Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Aug. 27, 2017 | Sep. 20, 2017 | |
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 | --05-27 | |
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) | 27,506,712 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 27, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Aug. 27, 2017 | May 28, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 8,191 | $ 5,409 |
Accounts receivable, less allowance for doubtful accounts | 47,851 | 47,083 |
Inventories | 28,139 | 25,290 |
Prepaid expenses and other current assets | 4,339 | 3,498 |
Total Current Assets | 88,520 | 81,280 |
Investment in non-public company, fair value | 64,500 | 63,600 |
Property and equipment, net | 132,637 | 133,220 |
Goodwill | 54,779 | 54,779 |
Trademarks/tradenames, net | 16,028 | 16,028 |
Customer relationships, net | 6,562 | 6,783 |
Other assets | 3,941 | 2,918 |
Total Assets | 366,967 | 358,608 |
Current Liabilities: | ||
Accounts payable | 26,951 | 25,868 |
Accrued compensation | 5,386 | 8,211 |
Other accrued liabilities | 9,751 | 9,125 |
Deferred revenue | 284 | 310 |
Line of credit | 10,500 | 3,000 |
Current portion of long-term debt | 4,940 | 4,940 |
Total Current Liabilities | 57,812 | 51,454 |
Long-term debt | 41,064 | 42,299 |
Capital lease obligation, less current portion | 3,710 | 3,731 |
Deferred taxes, net | 25,673 | 24,581 |
Other non-current liabilities | 7,539 | 8,391 |
Total Liabilities | 135,798 | 130,456 |
Stockholders’ Equity: | ||
Common stock, $0.001 par value; 50,000 shares authorized; 27,507 and 27,499 shares issued and outstanding at August 27, 2017 and May 28, 2017, respectively | 28 | 27 |
Additional paid-in capital | 142,587 | 141,680 |
Retained earnings | 86,616 | 84,470 |
Accumulated other comprehensive income | 329 | 432 |
Total Stockholders’ Equity | 229,560 | 226,609 |
Non-controlling interest | 1,609 | 1,543 |
Total Equity | 231,169 | 228,152 |
Total Liabilities and Stockholders’ Equity | $ 366,967 | $ 358,608 |
Consolidated Balance Sheets (C3
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares shares in Thousands | Aug. 27, 2017 | May 28, 2017 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000 | 50,000 |
Common stock, shares issued (in shares) | 27,507 | 27,499 |
Common stock, shares outstanding (in shares) | 27,507 | 27,499 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Aug. 27, 2017 | Aug. 28, 2016 | |
Product sales | $ 123,357 | $ 132,394 |
Cost of product sales | 104,071 | 111,250 |
Gross profit | 19,286 | 21,144 |
Operating costs and expenses: | ||
Research and development | 2,719 | 1,938 |
Selling, general and administrative | 14,045 | 13,736 |
Total operating costs and expenses | 16,764 | 15,674 |
Operating income | 2,522 | 5,470 |
Dividend income | 413 | 413 |
Interest income | 31 | 4 |
Interest expense | (404) | (653) |
Other income | 900 | |
Net income before taxes | 3,462 | 5,234 |
Income tax expense | (1,250) | (1,889) |
Consolidated net income | 2,212 | 3,345 |
Non-controlling interest expense | (66) | (33) |
Net income applicable to common stockholders | $ 2,146 | $ 3,312 |
Basic net income per share (in dollars per share) | $ 0.08 | $ 0.12 |
Diluted net income per share (in dollars per share) | $ 0.08 | $ 0.12 |
Shares used in per share computation | ||
Basic (in shares) | 27,506 | 27,219 |
Diluted (in shares) | 27,858 | 27,521 |
Other comprehensive loss, net of tax: | ||
Change in net unrealized gains on interest rate swap (net of tax benefit of $57) | $ (103) | |
Other comprehensive income, net | (103) | |
Total comprehensive income | $ 2,043 | $ 3,312 |
Consolidated Statements of Com5
Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 27, 2017 | Aug. 28, 2016 | |
Change in net unrealized gain son interest rate swap, tax | $ 57 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - 3 months ended Aug. 27, 2017 - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance (in shares) at May. 28, 2017 | 27,499 | |||||
Balance at May. 28, 2017 | $ 27 | $ 141,680 | $ 84,470 | $ 432 | $ 1,543 | $ 226,609 |
Issuance of common stock by Landec on behalf of employees (in shares) | 1 | |||||
Issuance of common stock at $5.63 to $6.66 per share, net of taxes paid by Landec on behalf of employees | ||||||
Issuance of common stock for vested restricted stock units (“RSUs”) (in shares) | 7 | |||||
Issuance of common stock for vested restricted stock units (“RSUs”) | $ 1 | 1 | ||||
Taxes paid by Company for employee stcok plans | (43) | (43) | ||||
Stock-based compensation | 950 | 950 | ||||
Net income | 2,146 | 66 | 2,146 | |||
Other comprehensive loss, net of tax | (103) | (103) | ||||
Balance (in shares) at Aug. 27, 2017 | 27,507 | |||||
Balance at Aug. 27, 2017 | $ 28 | $ 142,587 | $ 86,616 | $ 329 | $ 1,609 | $ 229,560 |
Consolidated Statements of Cha7
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parentheticals) - Common Stock [Member] | Aug. 27, 2017$ / shares |
Minimum [Member] | |
Issuance of common stock, per share (in dollars per share) | $ 5.63 |
Maximum [Member] | |
Issuance of common stock, per share (in dollars per share) | $ 6.66 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 27, 2017 | Aug. 28, 2016 | |
Cash flows from operating activities: | ||
Consolidated net income | $ 2,212 | $ 3,345 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 2,954 | 2,550 |
Stock-based compensation expense | 950 | 807 |
Deferred taxes | 1,150 | 1,727 |
Change in investment in non-public company, fair value | (900) | |
Net gain on disposal of property and equipment | (2) | (4) |
Changes in current assets and current liabilities: | ||
Accounts receivable, net | (768) | 2,256 |
Inventories | (2,849) | (4,647) |
Prepaid expenses and other current assets | (841) | (347) |
Accounts payable | 1,083 | 709 |
Accrued compensation | (2,825) | (1,415) |
Other accrued liabilities | (269) | 1,612 |
Deferred revenue | (26) | (126) |
Net cash (used in) provided by operating activities | (131) | 6,467 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,146) | (2,131) |
Issuance of note receivable | (1,185) | |
Proceeds from sales of fixed assets | 43 | 9 |
Net cash used in investing activities | (3,288) | (2,122) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 1 | 98 |
Taxes paid by Company for employee stock plans | (43) | (272) |
Payments on long-term debt | (1,271) | (1,909) |
Proceeds from lines of credit | 10,500 | |
Payments on lines of credit | (3,000) | (3,500) |
Other, net | 14 | (30) |
Net cash provided by (used in) financing activities | 6,201 | (5,613) |
Net increase (decrease) in cash and cash equivalents | 2,782 | (1,268) |
Cash and cash equivalents at beginning of period | 5,409 | 9,894 |
Cash and cash equivalents at end of period | $ 8,191 | $ 8,626 |
Note 1 - Organization, Basis of
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies | 3 Months Ended |
Aug. 27, 2017 | |
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 1 2 , 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 also sells premier California specialty olive oils and wine vinegars under the O brand which was acquired when it purchased O Olive Oil, Inc. (“O Olive”) on March 1, 2017 . O Olive® products are sold in over 4,600 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 The accompanying unaudited consolidated financial statements of Landec have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions for Form 10 10 X. August 27, 2017 not 10 May 28, 2017 . The results of operations for the three August 27, 2017 not may , and the order patterns of Lifecore’s customers which may Basis of Consolidation The consolidated financial statements are presented on the accrual basis of accounting in accordance with GAAP and include the accounts of Landec Corporation and its subsidiaries, Apio and Lifecore. All intercompany transactions and balances have been eliminated. Arrangements that are not (“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 , or b) as a group the holders of the equity investment at risk lack any one three not 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; inventories; 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; the valuation of investments; and the valuation and recognition of stock-based compensation and contingent liabilities . 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 Cash and Cash Equivalents The Company records all highly liquid securities with three 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 ( first first method) or net realizable value and consist of the following (in thousands): August 27 , 2017 May 28, 2017 Raw materials $ 11,688 $ 10,158 Work in progress 3,847 3,447 Finished goods 12,604 11,685 Total $ 28,139 $ 25,290 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. Related Party Transactions The Company sells products to and earns license fees from Windset. During the three August 27, 2017 August 28, 2016, $104,000 $118,000, $195,000 $388,000 August 27, 2017 May 28, 2017, All related party transactions are monitored quarterly by the Company and approved by the Audit Committee of the Board of Directors. Debt Issuance Costs The Company records its line of credit debt issuance costs as an asset, and as such, $120,000 $367 ,000 August 27, 2017, $120,000 $399,000, May 28, 2017. $60,000 $186,000 August 27, 2017 $60,000 $201,000, May 28, 2017. 7 Financial Instruments The Company ’s financial instruments are primarily composed of 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 approximates its carrying value . Cash Flow Hedges The Company entered into an interest rate swap agreement to manage interest rate risk. This derivative instrument may 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 g ain 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. Other Comprehensive Income 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 as 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 28, 2017 $ 432 Other comprehensive loss before reclassifications, net of tax effect (103 ) Amounts reclassified from OCI — Other comprehensive income, net 329 Balance as of A ugust 27, 2017 $ 329 The Company does not 12 Investment in Non-Public Company On Februa ry 15, 2011, 2010 August 27, 2017 May 28, 2017. 3 Intangible Assets The Company ’s intangible assets are comprised of customer relationships with a finite estimated useful life of eleven thirteen , and trademarks, tradenames and goodwill with indefinite useful lives. Finite-lived intangible assets are reviewed for possib le impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not 350 30 35. 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 August 27, 2017 May 28, 2017. may Fair Value Measurements The Company uses fair value measurement accounting for finan cial 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 ring 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 August 27, 2017 May 28, 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 its investment in Windset. The calculatio n 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 three August 27, 2017 26.9% At August 27, 2017 At May 28, 2017 Revenue growth rates 4% 4% Expense growth rates 4% 4% Income tax rates 15% 15% Discount rates 12% 12% 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 August 27, 2017 10% increase in revenue growth rates $ 7,300 10% increase in expense growth rates $ (1,800 ) 10% increase in income tax rates $ (500 ) 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 August 27, 2017 Fair Value at May 28, 2017 Assets: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swap (1) $ — $ 528 $ — $ — $ 688 $ — Investment in non-public company — — 64,500 — — 63,600 Total $ — $ 528 $ 64,500 $ — $ 688 $ 63,600 ( 1 Recorded in Other assets. Revenue Recognition See Note 9 four . 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 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 accompanying Consolidated Statements of Comprehensive Income. In addition, Packaged Fresh Vegetables revenues include the revenues generated 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-refund able contract fees for which no no For sales arrangements that contain mult iple 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 not not The Company limits the amount of revenue recognition for delivered el ements to the amount that is not not not not For licensing revenue, the initial license fees are deferred and amortized to revenue over the pe riod 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 R&D 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 custo mers 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 arrangement as described above is as follows (in thousands): Three Months Ended August 27 , 2017 August 28, 2016 Recorded upon shipment $ 113,121 $ 105,588 Recorded upon acceptance in foreign port 7,576 23,339 Revenue from multiple element arrangements 1,746 1,585 Revenue from license fees, R&D contracts and royalties/profit sharing 914 1,882 Total $ 123,357 $ 132,394 Legal Contingencies In the ordinary course of business, the Company is involved in various legal proceedings and claims. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least each fiscal quarter and adju sted to reflect the impacts of negotiations, estimate settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Legal fees are expensed in the period in which they are incurred. Apio has been the target of a union organizing campaign which has included two 100 100 The legal actions consist of three 1 2 3 two 100 A settlement of the ULPs among the union, Apio, and Pacific Harvest that were pending before the NLRB was approved on December 27, 2016 $310,000. $155,000. May 5, 2017, September 2011 $6.0 three $2.4 July 3, 2017, $1.8 November 2017 $1.8 July 2018. one first $2.4 July 3, 2017 $1.2 December 2020. may second $1.8 November 2017, one third July 2018. As of August 27, 2017 and May 28, 2017, $2.0 $3.2 Rece nt Accounting Guidance Not 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. as initially identified the following core revenue streams from its contracts with customers: ● Finished goods product sales (Packaged Fresh Vegetables); ● Shipping and handling (Packaged Fresh Vegetables); ● Buy-sell product sales (Food Export); ● Product develo pment 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 application 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 evalua ting the impact that ASU 2016 02 ● Reviewing the provisions of ASU 2016 02; ● Gathering information to evaluate its lease pop ulation and portfolio; ● Evaluating the nature of its real and personal property and other arrangements that may ● Evaluating systems’ readiness . As a result of these efforts, the Company currently anticipates that the ado ption of ASU 2016 02 not |
Note 2 - Acquisition of O Olive
Note 2 - Acquisition of O Olive | 3 Months Ended |
Aug. 27, 2017 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 2 . Acquisition of O Olive On March 1, 2017, purchased substantially all of the assets of O Olive for $2.5 $7.5 three The potential earn out payment up to $7.5 ’s cumulative EBITDA over the Company’s fiscal years 2018 2020. , beginning in fiscal year 2018, $4.6 three $2.9 $6.0 three fourth 2017, third three $5.9 August 27, 2017 May 28, 2017, $7.5 three 2020. Th e operating results of O Olive are included in the Company’s financial statements beginning March 1, 2017 , in the Other segment. Intangible Assets The Com pany identified two $1.6 not $700,000 eleven $16,000 three August 27, 2017. |
Note 3 - Investment in Non-publ
Note 3 - Investment in Non-public Company | 3 Months Ended |
Aug. 27, 2017 | |
Notes to Financial Statements | |
Investment Holdings [Text Block] | 3 . Investment in N on-public C ompany 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 $15 201 $201. July 15, 2014, 68 51,211 $11 26.9% 7.5% 90 . The non-voting junior preferred stock does not no The Shareholders’ Agreement between Apio and Windset, as amended, includes a put and call option (the “Put and Call Option”) , which can be exercised on or after March 21, 2022, , and junior preferred shares to Windset, or Windset can exercise the call to purchase those shares from Apio, in either case, at a price equal to 26.9% $20.1 $15 $5.1 one five On October 29, 2014, 70,000 for $7 7.5% $1.5 first $2.75 second , and the remaining $2.75 third third may not February 15, 2017, , but 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% The investment in Windset does not ment does not not 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 During each of the three August 27, 2017 August 28, 2016, $413,00 0 three August 27, 2017 August 28, 2016 $9 00,000 0, |
Note 4 - Stock-based Compensati
Note 4 - Stock-based Compensation | 3 Months Ended |
Aug. 27, 2017 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 4 . Stock-Based Compensation The Company ’s stock-based awards include stock option grants and RSUs. The Company records compensation expense for stock-based awards issued to employees and directors in exchange for services provided based on the estimated fair value of the awards on their grant dates and is recognized over the required service periods , generally the vesting period. The following table summarizes the stock-based compensation for options and RSUs (in thousands): Three Months Ended August 27 , 2017 August 28, 2016 Options $ 324 $ 291 RSUs 626 516 Total stock-based compensation $ 950 $ 807 The following table summarizes the stock-based compensation by income statement line item (in thousands): Three Months Ended August 27 , 2017 August 28, 2016 Cost of sales $ 124 $ 113 Research and development 20 23 Selling, general and administrative 806 671 Total stock-based compensation $ 950 $ 807 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 method to recognize the fair value of stock-based compensation arrangements. As of August 27, 2017, $4.6 1.6 1.4 |
Note 5 - Diluted Net Income Per
Note 5 - Diluted Net Income Per Share | 3 Months Ended |
Aug. 27, 2017 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 5 . Diluted Net Income Per Share The following table sets forth the computation of diluted net income per share (in thousands, except per share amounts): Three Months Ended August 27 , 2017 August 28, 2016 Numerator: Net income applicable to Common Stockholders $ 2,146 $ 3,312 Denominator: Weighted average shares for basic net income per share 27,506 27,219 Effect of dilutive securities: Stock options and restricted stock units 352 302 Weighted average shares for diluted net income per share 27,858 27,521 Diluted net income per share $ 0.08 $ 0.12 For the three months ended August 27, 2017 1.3 |
Note 6 - Income Taxes
Note 6 - Income Taxes | 3 Months Ended |
Aug. 27, 2017 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 6 . Income Taxes The provision for income taxes for the three August 27, 2017 August 28, 2016 $1.3 $1.9 three August 27, 2017 August 28, 2016 37% 36%, . The effective tax rate for the three August 27, 2017 August 28, 2016 35% . As of August 27, 2017 May 28, 2017, $630 ,000 $537 ,000, August 27, 2017 May 28, 2017 $495 ,000 $419,000, twelve August 27, 2017 , the Company expects its unrecognized tax benefits to decrease by approximately $215,000 . The Company has elected to classify interest and penalties related to uncertain tax positions as a component of its provision for income taxes. The Company has accrued an insignificant amount of interest and penalties relating to the income tax on the unrecognized tax benefits as of August 27, 2017 May 28, 2017 . Due to tax attribute carryforwards, the Company is subject to examination for tax years 199 7 1998 none |
Note 7 - Debt
Note 7 - Debt | 3 Months Ended |
Aug. 27, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 7 . Debt Long-term debt , net consists of the following (in thousands): August 27 , 2017 May 28, 2017 Term loan with JPMorgan Chase Bank (“JPMorgan”), BMO Harris Bank N,A. (“BMO”), and City National Bank; due in quarterly principal and interest payments of $1 ,25 0 beginning December 1, 2016 through September 23, 2021 with the remainder due on maturity, with interest based on the Company’s leverage ratio at a per annum rate of the Eurodollar rate plus a spread of between 1.25% and 2.25% $ 46,250 $ 47,500 Total principal amount of long-term debt 46,250 47,500 Less: unamortized debt issuance costs (246 ) (261 ) Total long-term debt, net of unamortized debt issuance costs 46,004 47,239 Less: current portion of long-term debt, net (4,940 ) (4,940 ) Long-term debt, net $ 41,064 $ 42,299 On September 23, 2016, JPMorgan, BMO, and City National Bank, as lenders (collectively, the “Lenders”), and JPMorgan as administrative agent, pursuant to which the Lenders provided the Company with a $100 $50 Both the Revolver and the Term Loan mature i n five September 23, 2021), $1.25 December 1, 2016, Interest on both the Revolver and the Term Loan is based on either the prime rate or Eurodollar rate, at the Company’s discretion, plus a spread based on the Company’s leverage ratio (generally defined as the ratio of the Company’s total indebtedness on such date to the Company’s consolidated EBITDA for the period of four 0.25% 1.25% 1.25% 2.25% The Credi t Agreement provides the Company the right to increase the Revolver commitments and/or the Term Loan commitments by obtaining additional commitments either from one $75 T he Credit Agreement contains customary financial covenants and events of default under which the obligation could be accelerated and/or the interest rate increased. The Company was in compliance with all financial covenants as of August 27, 2017 . On Novem ber 1, 2016, $50 30 1.22%. August 27, 2017, 2.74%. 1 . In connection with the Credit Agreement, the Company incurred lender and third 897 ,000, $598,000 $299,000 As of August 27, 2017, $10.5 August 27, 2017, 2.74% $2.5 4.75% $8 .0 . |
Note 8 - Stockholders' Equity
Note 8 - Stockholders' Equity | 3 Months Ended |
Aug. 27, 2017 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 8 . Stockholders ’ Equity During the three August 27, 2017, 105 ,000 69 ,000 As of August 27, 2017, 2.2 On July 14, 2010, urchase of up to $10 may not may May 28, 2017 three August 27, 2017, not |
Note 9 - Business Segment Repor
Note 9 - Business Segment Reporting | 3 Months Ended |
Aug. 27, 2017 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 9 . Business Segment Reporting The Company manages its business operations through three ged 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 spec ialty 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 predominantly 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. Other includes licensing and R&D activities from Landec’s Intelimer polymers for agricultural products, personal care products and other industrial products and from the operations of the O Olive business which was acquired on March 1, 2017. The Company ’s international sales by geography are based on the billing address of the customer and were as follows (in millions): Three Months Ended August 27, 2017 August 28, 2016 Canada $ 18.1 $ 17.8 Taiwan $ 3.8 $ 13.7 Belgium $ 2.2 $ 5.3 China $ 0.2 $ 5.2 Indonesia $ 1.3 $ 1.5 Japan $ 1.6 $ 2.0 All Other Countries $ 2.0 $ 2.7 Operations by business segment consisted of the following (in thousands): Three Months Ended August 27, 2017 Packaged Fresh Vegetables Food Export Biomaterials Other Total Net sales $ 102,568 $ 7,576 $ 12,164 $ 1,049 $ 123,357 International sales $ 18,142 $ 7,576 $ 3,499 $ 32 $ 29,249 Gross profit $ 15,015 $ 484 $ 3,522 $ 265 $ 19,286 Net income (loss) $ 3,783 $ (158 ) $ (155 ) $ (1,324 ) $ 2,146 Depreciation and amortization $ 1,972 $ — $ 865 $ 117 $ 2,954 Dividend income $ 413 $ — $ — $ — $ 413 Interest income $ 11 $ — $ — $ 20 $ 31 Interest expense , net $ — $ — $ — $ 404 $ 404 Income tax expense (benefit) $ 1,096 $ (45 ) $ (27 ) $ 226 $ 1,250 Three Months Ended August 28, 2016 Net sales $ 95,945 $ 23,339 $ 12,332 $ 778 $ 132,394 International sales $ 17,844 $ 23,339 $ 7,042 $ — $ 48,225 Gross profit $ 14,406 $ 1,028 $ 5,122 $ 588 $ 21,144 Net income (loss) $ 2,323 $ 194 $ 1,243 $ (448 ) $ 3,312 Depreciation and amortization $ 1,820 $ 1 $ 712 $ 17 $ 2,550 Dividend income $ 413 $ — $ — $ — $ 413 Interest income $ 4 $ — $ — $ — $ 4 Interest expense , net $ 550 $ — $ 103 $ — $ 653 Income tax expense $ 655 $ 55 $ 350 $ 829 $ 1,889 During both the three August 27, 2017 August 28, 2016, five 47% two 18% three August 27, 2017 , and 17% 13% three August 28, 2016. may . |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Aug. 27, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited consolidated financial statements of Landec have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions for Form 10 10 X. August 27, 2017 not 10 May 28, 2017 . The results of operations for the three August 27, 2017 not may , and the order patterns of Lifecore’s customers which may |
Consolidation, Policy [Policy Text Block] | Basis of Consolidation The consolidated financial statements are presented on the accrual basis of accounting in accordance with GAAP and include the accounts of Landec Corporation and its subsidiaries, Apio and Lifecore. All intercompany transactions and balances have been eliminated. Arrangements that are not (“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 , or b) as a group the holders of the equity investment at risk lack any one three not |
Use of Estimates, Policy [Policy Text Block] | 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; inventories; 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; the valuation of investments; and the valuation and recognition of stock-based compensation and contingent liabilities . 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 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company records all highly liquid securities with three 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 ( first first method) or net realizable value and consist of the following (in thousands): August 27 , 2017 May 28, 2017 Raw materials $ 11,688 $ 10,158 Work in progress 3,847 3,447 Finished goods 12,604 11,685 Total $ 28,139 $ 25,290 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. |
Related Party Transactions Policy [Policy Text Block] | Related Party Transactions The Company sells products to and earns license fees from Windset. During the three August 27, 2017 August 28, 2016, $104,000 $118,000, $195,000 $388,000 August 27, 2017 May 28, 2017, All related party transactions are monitored quarterly by the Company and approved by the Audit Committee of the Board of Directors. |
Debt, Policy [Policy Text Block] | Debt Issuance Costs The Company records its line of credit debt issuance costs as an asset, and as such, $120,000 $367 ,000 August 27, 2017, $120,000 $399,000, May 28, 2017. $60,000 $186,000 August 27, 2017 $60,000 $201,000, May 28, 2017. 7 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial Instruments The Company ’s financial instruments are primarily composed of 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 approximates its carrying value . Cash Flow Hedges The Company entered into an interest rate swap agreement to manage interest rate risk. This derivative instrument may 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 g ain 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. Other Comprehensive Income 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 as 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 28, 2017 $ 432 Other comprehensive loss before reclassifications, net of tax effect (103 ) Amounts reclassified from OCI — Other comprehensive income, net 329 Balance as of A ugust 27, 2017 $ 329 The Company does not 12 |
Investment In Non Public Companies [Policy Text Block] | Investment in Non-Public Company On Februa ry 15, 2011, 2010 August 27, 2017 May 28, 2017. 3 |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Intangible Assets The Company ’s intangible assets are comprised of customer relationships with a finite estimated useful life of eleven thirteen , and trademarks, tradenames and goodwill with indefinite useful lives. Finite-lived intangible assets are reviewed for possib le impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not 350 30 35. |
Self Insurance Reserve [Policy Text Block] | 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 August 27, 2017 May 28, 2017. may |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements The Company uses fair value measurement accounting for finan cial 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 ring 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 August 27, 2017 May 28, 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 its investment in Windset. The calculatio n 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 three August 27, 2017 26.9% At August 27, 2017 At May 28, 2017 Revenue growth rates 4% 4% Expense growth rates 4% 4% Income tax rates 15% 15% Discount rates 12% 12% 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 August 27, 2017 10% increase in revenue growth rates $ 7,300 10% increase in expense growth rates $ (1,800 ) 10% increase in income tax rates $ (500 ) 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 August 27, 2017 Fair Value at May 28, 2017 Assets: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swap (1) $ — $ 528 $ — $ — $ 688 $ — Investment in non-public company — — 64,500 — — 63,600 Total $ — $ 528 $ 64,500 $ — $ 688 $ 63,600 ( 1 Recorded in Other assets. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition See Note 9 four . 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 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 accompanying Consolidated Statements of Comprehensive Income. In addition, Packaged Fresh Vegetables revenues include the revenues generated 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-refund able contract fees for which no no For sales arrangements that contain mult iple 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 not not The Company limits the amount of revenue recognition for delivered el ements to the amount that is not not not not For licensing revenue, the initial license fees are deferred and amortized to revenue over the pe riod 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 R&D 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 custo mers 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 arrangement as described above is as follows (in thousands): Three Months Ended August 27 , 2017 August 28, 2016 Recorded upon shipment $ 113,121 $ 105,588 Recorded upon acceptance in foreign port 7,576 23,339 Revenue from multiple element arrangements 1,746 1,585 Revenue from license fees, R&D contracts and royalties/profit sharing 914 1,882 Total $ 123,357 $ 132,394 |
Commitments and Contingencies, Policy [Policy Text Block] | Legal Contingencies In the ordinary course of business, the Company is involved in various legal proceedings and claims. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least each fiscal quarter and adju sted to reflect the impacts of negotiations, estimate settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Legal fees are expensed in the period in which they are incurred. Apio has been the target of a union organizing campaign which has included two 100 100 The legal actions consist of three 1 2 3 two 100 A settlement of the ULPs among the union, Apio, and Pacific Harvest that were pending before the NLRB was approved on December 27, 2016 $310,000. $155,000. May 5, 2017, September 2011 $6.0 three $2.4 July 3, 2017, $1.8 November 2017 $1.8 July 2018. one first $2.4 July 3, 2017 $1.2 December 2020. may second $1.8 November 2017, one third July 2018. As of August 27, 2017 and May 28, 2017, $2.0 $3.2 |
New Accounting Pronouncements, Policy [Policy Text Block] | Rece nt Accounting Guidance Not 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. as initially identified the following core revenue streams from its contracts with customers: ● Finished goods product sales (Packaged Fresh Vegetables); ● Shipping and handling (Packaged Fresh Vegetables); ● Buy-sell product sales (Food Export); ● Product develo pment 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 application 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 evalua ting the impact that ASU 2016 02 ● Reviewing the provisions of ASU 2016 02; ● Gathering information to evaluate its lease pop ulation and portfolio; ● Evaluating the nature of its real and personal property and other arrangements that may ● Evaluating systems’ readiness . As a result of these efforts, the Company currently anticipates that the ado ption of ASU 2016 02 not |
Note 1 - Organization, Basis 19
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Aug. 27, 2017 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | August 27 , 2017 May 28, 2017 Raw materials $ 11,688 $ 10,158 Work in progress 3,847 3,447 Finished goods 12,604 11,685 Total $ 28,139 $ 25,290 |
Comprehensive Income (Loss) [Table Text Block] | Unrealized Gains on Cash Flow Hedge Balance as of May 28, 2017 $ 432 Other comprehensive loss before reclassifications, net of tax effect (103 ) Amounts reclassified from OCI — Other comprehensive income, net 329 Balance as of A ugust 27, 2017 $ 329 |
Schedule of Effect of Significant Unobservable Inputs for Investment [Table Text Block] | At August 27, 2017 At May 28, 2017 Revenue growth rates 4% 4% Expense growth rates 4% 4% Income tax rates 15% 15% Discount rates 12% 12% |
Schedule of Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets [Table Text Block] | Impact on value of investment in Windset as of August 27, 2017 10% increase in revenue growth rates $ 7,300 10% increase in expense growth rates $ (1,800 ) 10% increase in income tax rates $ (500 ) 10% increase in discount rates $ (4,500 ) |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Fair Value at August 27, 2017 Fair Value at May 28, 2017 Assets: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swap (1) $ — $ 528 $ — $ — $ 688 $ — Investment in non-public company — — 64,500 — — 63,600 Total $ — $ 528 $ 64,500 $ — $ 688 $ 63,600 |
Revenue Recognition, Multiple-deliverable Arrangements [Table Text Block] | Three Months Ended August 27 , 2017 August 28, 2016 Recorded upon shipment $ 113,121 $ 105,588 Recorded upon acceptance in foreign port 7,576 23,339 Revenue from multiple element arrangements 1,746 1,585 Revenue from license fees, R&D contracts and royalties/profit sharing 914 1,882 Total $ 123,357 $ 132,394 |
Note 4 - Stock-based Compensa20
Note 4 - Stock-based Compensation (Tables) | 3 Months Ended |
Aug. 27, 2017 | |
Notes Tables | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended August 27 , 2017 August 28, 2016 Options $ 324 $ 291 RSUs 626 516 Total stock-based compensation $ 950 $ 807 Three Months Ended August 27 , 2017 August 28, 2016 Cost of sales $ 124 $ 113 Research and development 20 23 Selling, general and administrative 806 671 Total stock-based compensation $ 950 $ 807 |
Note 5 - Diluted Net Income P21
Note 5 - Diluted Net Income Per Share (Tables) | 3 Months Ended |
Aug. 27, 2017 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended August 27 , 2017 August 28, 2016 Numerator: Net income applicable to Common Stockholders $ 2,146 $ 3,312 Denominator: Weighted average shares for basic net income per share 27,506 27,219 Effect of dilutive securities: Stock options and restricted stock units 352 302 Weighted average shares for diluted net income per share 27,858 27,521 Diluted net income per share $ 0.08 $ 0.12 |
Note 7 - Debt (Tables)
Note 7 - Debt (Tables) | 3 Months Ended |
Aug. 27, 2017 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | August 27 , 2017 May 28, 2017 Term loan with JPMorgan Chase Bank (“JPMorgan”), BMO Harris Bank N,A. (“BMO”), and City National Bank; due in quarterly principal and interest payments of $1 ,25 0 beginning December 1, 2016 through September 23, 2021 with the remainder due on maturity, with interest based on the Company’s leverage ratio at a per annum rate of the Eurodollar rate plus a spread of between 1.25% and 2.25% $ 46,250 $ 47,500 Total principal amount of long-term debt 46,250 47,500 Less: unamortized debt issuance costs (246 ) (261 ) Total long-term debt, net of unamortized debt issuance costs 46,004 47,239 Less: current portion of long-term debt, net (4,940 ) (4,940 ) Long-term debt, net $ 41,064 $ 42,299 |
Note 9 - Business Segment Rep23
Note 9 - Business Segment Reporting (Tables) | 3 Months Ended |
Aug. 27, 2017 | |
Notes Tables | |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | Three Months Ended August 27, 2017 August 28, 2016 Canada $ 18.1 $ 17.8 Taiwan $ 3.8 $ 13.7 Belgium $ 2.2 $ 5.3 China $ 0.2 $ 5.2 Indonesia $ 1.3 $ 1.5 Japan $ 1.6 $ 2.0 All Other Countries $ 2.0 $ 2.7 |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended August 27, 2017 Packaged Fresh Vegetables Food Export Biomaterials Other Total Net sales $ 102,568 $ 7,576 $ 12,164 $ 1,049 $ 123,357 International sales $ 18,142 $ 7,576 $ 3,499 $ 32 $ 29,249 Gross profit $ 15,015 $ 484 $ 3,522 $ 265 $ 19,286 Net income (loss) $ 3,783 $ (158 ) $ (155 ) $ (1,324 ) $ 2,146 Depreciation and amortization $ 1,972 $ — $ 865 $ 117 $ 2,954 Dividend income $ 413 $ — $ — $ — $ 413 Interest income $ 11 $ — $ — $ 20 $ 31 Interest expense , net $ — $ — $ — $ 404 $ 404 Income tax expense (benefit) $ 1,096 $ (45 ) $ (27 ) $ 226 $ 1,250 Three Months Ended August 28, 2016 Net sales $ 95,945 $ 23,339 $ 12,332 $ 778 $ 132,394 International sales $ 17,844 $ 23,339 $ 7,042 $ — $ 48,225 Gross profit $ 14,406 $ 1,028 $ 5,122 $ 588 $ 21,144 Net income (loss) $ 2,323 $ 194 $ 1,243 $ (448 ) $ 3,312 Depreciation and amortization $ 1,820 $ 1 $ 712 $ 17 $ 2,550 Dividend income $ 413 $ — $ — $ — $ 413 Interest income $ 4 $ — $ — $ — $ 4 Interest expense , net $ 550 $ — $ 103 $ — $ 653 Income tax expense $ 655 $ 55 $ 350 $ 829 $ 1,889 |
Note 1 - Organization, Basis 24
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details Textual) | Jul. 03, 2017USD ($) | May 05, 2017USD ($) | Dec. 27, 2016USD ($) | Jul. 31, 2018USD ($) | Nov. 30, 2017USD ($) | Aug. 27, 2017USD ($) | Aug. 28, 2016USD ($) | May 28, 2017USD ($) | Jul. 15, 2014 |
Number of Proprietary Platforms | 2 | ||||||||
Debt Issuance Costs, Current, Net | $ 60,000 | $ 60,000 | |||||||
Debt Issuance Costs, Noncurrent, Net | 186,000 | 201,000 | |||||||
Legal Actions Against Apio [Member] | |||||||||
Loss Contingency Accrual | $ 2,000,000 | $ 3,200,000 | |||||||
Unfair Labor Practice Claims [Member] | |||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 310,000 | ||||||||
Discrimination and Wrongful Termination and Wage and Hour Claims [Member] | |||||||||
Payments for Legal Settlements | $ 2,400,000 | ||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 6,000,000 | ||||||||
Discrimination and Wrongful Termination and Wage and Hour Claims [Member] | Scenario, Forecast [Member] | |||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 1,800,000 | $ 1,800,000 | |||||||
Apio [Member] | Legal Actions Against Apio [Member] | |||||||||
Loss Contingency, Number of Plaintiffs | 100 | ||||||||
Apio [Member] | Unfair Labor Practice Claims [Member] | |||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 155,000 | ||||||||
HA Based Biomaterials [Member] | |||||||||
Number of Product Segments | 3 | ||||||||
HA Based Biomaterials [Member] | Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Ophthalmic [Member] | |||||||||
Concentration Risk, Percentage | 65.00% | ||||||||
HA Based Biomaterials [Member] | Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Orthopedic [Member] | |||||||||
Concentration Risk, Percentage | 15.00% | ||||||||
HA Based Biomaterials [Member] | Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Other/Non-HA [Member] | |||||||||
Concentration Risk, Percentage | 20.00% | ||||||||
Windset [Member] | |||||||||
Investment Ownership Percentage | 26.90% | 26.90% | |||||||
Apio Cooling, LP [Member] | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 60.00% | ||||||||
Pacific Harvest [Member] | Discrimination and Wrongful Termination and Wage and Hour Claims [Member] | |||||||||
Litigation Settlement, Amount to be Reimbursed | $ 1,200,000 | ||||||||
Pacific Harvest [Member] | Discrimination and Wrongful Termination and Wage and Hour Claims [Member] | Scenario, Forecast [Member] | |||||||||
Litigation Settlement, Amount to be Reimbursed | $ 1,800,000 | ||||||||
Customer Relationships [Member] | Minimum [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 11 years | ||||||||
Customer Relationships [Member] | Maximum [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 13 years | ||||||||
Prepaid Expenses and Other Current Assets [Member] | |||||||||
Debt Issuance Costs, Line of Credit Arrangements, Net | $ 120,000 | $ 120,000 | |||||||
Other Assets [Member] | |||||||||
Debt Issuance Costs, Line of Credit Arrangements, Net | 367,000 | 399,000 | |||||||
Windset [Member] | |||||||||
Accounts Receivable, Related Parties, Current | 195,000 | $ 388,000 | |||||||
Windset [Member] | Cost of Sales [Member] | |||||||||
Revenue from Related Parties | $ 104,000 | $ 118,000 |
Note 1 - Organization, Basis 25
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Components of Inventories (Details) - USD ($) $ in Thousands | Aug. 27, 2017 | May 28, 2017 |
Raw materials | $ 11,688 | $ 10,158 |
Work in progress | 3,847 | 3,447 |
Finished goods | 12,604 | 11,685 |
Total | $ 28,139 | $ 25,290 |
Note 1 - Organization, Basis 26
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Components of Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 27, 2017 | Aug. 28, 2016 | |
Balance | $ 228,152 | |
Other comprehensive income, net | (103) | |
Balance | 231,169 | |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | ||
Balance | 432 | |
Other comprehensive loss before reclassifications, net of tax effect | (103) | |
Amounts reclassified from OCI | ||
Other comprehensive income, net | 329 | |
Balance | $ 329 |
Note 1 - Organization, Basis 27
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Significant Unobservable Inputs Used in Discounted Cash Flow Models (Details) | 3 Months Ended | 12 Months Ended |
Aug. 27, 2017 | May 28, 2017 | |
Revenue growth rates | 4.00% | 4.00% |
Expense growth rates | 4.00% | 4.00% |
Income tax rates | 15.00% | 15.00% |
Discount rates | 12.00% | 12.00% |
Note 1 - Organization, Basis 28
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Assumptions Used in Discounted Cash Flow Models (Details) $ in Millions | Aug. 27, 2017USD ($) |
10% increase in revenue growth rates | $ 7.3 |
10% increase in expense growth rates | (1.8) |
10% increase in income tax rates | (0.5) |
10% increase in discount rates | $ (4.5) |
Note 1 - Organization, Basis 29
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Aug. 27, 2017 | May 28, 2017 | |
Investment in non-public company | $ 64,500 | $ 63,600 | |
Fair Value, Inputs, Level 1 [Member] | |||
Investment in non-public company | |||
Total | |||
Fair Value, Inputs, Level 1 [Member] | Interest Rate Swap [Member] | |||
Interest rate swap (1) | [1] | ||
Fair Value, Inputs, Level 2 [Member] | |||
Investment in non-public company | |||
Total | 528 | 688 | |
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | |||
Interest rate swap (1) | [1] | 528 | 688 |
Fair Value, Inputs, Level 3 [Member] | |||
Investment in non-public company | 64,500 | 63,600 | |
Total | 64,500 | 63,600 | |
Fair Value, Inputs, Level 3 [Member] | Interest Rate Swap [Member] | |||
Interest rate swap (1) | [1] | ||
[1] | Recorded in Other assets. |
Note 1 - Organization, Basis 30
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Revenue Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 27, 2017 | Aug. 28, 2016 | |
Product sales | $ 123,357 | $ 132,394 |
Revenue Recorded Upon Shipment [Member] | ||
Product sales | 113,121 | 105,588 |
Revenue Recorded Upon Acceptance in Foreign Port [Member] | ||
Product sales | 7,576 | 23,339 |
Revenue from Multiple Element Arrangements [Member] | ||
Product sales | 1,746 | 1,585 |
Revenue from License Fees, R&D Contracts and Royalties/Profit Sharing [Member] | ||
Product sales | $ 914 | $ 1,882 |
Note 2 - Acquisition of O Oli31
Note 2 - Acquisition of O Olive (Details Textual) - O Olive [Member] - USD ($) | Mar. 01, 2017 | Aug. 27, 2017 | May 31, 2020 | May 28, 2017 |
Payments to Acquire Businesses, Gross | $ 2,500,000 | |||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 7,500,000 | |||
Cumulative EBITDA Amount | $ 6,000,000 | |||
Contingent Consideration Payment Period | 3 years | |||
Finite-Lived Intangible Asset, Useful Life | 11 years | |||
Business Combination, Contingent Consideration, Liability | $ 5,900,000 | $ 5,900,000 | ||
Customer Lists [Member] | ||||
Finite-lived Intangible Assets Acquired | $ 700,000 | |||
Amortization of Intangible Assets | 16,000 | |||
Trademarks and Trade Names [Member] | ||||
Indefinite-lived Intangible Assets Acquired | $ 1,600,000 | |||
Initial Potential Payment Limit [Member] | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 4,600,000 | |||
Additional Potential Payment Limit [Member] | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 2,900,000 |
Note 3 - Investment in Non-pu32
Note 3 - Investment in Non-public Company (Details Textual) - USD ($) | Jul. 15, 2014 | Jul. 15, 2014 | Oct. 29, 2014 | Feb. 15, 2011 | Aug. 27, 2017 | Aug. 28, 2016 |
Investment Income, Dividend | $ 413,000 | $ 413,000 | ||||
Senior A Preferred Stock [Member] | ||||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | |||||
Windset [Member] | ||||||
Investment Ownership Percentage | 26.90% | 26.90% | 26.90% | |||
Investment Income, Dividend | $ 413,000 | 413,000 | ||||
Windset [Member] | Other Income [Member] | ||||||
Change In Market Value Of Investment In Company | 900,000 | $ 0 | ||||
Windset [Member] | Apio [Member] | ||||||
Investment, Preferred Stock, Liquidation Preference, Value | 20,100,000 | |||||
Payments to Acquire Investments | $ 11,000,000 | |||||
Dividends on Investment, Timeframe to Be Paid After Anniversary | 90 days | |||||
Windset [Member] | Apio [Member] | Senior A Preferred Stock [Member] | ||||||
Investment, Preferred Stock, Liquidation Preference, Value | 15,000,000 | |||||
Investment In Non Public Company Shares | 150,000 | |||||
Payments to Acquire Investments | $ 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, Preferred Stock, Liquidation Preference, Value | 5,100,000 | |||||
Investment In Non Public Company Shares | 51,211 | 51,211 | ||||
Investment, Preferred Stock, Dividends Declared | $ 0 | |||||
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] | 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 |
Note 4 - Stock-based Compensa33
Note 4 - Stock-based Compensation (Details Textual) $ in Millions | 3 Months Ended |
Aug. 27, 2017USD ($) | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 4.6 |
Employee Stock Option [Member] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 219 days |
Restricted Stock Units (RSUs) [Member] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 146 days |
Note 4 - Stock-based Compensa34
Note 4 - Stock-based Compensation - Summary of Stock-based Compensation by Income Statement Line Item (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 27, 2017 | Aug. 28, 2016 | |
Stock-based compensation expense | $ 950 | $ 807 |
Cost of Sales [Member] | ||
Stock-based compensation expense | 124 | 113 |
Research and Development Expense [Member] | ||
Stock-based compensation expense | 20 | 23 |
Selling, General and Administrative Expenses [Member] | ||
Stock-based compensation expense | 806 | 671 |
Employee Stock Option [Member] | ||
Stock-based compensation expense | 324 | 291 |
Restricted Stock Units (RSUs) [Member] | ||
Stock-based compensation expense | $ 626 | $ 516 |
Note 5 - Diluted Net Income P35
Note 5 - Diluted Net Income Per Share (Details Textual) shares in Millions | 3 Months Ended |
Aug. 27, 2017shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1.3 |
Note 5 - Diluted Net Income P36
Note 5 - Diluted Net Income Per Share - Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Aug. 27, 2017 | Aug. 28, 2016 | |
Numerator: | ||
Net income applicable to Common Stockholders | $ 2,146 | $ 3,312 |
Denominator: | ||
Weighted average shares for basic net income per share (in shares) | 27,506 | 27,219 |
Effect of dilutive securities: | ||
Stock options and restricted stock units (in shares) | 352 | 302 |
Weighted average shares for diluted net income per share (in shares) | 27,858 | 27,521 |
Diluted net income per share (in dollars per share) | $ 0.08 | $ 0.12 |
Note 6 - Income Taxes (Details
Note 6 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | ||
Aug. 27, 2017 | Aug. 28, 2016 | May 28, 2017 | |
Deferred Tax Assets, Valuation Allowance | $ 1,300,000 | $ 1,900,000 | |
Effective Income Tax Rate Reconciliation, Percent | 37.00% | 36.00% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | |
Unrecognized Tax Benefits | $ 630,000 | $ 537,000 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 495,000 | $ 419,000 | |
Decrease in Unrecognized Tax Benefits is Reasonably Possible | $ 215,000 | ||
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | |||
Open Tax Year | 1,997 | ||
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |||
Open Tax Year | 1,998 |
Note 7 - Debt (Details Textual)
Note 7 - Debt (Details Textual) - USD ($) | Sep. 23, 2016 | Aug. 27, 2017 | May 28, 2017 | Nov. 01, 2016 |
Long-term Debt | $ 46,004,000 | $ 47,239,000 | ||
Debt Issuance Costs, Net | 246,000 | 261,000 | ||
Line of Credit, Current | $ 10,500,000 | $ 3,000,000 | ||
Interest Rate Swap [Member] | BMO [Member] | ||||
Derivative, Notional Amount | $ 50,000,000 | |||
London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Swap [Member] | BMO [Member] | ||||
Derivative, Fixed Interest Rate | 1.22% | |||
Credit Agreement With JPMorgan Chase, BMO Harris Bank, and City National Bank [Member] | ||||
Debt Instrument, Additional Borrowing Amount | $ 75,000,000 | |||
Debt Issuance Costs, Net | $ 897,000 | |||
Credit Agreement With JPMorgan Chase, BMO Harris Bank, and City National Bank [Member] | Prime Rate [Member] | Minimum [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |||
Credit Agreement With JPMorgan Chase, BMO Harris Bank, and City National Bank [Member] | Prime Rate [Member] | Maximum [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||
Credit Agreement With JPMorgan Chase, BMO Harris Bank, and City National Bank [Member] | Eurodollar [Member] | Minimum [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||
Credit Agreement With JPMorgan Chase, BMO Harris Bank, and City National Bank [Member] | Eurodollar [Member] | Maximum [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||
Credit Agreement With JPMorgan Chase, BMO Harris Bank, and City National Bank [Member] | Term Loan [Member] | ||||
Long-term Debt | $ 50,000,000 | |||
Debt Instrument, Term | 5 years | |||
Debt Instrument, Periodic Payment | $ 1,250,000 | |||
Debt Instrument, Interest Rate, Effective Percentage | 2.74% | |||
Debt Issuance Costs, Net | 299,000 | |||
Credit Agreement With JPMorgan Chase, BMO Harris Bank, and City National Bank [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000,000 | |||
Debt Issuance Costs, Net | $ 598,000 | |||
Line of Credit, Current | $ 10,500,000 | |||
Credit Agreement With JPMorgan Chase, BMO Harris Bank, and City National Bank [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Line of Credit Facility, Interest Rate at Period End | 2.74% | |||
Line of Credit, Current | $ 2,500,000 | |||
Credit Agreement With JPMorgan Chase, BMO Harris Bank, and City National Bank [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | ||||
Line of Credit Facility, Interest Rate at Period End | 4.75% | |||
Line of Credit, Current | $ 8,000,000 |
Note 7 - Debt - Long-term Debt
Note 7 - Debt - Long-term Debt (Details) - USD ($) $ in Thousands | Aug. 27, 2017 | May 28, 2017 |
Long-term debt | $ 46,250 | $ 47,500 |
Less: unamortized debt issuance costs | (246) | (261) |
Total long-term debt, net of unamortized debt issuance costs | 46,004 | 47,239 |
Less: current portion of long-term debt, net | (4,940) | (4,940) |
Long-term debt, net | 41,064 | 42,299 |
Term Loan [Member] | ||
Long-term debt | $ 46,250 | $ 47,500 |
Note 7 - Debt - Long-term Deb40
Note 7 - Debt - Long-term Debt (Details) (Parentheticals) - Term Loan [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Aug. 27, 2017 | May 28, 2017 | |
Debt Instrument, Periodic Payment | $ 1,250 | $ 1,250 |
Minimum [Member] | ||
Interest rate | 1.25% | 1.25% |
Maximum [Member] | ||
Interest rate | 2.25% | 2.25% |
Note 8 - Stockholders' Equity (
Note 8 - Stockholders' Equity (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Aug. 27, 2017 | May 28, 2017 | Jul. 14, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 105,000 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 2,200,000 | ||
Stock Repurchase Program, Authorized Amount | $ 10 | ||
Treasury Stock, Shares, Acquired | 0 | 0 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 69,000 |
Note 9 - Business Segment Rep42
Note 9 - Business Segment Reporting (Details Textual) | 3 Months Ended | |
Aug. 27, 2017 | Aug. 28, 2016 | |
Number of Operating Segments | 3 | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Packaged Fresh Vegetables [Member] | ||
Entity Wide Revenue Major Customer Number | 2 | 2 |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Top Five Customers [Member] | ||
Concentration Risk, Percentage | 47.00% | 47.00% |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Costco [Member] | Packaged Fresh Vegetables [Member] | ||
Concentration Risk, Percentage | 18.00% | 17.00% |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Wal-mart [Member] | Packaged Fresh Vegetables [Member] | ||
Concentration Risk, Percentage | 18.00% | 13.00% |
Note 9 - Business Segment Rep43
Note 9 - Business Segment Reporting - Sales by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 27, 2017 | Aug. 28, 2016 | |
CANADA | ||
Segment sales | $ 18.1 | $ 17.8 |
TAIWAN, PROVINCE OF CHINA | ||
Segment sales | 3.8 | 13.7 |
BELGIUM | ||
Segment sales | 2.2 | 5.3 |
CHINA | ||
Segment sales | 0.2 | 5.2 |
INDONESIA | ||
Segment sales | 1.3 | 1.5 |
JAPAN | ||
Segment sales | 1.6 | 2 |
All Other Countries [Member] | ||
Segment sales | $ 2 | $ 2.7 |
Note 9 - Business Segment Rep44
Note 9 - Business Segment Reporting - Operations by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 27, 2017 | Aug. 28, 2016 | |
Net income (loss) | $ 2,146 | $ 3,312 |
Depreciation and amortization | 2,954 | 2,550 |
Dividend income | 413 | 413 |
Interest income | 31 | 4 |
Interest expense, net | 404 | 653 |
Income tax expense (benefit) | 1,250 | 1,889 |
Net sales | 123,357 | 132,394 |
International sales | 29,249 | 48,225 |
Gross profit | 19,286 | 21,144 |
Packaged Fresh Vegetables [Member] | ||
Net income (loss) | 3,783 | 2,323 |
Depreciation and amortization | 1,972 | 1,820 |
Dividend income | 413 | 413 |
Interest income | 11 | 4 |
Interest expense, net | 550 | |
Income tax expense (benefit) | 1,096 | 655 |
Net sales | 102,568 | 95,945 |
International sales | 18,142 | 17,844 |
Gross profit | 15,015 | 14,406 |
Food Export [Member] | ||
Net income (loss) | (158) | 194 |
Depreciation and amortization | 1 | |
Dividend income | ||
Interest income | ||
Interest expense, net | ||
Income tax expense (benefit) | (45) | 55 |
Net sales | 7,576 | 23,339 |
International sales | 7,576 | 23,339 |
Gross profit | 484 | 1,028 |
Biomaterials [Member] | ||
Net income (loss) | (155) | 1,243 |
Depreciation and amortization | 865 | 712 |
Dividend income | ||
Interest income | ||
Interest expense, net | 103 | |
Income tax expense (benefit) | (27) | 350 |
Net sales | 12,164 | 12,332 |
International sales | 3,499 | 7,042 |
Gross profit | 3,522 | 5,122 |
Corporate Segment [Member] | ||
Net income (loss) | (1,324) | (448) |
Depreciation and amortization | 117 | 17 |
Dividend income | ||
Interest income | 20 | |
Interest expense, net | 404 | |
Income tax expense (benefit) | 226 | 829 |
Net sales | 1,049 | 778 |
International sales | 32 | |
Gross profit | $ 265 | $ 588 |