption. In connection with the acquisition of Api o, Landec acquired Apio’s 60% 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 a ssets and liabilities. The Company maintains valuation allowances when it is likely that all or a portion of a deferred tax asset will not May 28, 2017, $1.3 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 nal 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 Per Share Information Accounting guidance requires the presentation of basic and diluted earnings per share. Basic earnings per share excludes any dilutive eff ects of options, warrants and convertible securities and is computed using the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution as if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted common equivalent shares consist of stock options and restricted stock units, calculated using the treasury stock method. The following table sets forth the computation of diluted net income (loss) per share (in thousands, except per share amounts): Year E nded May 28, 2017 May 29, 2016 May 31, 2015 Numerator: Net income (loss) applicable to Common Stockholders $ 10,590 $ (11,641 ) $ 13,544 Denominator: Weighted average shares for basic net income (loss) per share 27,276 27,044 26,884 Effect of dilutive securities: Stock options and restricted stock units 376 — 452 Weighted average shares for diluted net income (loss) per share 27,652 27,044 27,336 Diluted net income (loss) per share $ 0.38 $ (0.43 ) $ 0.50 Options to purchase 1,428,272 371,115 $13.58 $14.02 May 28, 2017 May 31, 2015, not Due to the Company ’s net loss for fiscal year 2016, 1.6 2016. Cost of Sales The Company includes in cost of sales all the costs related to the sale of produc ts. 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 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 a nd related benefits, supplies, travel expenses, consulting expenses and corporate allocations. Accounting for Stock-Based Compensation The Company ’s stock-based awards include stock option grants and restricted stock unit awards (“RSUs”). The Company records compensation expense for stock-based awards issued to employees and directors in exchange for services provided based on the estimated fair value of the awards on their grant dates and is recognized over the required service periods generally the vesting period. The following table summarizes the stock-based compensation for options and RSUs (in thousands): Year E nded May 28, 2017 May 29, 2016 May 31, 2015 Options $ 1,230 $ 1,352 $ 561 RSUs 2,734 2,113 1,016 Total stock-based compensation $ 3,964 $ 3,465 $ 1,577 The following table summarizes the stock-based compensation by income statement line item (in thousands): Year E nded May 28, 2017 May 29, 2016 May 31, 2015 Cost of sales $ 485 $ 405 $ 142 Research and development 83 90 16 Selling, general and administrative 3,396 2,970 1,419 Total stock-based compensation $ 3,964 $ 3,465 $ 1,577 The estimated fair value for stock options, which determines the Company ’s calculation of stock-based compensation expense, is based on the Black-Scholes option pricing model. 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. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility and expected life of option awards, which have a significant i mpact on the fair value estimates. As of May 28, 2017, May 29, 2016 May 31, 2015, Year E nded May 28, 2017 May 29, 2016 May 31, 2015 Expected life (in years) 3.50 3.38 3.25 Risk-free interest rate 1.08 % 1.09 % 1.00 % Volatility 26 % 31 % 32 % 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 28, 2017, May 29, 2016 May 31, 2015 $2.37, $2.85 $3.42 No May 28, 2017, May 29, 2016 May 31, 2015. 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 3 not The accounting guidance established a three lue 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 As of May 2 8, 2017, The fair value of the Company ’s interest rate swap is determined based on model inputs that can be observed in a liquid market, including yield curves, and is categorized as a Level 2 The Company has elected the fair value option of accounting for it s 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 twelve May 28, 2017 26.9% At May 28, 2017 At May 29, 2016 Revenue growth rates 4 % 4 % Expense growth rates 4 % 4 % Income tax rates 15 % 15 % Discount rates 12 % 12.5 % The revenue growth, expense growth, and income tax rate assumptions are considered the Company's best estimate of the trends in those items over the discount period. The discount rate assumption takes into account the risk-free rate of return, the market equity risk premium, and the company’s specific risk premium and then applies an additional discount for lack of liquidity of the underlying securities. The discounted cash flow valuation model used by the Company has the following sensitivity to changes in inputs and assumptions (in thousands): Impact on value of investment in Windset as of May 28, 2017 10% increase in revenue growth rates $ 6,900 10% increase in expense growth rates $ (1,900 ) 10% increase in income tax rates $ (600 ) 10% increase in discount rates $ (4,500 ) Imprecision in estimating unobservable market inputs can affect the amount of gain or loss recorded for a particular position. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The following table summarizes the fair value of the Company ’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value at May 28, 2017 Fair Value at May 29, 2016 Assets: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swap (1) $ — $ 688 $ — $ — $ — $ — Investment in non-public company — — 63,600 — — 62,700 Total $ — $ 688 $ 63,600 $ — $ — $ 62,700 ( 1 Recorded in Other assets. Recent Accounting Pronouncements Recently Adopted Pronouncements Statement of Cash Flows In August 2016, FASB”) issued Accounting Standards Update (“ASU”) 2016 15, Statement of Cash Flows (Topic 230 2016 15” 2016 15 230. 2016 15 eight one 15 December 2017, 2016 15 November 27, 2016. no Debt Iss uance Costs In April 2015, 2015 03, Interest - Imputation of Interest (Subtopic 835 30 2015 03” not In August 2015, 2015 15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements 2015 15” 2015 15 835 30 not The Company adopted ASU 2015 03 2015 15 first August 28, 2016 May 29, 2016 2015 03 as to reclassify total debt issuance costs of $817,000 May 29, 2016 May 29, 2016 1 $175,000 2 $642,000 3 $817,000 no 2015 15 $120,000 $431,000 May 28, 2017. 2015 03 2015 15 not no Stock-Based Compensation In March 2016, 2016 09, Compensation - Stock Compensation (Topic 718 2016 09” no May 29, 2017, The Company elected to early adopt the new guidance during its first quarter ended August 28, 2016. 1 $549,000 2 $200,000 $126,000 $74,000 3 $150,000 $463,000 May 29, 2016 May 31, 2015, 8 Goodwill Impairment In January 2017 , the FASB issued ASU 2017 04, Intangibles - Goodwill and Other (Topic 350 2017 04" two 2017 04, not 2017 04 December 15, 2019, January 1, 2017. May 2017, 2017 04, no Recently Issued Pronouncements to be Adopted Revenue Recognition In May 2014, 2014 09, 606 , Revenue from Contracts with Customers 605, Revenue Recognition 2014 09” five 2014 09. first 2019 Currently, the Company is in the process of evaluating the impact of the adoption of ASU 2014 09. ● Finished goods product sales (Packaged Fresh Vegetables); ● Shipping and handling (Packaged Fresh Vegetables); ● Buy-sell product sales (Food Export); ● Product development and contract manufacturing arrangements (Biomaterials). The Company ’s assessment efforts to date have included reviewing current accounting policies, processes, and systems requirements, as well assigning internal resources and third 2014 09. 2014 09 2014 09 Currently, the Company cannot reasonably estimate the impact the applica tion of ASU 2014 09 2014 09, may Leases In February 2016, 2016 02, Leases (Topic 842 2016 02” 2016 02 2016 02 first 2020 The Company is currently in the process of evaluating the impact that ASU 2016 02 osures. The Company’s assessment efforts to date have included: ● Reviewing the provisions of ASU 2016 02; ● Gathering information to evaluate its lease population and portfolio; ● Evaluating the nature of its real and personal property and other arrangements that may ● Systems ’ readiness evaluations. As a result of these efforts, the Company currently anticipates that the adoption of ASU 2016 02 ill have a significant impact to its long-term assets and liabilities, as, at a minimum, virtually all of its leases designated as operating leases in Note 9 not |