Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
May 28, 2017 | Jul. 24, 2017 | Nov. 25, 2016 | |
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 | ||
Entity Public Float | $ 297,199 | ||
Document Type | 10-K/A | ||
Document Period End Date | May 28, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Amendment Description | We are filing this Amendment No. 2 (“Amendment No. 2”) to our Annual Report on Form 10-K for the fiscal year ended May 28, 2017, as filed with the Securities and Exchange Commission (the “SEC”) on August 10, 2017 (the “Original Form 10-K”), in order to include the entirety of Item 8, as amended, in this Amendment No. 2. On August 15, 2017, we filed Amendment No. 1 to the Original Form 10-K (“Amendment No. 1”) to correct a typographical error in the date of Ernst & Young LLP’s Report of Independent Registered Public Accounting Firm contained in the Original Form 10-K (the “Opinion”). Amendment No. 1 included a new Opinion with the correct date, but did not include the entirety of Item 8 “Financial Statements and Supplementary Data” from the Original Form 10-K. Based on comments received from the staff of the SEC, this Amendment No. 2 contains the entire Item 8 from the Original Form 10-K, including the corrected Opinion. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 2 also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are filed as exhibits hereto. Other than this date correction to the Opinion, no other changes have been made to any other portion of Item 8 of the Original Form 10-K, and no changes have been made to any portion of Item 8 of Amendment No. 1 filed on August 15, 2017. This Amendment No. 2 does not reflect subsequent events occurring after the original filing date of the Original Form 10-K or modify or update in any way disclosures made in the Original Form 10-K. This Amendment No. 2 should be read in conjunction with the Original Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | May 28, 2017 | May 29, 2016 | [1] |
Current Assets: | |||
Cash and cash equivalents | $ 5,409 | $ 9,894 | |
Accounts receivable, less allowance for doubtful accounts | 47,083 | 46,406 | |
Inventories | 25,290 | 25,535 | |
Prepaid expenses and other current assets | 3,498 | 4,468 | |
Total Current Assets | 81,280 | 86,303 | |
Investment in non-public company, fair value | 63,600 | 62,700 | |
Property and equipment, net | 133,220 | 120,880 | |
Goodwill, net | 54,779 | 49,620 | |
Trademarks/trade names, net | 16,028 | 14,428 | |
Customer relationships, net | 6,783 | 6,968 | |
Other assets | 2,918 | 1,754 | |
Total Assets | 358,608 | 342,653 | |
Current Liabilities: | |||
Accounts payable | 25,868 | 30,904 | |
Accrued compensation | 8,211 | 5,460 | |
Other accrued liabilities | 9,125 | 7,772 | |
Deferred revenue | 310 | 832 | |
Line of credit | 3,000 | 3,500 | |
Current portion of long-term debt, net | 4,940 | 7,873 | |
Total Current Liabilities | 51,454 | 56,341 | |
Long-term debt, net | 42,299 | 45,972 | |
Capital lease obligation, less current portion | 3,731 | 3,804 | |
Deferred taxes, net | 24,581 | 22,442 | |
Other non-current liabilities | 8,391 | 1,744 | |
Total Liabilities | 130,456 | 130,303 | |
Stockholders’ Equity: | |||
Common stock, $0.001 par value; 50,000,000 shares authorized; 27,499,155 and 27,148,096 shares issued and outstanding at May 28, 2017 and May 29, 2016, respectively | 27 | 27 | |
Additional paid-in capital | 141,680 | 137,244 | |
Retained earnings | 84,470 | 73,457 | |
Accumulated other comprehensive income | 432 | ||
Total Stockholders’ Equity | 226,609 | 210,728 | |
Non-controlling interest | 1,543 | 1,622 | |
Total Equity | 228,152 | 212,350 | |
Total Liabilities and Stockholders’ Equity | $ 358,608 | $ 342,653 | |
[1] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | May 28, 2017 | May 29, 2016 | [1] |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
Common stock, shares issued (in shares) | 27,499,155 | 27,148,096 | |
Common stock, shares outstanding (in shares) | 27,499,155 | 27,148,096 | |
[1] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands | 12 Months Ended | ||||
May 28, 2017 | May 29, 2016 | May 31, 2015 | |||
Revenues | $ 532,257,000 | $ 541,099,000 | $ 539,257,000 | ||
Cost of product sales | 449,071,000 | 470,142,000 | 473,850,000 | ||
Gross profit | 83,186,000 | 70,957,000 | 65,407,000 | ||
Operating costs and expenses: | |||||
Research and development | 9,473,000 | 7,228,000 | 6,988,000 | ||
Selling, general and administrative | 55,628,000 | 49,515,000 | 39,958,000 | ||
Legal settlement charge | 2,580,000 | ||||
Impairment of GreenLine trade name | 0 | 34,000,000 | [1] | [1] | |
Total operating costs and expenses | 67,681,000 | 90,743,000 | 46,946,000 | ||
Operating income (loss) | 15,505,000 | (19,786,000) | 18,461,000 | ||
Dividend income | 1,650,000 | 1,650,000 | 1,417,000 | ||
Interest income | 16,000 | 71,000 | 315,000 | ||
Interest expense, net | (1,826,000) | (1,987,000) | (1,829,000) | ||
Loss on debt refinancing | (1,233,000) | [1] | [1] | ||
Other income | 900,000 | 1,200,000 | 3,107,000 | ||
Net income (loss) before taxes | 15,012,000 | (18,852,000) | 21,471,000 | ||
Income tax (expense) benefit | (4,335,000) | 7,404,000 | (7,746,000) | ||
Consolidated net income (loss) | 10,677,000 | (11,448,000) | [1] | 13,725,000 | [1] |
Non-controlling interest expense | (87,000) | (193,000) | (181,000) | ||
Net income (loss) applicable to common stockholders | $ 10,590,000 | $ (11,641,000) | $ 13,544,000 | ||
Basic net income (loss) per share (in dollars per share) | $ 0.39 | $ (0.43) | $ 0.50 | ||
Diluted net income (loss) per share (in dollars per share) | $ 0.38 | $ (0.43) | $ 0.50 | ||
Shares used in per share computation | |||||
Basic (in shares) | 27,276 | 27,044 | 26,884 | ||
Diluted (in shares) | 27,652 | 27,044 | 27,336 | ||
Other comprehensive income, net of tax: | |||||
Change in net unrealized gains on interest rate swap (net of tax effect of $254, $0, and $0) | $ 432,000 | ||||
Other comprehensive income, net | 432,000 | ||||
Total comprehensive income (loss) | $ 11,022,000 | $ (11,641,000) | $ 13,544,000 | ||
[1] | See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of accounting principles adopted during the period. |
Consolidated Statements of Com5
Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) | 12 Months Ended | ||
May 28, 2017 | May 29, 2016 | May 31, 2015 | |
Change in net unrealized gains on interest rate swap, tax | $ 254 | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total | ||
Balance (in shares) at May. 25, 2014 | 26,815 | ||||||||
Balance at May. 25, 2014 | $ 27 | $ 131,488 | $ 71,554 | $ 203,069 | $ 1,692 | ||||
Issuance of common stock by Landec on behalf of employees (in shares) | 103 | ||||||||
Issuance of common stock by Landec on behalf of employees | 122 | 122 | |||||||
Issuance of common stock for vested restricted stock units (“RSUs”) (in shares) | 72 | ||||||||
Taxes paid by Company for stock swaps and RSUs | (343) | (343) | |||||||
Stock-based compensation | 1,577 | 1,577 | |||||||
Tax benefit from stock-based compensation expense | 463 | 463 | |||||||
Payments to non-controlling interest (“NCI”) | (196) | ||||||||
Net and comprehensive income | 13,544 | 13,544 | 181 | $ 13,544 | |||||
Balance (in shares) at May. 31, 2015 | 26,990 | ||||||||
Balance at May. 31, 2015 | $ 27 | 133,307 | 85,098 | 218,432 | 1,677 | ||||
Net income | [1] | 13,725 | |||||||
Other comprehensive income, net of tax | |||||||||
Issuance of common stock by Landec on behalf of employees (in shares) | 125 | ||||||||
Issuance of common stock by Landec on behalf of employees | 322 | 322 | |||||||
Issuance of common stock for vested restricted stock units (“RSUs”) (in shares) | 33 | ||||||||
Stock-based compensation | 3,465 | 3,465 | |||||||
Tax benefit from stock-based compensation expense | 150 | 150 | |||||||
Payments to non-controlling interest (“NCI”) | (248) | ||||||||
Net and comprehensive income | (11,641) | (11,641) | 193 | (11,641) | |||||
Balance (in shares) at May. 29, 2016 | 27,148 | ||||||||
Balance at May. 29, 2016 | $ 27 | 137,244 | 73,457 | 210,728 | 1,622 | 212,350 | [2] | ||
Net income | [1] | (11,448) | |||||||
Other comprehensive income, net of tax | |||||||||
Issuance of common stock by Landec on behalf of employees (in shares) | 244 | ||||||||
Issuance of common stock by Landec on behalf of employees | 706 | 706 | |||||||
Issuance of common stock for vested restricted stock units (“RSUs”) (in shares) | 107 | ||||||||
Taxes paid by Company for stock swaps and RSUs | (434) | (434) | |||||||
Stock-based compensation | 3,964 | 3,964 | |||||||
Payments to non-controlling interest (“NCI”) | (166) | ||||||||
Net and comprehensive income | 11,022 | ||||||||
Balance (in shares) at May. 28, 2017 | 27,499 | ||||||||
Balance at May. 28, 2017 | $ 27 | 141,680 | 84,470 | 432 | 226,609 | 1,543 | 228,152 | ||
Net income | 10,590 | 10,590 | 87 | 10,677 | |||||
Other comprehensive income, net of tax | 432 | 432 | $ 432 | ||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | [3] | $ 200 | $ 423 | $ 623 | |||||
[1] | See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of accounting principles adopted during the period. | ||||||||
[2] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. | ||||||||
[3] | See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of accounting guidance adopted during the period. |
Consolidated Statements of Cha7
Consolidated Statements of Changes in Stockholders' Equity (Parentheticals) - $ / shares | May 28, 2017 | May 29, 2016 | May 31, 2015 |
Common Stock [Member] | Minimum [Member] | |||
Issuance of common stock, per share (in dollars per share) | $ 5.63 | $ 5.63 | $ 5.63 |
Common Stock [Member] | Maximum [Member] | |||
Issuance of common stock, per share (in dollars per share) | 11.63 | $ 9.01 | $ 8.19 |
Issuance of common stock, per share (in dollars per share) | $ 13.65 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |||||
May 28, 2017 | May 29, 2016 | May 31, 2015 | ||||
Cash flows from operating activities: | ||||||
Consolidated net income (loss) | $ 10,677,000 | $ (11,448,000) | [1] | $ 13,725,000 | [1] | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | 10,677,000 | 9,395,000 | [1] | 7,090,000 | [1] | |
Stock-based compensation expense | 3,964,000 | 3,465,000 | [1] | 1,577,000 | [1] | |
Loss on early debt extinguishment | 1,233,000 | [1] | [1] | |||
Deferred taxes | 2,506,000 | (9,787,000) | [1] | 4,152,000 | [1] | |
Change in investment in non-public company, fair value | (900,000) | (1,200,000) | [1] | (3,900,000) | [1] | |
Net loss (gain) on disposal of property and equipment | 586,000 | 46,000 | [1] | (90,000) | [1] | |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 0 | 34,000,000 | [1] | [1] | ||
Impairment of non-public company, non-fair value investment | 793,000 | |||||
Changes in assets and liabilities: | ||||||
Accounts receivable, net | (336,000) | 73,000 | [1] | (1,754,000) | [1] | |
Inventories | 855,000 | (508,000) | [1] | (292,000) | [1] | |
Prepaid expenses and other current assets | 1,039,000 | 965,000 | [1] | 177,000 | [1] | |
Accounts payable | (5,189,000) | (4,105,000) | [1] | 2,894,000 | [1] | |
Accrued compensation | 2,751,000 | (1,282,000) | [1] | 2,646,000 | [1] | |
Other accrued liabilities | 2,086,000 | 2,556,000 | [1] | 11,000 | [1] | |
Restricted cash collateral | (100,000) | (225,000) | ||||
Deferred revenue | (522,000) | (11,000) | [1] | (411,000) | [1] | |
Net cash provided by operating activities | 29,327,000 | 21,934,000 | [1] | 26,618,000 | [1] | |
Cash flows from investing activities: | ||||||
Purchases of property and equipment | (22,592,000) | (40,867,000) | [1] | (17,511,000) | [1] | |
Acquisition of O Olive (Note 2) | (2,500,000) | |||||
Deposit on capital lease | (850,000) | [1] | [1] | |||
Proceeds from sales of fixed assets | 81,000 | 127,000 | [1] | 1,071,000 | [1] | |
Investment in non-public company, fair value | (18,000,000) | |||||
Net cash used in investing activities | (25,011,000) | (41,590,000) | [1] | (34,440,000) | [1] | |
Cash flows from financing activities: | ||||||
Proceeds from sale of common stock | 706,000 | 322,000 | [1] | 122,000 | [1] | |
Taxes paid by Company for stock swaps and RSUs | (434,000) | 0 | (343,000) | [1] | ||
Net change in other assets/liabilities | (41,000) | (247,000) | (24,000) | |||
Proceeds from long term debt | 50,000,000 | 26,748,000 | [1] | 15,014,000 | [1] | |
Payments on long term debt | (57,236,000) | (14,652,000) | [1] | (6,867,000) | [1] | |
Proceeds from lines of credit | 4,500,000 | 26,100,000 | [1] | 30,417,000 | [1] | |
Payments on lines of credit | (5,000,000) | (22,600,000) | [1] | (30,417,000) | [1] | |
Payments for debt issuance costs | (897,000) | [1] | [1] | |||
Payments for early debt extinguishment penalties | (233,000) | [1] | [1] | |||
Payments to non-controlling interest. | (166,000) | (248,000) | [1] | (196,000) | [1] | |
Net cash (used in) provided by financing activities | (8,801,000) | 15,423,000 | [1] | 7,706,000 | [1] | |
Net decrease in cash and cash equivalents | (4,485,000) | (4,233,000) | [1] | (116,000) | [1] | |
Cash and cash equivalents at beginning of year | 9,894,000 | [2] | 14,127,000 | 14,243,000 | ||
Cash and cash equivalents at end of year | 5,409,000 | 9,894,000 | [2] | 14,127,000 | ||
Supplemental disclosure of cash flow information: | ||||||
Cash paid during the period for interest | 2,332,000 | 2,017,000 | 1,994,000 | |||
Cash paid during the period for income taxes, net of refunds received | 2,792,000 | 2,625,000 | 150,000 | |||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Facility and equipment acquired under a capital lease | $ 3,908,000 | |||||
[1] | See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of accounting principles adopted during the period. | |||||
[2] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. |
Note 1 - Organization, Basis of
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
May 28, 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 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 |
Note 2 - Acquisition of O Olive
Note 2 - Acquisition of O Olive | 12 Months Ended |
May 28, 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 1995, The potential earn out payment up to $7.5 2018 2020. 2018, $4.6 three $2.9 $6.0 three fourth 2017, third three $5.9 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. Included in the Company’s results for O Olive for the fiscal year 2017 $773,000 $231,000. Intangible Assets The Company identified two in connection with the O Olive acquisition: trade names and trademarks valued at $1.6 not $700,000 eleven Goodwill The excess of the consideration transferred over the fair values assigned to the assets acquired and liabilities assumed was $5.2 million on the closing date, which represents the goodwill amount resulting from the acquisition which can be attributable to O Olive’s long history, future prospects and the expected operating synergies with Apio’s salad business and distribution and logistics capabilities. The Company will test goodwill for impairment on an annual basis or sooner, if indicators of impairment exist. Acquisition-Related Transaction Costs The Company recognized $159,000 May 28, 2017 May 28, 2017. |
Note 3 - Investment in Non-publ
Note 3 - Investment in Non-public Company | 12 Months Ended |
May 28, 2017 | |
Notes to Financial Statements | |
Investment Holdings [Text Block] | 3 . Investment in Non-public C ompan y Windset On February 15, 2011, Apio entered into a share purchase agreement (the “Windset Purchase Agreement”) with Windset. Pursuant to the Windset Purchase Agreement, Apio purchased from Windset 150,000 $15 201 $201. July 15, 2014, 68 51,211 $11 26.9% 7.5% 90 . The non-voting junior preferred stock does not no one five On October 29, 2014, 70,000 $7 preferred shares pay an annual dividend of 7.5% $1.5 first $2.75 second $2.75 third third may not The original Shareholders ’ Agreement between Apio and Windset included a put and call option (the “Put and Call Option”), which could be exercised on or after February 15, 2017 26.9% $20.1 $15 $5.1 March 15, 2017, March 31, 2022. The investment in Windset does not not the annual dividend on the non-voting senior preferred shares that are not The fair value of the Company ’s investment in Windset was determined utilizing the Windset Purchase Agreement’s Put and Call Option 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 The Company recorded $1.7 $1.7 $1.4 May 28, 2017, May 29, 2016 May 31, 2015, May 28, 2017, May 29, 2016 May 31, 2015 $900,000, $1.2 $3.9 The Company also entered into an exclusive license agreement with Windset, which was executed in June 2010, |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 12 Months Ended |
May 28, 2017 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 4 . Property and Equipment Property and equipment consists of the following (in thousands): Years of Year Ended Useful Life May 28, 2017 May 29, 2016 Land and buildings 15 - 40 $ 86,983 $ 67,192 Leasehold improvements 3 - 20 1,190 1,620 Computers, capitalized software, machinery, equipment and autos 3 - 20 97,375 87,464 Furniture and fixtures 3 - 7 1,272 901 Construction in process 6,811 17,677 Gross property and equipment 193,631 174,854 Less accumulated depreciation and amortization (60,411 ) (53,974 ) Net property and equipment $ 133,220 $ 120,880 Depreciation and amortization expense for property and equipment for the fiscal years ended May 28, 2017, May 29, 2016 May 31, 2015 $9.6 $8.2 $6.2 $135, 000, $49,000, zero May 28, 2017, May 29, 2016 May 31, 2015, $414,000, $269,000, $158,000 May 28, 2017, May 29, 2016 May 31, 2015, May 28, 2017 May 29, 2016 $2.2 $865,000, $514,000, $487,000, $45,000 May 28, 2017, May 29, 2016 May 31, 2015, |
Note 5 - Intangible Assets
Note 5 - Intangible Assets | 12 Months Ended |
May 28, 2017 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 5 . Intangible Assets The carrying amount of goodwill as of May 28, 2017, May 29, 2016 May 31, 2015 $35.5 , $13.9 $269,000 $5.2 Other intangible assets consisted of the following (in thousands): Trademarks and Trade names Customer Relationships Total Balance as of May 25, 2014 $ 48,428 $ 8,720 $ 57,148 Amortization expense — (885 ) (885 ) Balance as of May 31, 2015 48,428 7,835 56,263 Impairment during the period (34,000 ) — (34,000 ) Amortization expense — (867 ) (867 ) Balance as of May 29, 2016 14,428 6,968 21,396 Additions during the period 1,600 700 2,300 Amortization expense — (885 ) (885 ) Balance as of May 28, 2017 $ 16,028 $ 6,783 $ 22,811 Accumulated amortization of Trademarks and Trade names was $872,000 May 28, 2017 May 29, 2016. May 28, 2017 May 29, 2016 $5.1 $4.2 $38.8 May 28, 2017 May 29, 2016. $3.7 12 , Apio’s Customer Relationships amount of $7.5 13 $700,000 11 five $949,000 |
Note 6 - Stockholders' Equity
Note 6 - Stockholders' Equity | 12 Months Ended |
May 28, 2017 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 6 . Stockholders ’ Equity Holders of Common Stock are entitled to one per share. Convertible Preferred Stock The Company has authorized two million May 28, 2017 no Common Stock and Stock Option Plans At May 28, 2017, 2.2 On October 10, 2013, 2013 Plan”) became effective and replaced the Company’s 2009 The Plan provides for the grant of stock options (both nonstatutory and incentive stock options), stock grants, stock units and stock appreciation rights. Awards under the Plan will be evidenced by an agreement with the Plan 2.0 no may 500,000 250,000 500,000 may not 30,000 May 28, 2017, 1,736,729 On October 15, 2009, 2009 2009 2005 2009 2009 2009 1.9 May 28, 2017, 344,168 Stock-Based Compensation Activity Activity under all Landec equity incentive plans is as follows: Restricted Stock Outstanding Stock Options Outstanding RSUs and Options Available for Grant Number of Restricted Shares Weighted Average Grant Date Fair Value Number of Stock Options Weighted Average Exercise Price Balance at May 25, 2014 2,000,000 149,300 $ 13.17 1,215,860 $ 8.45 Granted (1,118,857 ) 324,357 $ 13.97 794,500 $ 14.20 Awarded/Exercised — (79,219 ) $ 11.57 (205,419 ) $ 6.55 Forfeited — (1,667 ) $ 14.30 (2,223 ) $ 14.30 Plan shares expired — — — (66,000 ) $ 11.32 Balance at May 31, 2015 881,143 392,771 $ 14.15 1,736,718 $ 11.19 Granted (443,175 ) 177,675 $ 12.10 265,500 $ 12.04 Awarded/Exercised — (32,439 ) $ 13.28 (220,717 ) $ 6.44 Forfeited 28,000 (11,166 ) $ 14.36 (24,473 ) $ 14.38 Plan shares expired — — — (25,554 ) $ 9.86 Balance at May 29, 2016 465,968 526,841 $ 13.51 1,731,474 $ 11.90 Granted (370,522 ) 130,522 $ 13.37 240,000 $ 11.58 Awarded/Exercised — (130,508 ) $ 13.42 (357,639 ) $ 5.93 Forfeited 59,793 (17,500 ) $ 12.46 (42,293 ) $ 12.16 Plan shares expired — — — — — Balance at May 28 2017 155,239 509,355 $ 13.53 1,571,542 $ 13.20 Upon vesting of certain RSUs and the exercise of certain options during fiscal years 2017, 2016 2015, 2017, 2016 2015 137,089, 95,550 112,443 Total payments x 2017, 2016 2015 $434,000, zero $343,000, not The following table summarizes information concerning stock options outstanding and exercisable at May 28, 2017: Options Outstanding Options Exercisable Range of Exercise Prices Number of Shares Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Aggregate Intrinsic Value Number of Shares Exercisable Weighted Average Aggregate Intrinsic Value $5.77 - $14.39 1,571,542 4.68 $ 13.20 $ 1,362,499 1,021,097 $ 13.40 $ 752,758 At May 28, 2017 May 29, 2016 1,021,097 963,833 550,445 767,641 No $13.65 May 28, 2017, May 28, 2017, 314,091 2017 $2.8 Option Awards Outstanding Options Weighted Average Exercise Price Weighted Average Remaining Contract Term (in years) Aggregate Intrinsic Value Vested 1,021,097 $ 13.40 4.18 752,758 Expected to vest 550,445 $ 12.83 5.61 609,741 Total 1,571,542 $ 13.20 4.68 1,362,499 A s of May 28, 2017, $4.6 1.5 1.4 Stock Repurchase Plan On July 14, 2010, $10.0 ’s Common Stock. The Company may not may 2017, 2016 2015, not |
Note 7 - Debt
Note 7 - Debt | 12 Months Ended |
May 28, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 7 . Debt Long-term debt consists of the following (in thousands): May 28 , 2017 May 29, 2016 Term loan with JPMorgan Chase Bank (“ JPMorgan”), BMO Harris Bank N,A. (“BMO”), and City National Bank (“CNB”); due in quarterly principal and interest payments of $1,250 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% $ 47,500 $ — Real property loan agreement with General Electric Capital Corporation (“GE Capital”); due in monthly principal and interest payments of $133,060 through May 1, 2022 with interest based on a fixed rate of 4.02% per annum — 14,167 Capital equipment loan with GE Capital; due in monthly principal and interest payments of $175,356 through May 1, 2019 with interest based on a fixed rate of 4.39% per annum — 5,904 Capital equipment loan with GE Capital; due in monthly principal and interest payments of $95,120 through July 17, 2019 with interest based on a fixed rate of 3.68% per annum — 5,558 Capital equipment loan with GE Capital; due in monthly principal and interest payments of $55,828 through December 1, 2019 with interest based on a fixed rate of 3.74% per annum — 3,375 Capital equipment loan with Bank of America (“ BofA”); due in monthly principal and interest payments of $68,274 through June 28, 2020 with interest based on a fixed rate of 2.79% per annum — 3,158 Real property loan agreement with GE Capital ; due in monthly principal payments of $46,000 through March 1, 2026, plus interest payable monthly at LIBOR plus 2.25% per annum — 7,622 Capital equipment loan with GE Capital; due in monthly principal payments of $122,000 through March 1, 2021, plus interest payable monthly at LIBOR plus 2.25% per annum — 8,873 Capital equipment loan with BofA; due in monthly principal and interest payments of $75,000 through November 27, 2020 with interest based on a fixed rate of 2.92% per annum — 3,940 Industrial revenue bonds (“ IRBs”) issued by Lifecore; due in annual payments through 2020 with interest at a variable rate set weekly by the bond remarketing agent — 2,065 Total principal amount of long-term debt 47,500 54,662 Less: unamortized debt issuance costs (261 ) (817 ) Total long-term debt, net of unamortized debt issuance costs 47,239 53,845 Less: current portion of long-term debt, net (4,940 ) (7,873 ) Long-term debt, net $ 42,299 $ 45,972 The future minimum principal payments of the Company ’s debt for each year presented are as follows (in thousands): Term Loan Fiscal year 2018 $ 5,000 Fiscal year 2019 5,000 Fiscal year 2020 5,000 Fiscal year 2021 5,000 Fiscal year 202 2 27,500 Thereafter — Total $ 47,500 On September 23, 2016, 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 in five September 23, 2021), $1.25 December 1, 2016, rity. 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 earnings before interest, taxes, depreciation, and amortization (“EBITDA”) for the period of four 0.25% 1.25% 1.25% 2.25% The Credit Agreement provides the Company the right to increase the Revolver commitments and/or the Term Loan commitments by obta ining additional commitments either from one $75 The Credit Agreement contains customary financial covenants and events of default under which the obligation could be acc elerated and/or the interest rate increased. The Company was in compliance with all financial covenants as of May 28, 2017. On November 1, 2016, Swap”) with BMO at a notional amount of $50 30 1.22%. May 28, 2017, 2.72%. 1 In connection with the Credit Agreement, the Company incurred in fiscal year 2017 third $897,000, $598,000 $299,000 2016 2015, $200,000 $397,000, 2017, 2016 2015 $142,000, $293,000 $206, 000 Concurrent with the close of the Credit Agreement, all of the proceeds of the Term Loan, and $1.5 $1.2 ion, which included $233,000 $1.0 September 23, 2016. As of May 28, 2017, $3.0 May 28, 2017, 2.57%. |
Note 8 - Income Taxes
Note 8 - Income Taxes | 12 Months Ended |
May 28, 2017 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 8 . Income Taxes The provision for income taxes consisted of the following (in thousands): Year Ended May 28, 2017 May 29, 2016 May 31, 2015 Current: Federal $ 1,690 $ 2,382 $ 3,480 State 57 (82 ) 43 Foreign 82 83 71 Total 1,829 2,383 3,594 Deferred: Federal 2,244 (9,177 ) 3,789 State 262 (610 ) 363 Total 2,506 (9,787 ) 4,152 Income tax expense (benefit) $ 4,335 $ (7,404 ) $ 7,746 The actual provision for income taxes differs from the statutory U.S. federal income tax rate of 35% Year Ended May 28, 2017 May 29, 2016 May 31, 2015 Provision at U.S. statutory rate of 35% $ 5,224 $ (6,666 ) $ 7,451 State income taxes, net of federal benefit 325 (504 ) 566 Change in valuation allowance 85 6 353 Tax credits (834 ) (156 ) (375 ) S tock-based compensation (365 ) 173 142 Domestic manufacturing deduction (243 ) (307 ) (369 ) Other 143 50 (22 ) Total $ 4,335 $ (7,404 ) $ 7,746 Significant components of deferred tax assets and liabilities consisted of the following (in thousands): Year Ended May 28, 2017 May 29, 2016 Deferred tax assets: Accruals and reserves $ 3,242 $ 1,836 Net operating loss carryforwards 2,766 3,030 Stock-based compensation 2,032 1,436 Research and AMT credit carryforwards 1,050 468 Other 661 926 Gross deferred tax assets 9,751 7,696 Valuation allowance (1,325 ) (1,240 ) Net deferred tax assets 8,426 6,456 Deferred tax liabilities: Basis difference in investment in non-public company (11,495 ) (11,125 ) Goodwill and other indefinite life intangibles (11,119 ) (8,015 ) Depreciation and amortization (10,393 ) (9,758 ) Deferred tax liabilities (33,007 ) (28,898 ) Net deferred tax liabilities $ (24,581 ) $ (22,442 ) The increase in the income tax expense for fiscal year 2017 primarily due the Company’s overall net income before tax position in fiscal year 2017 2016, $34 2016, 2016. 2017 29% 39% 2016. During the fiscal year ended May 28, 2017, $19 2,000 2016 09, The Company elected to early adopt the new guidance of ASU 2016 09, Compensation – Stock Compensation (Topic 718 Improvements to Employee Share-Based Payments Accounting May 30, 2016. 1 $549 ,000 2 $200 ,000 $126 ,000 $74 ,000 3 $150,000 $463,000 May 29, 2016 May 31, 2015, As of May 2 8, 2017, $6.8 $5.7 $3.0 2032 not 2012. 1986 The Company has California research and development tax credits carryforwards of approximately $1.2 Valuation allowances are reviewed each period on a tax jurisdiction by jurisdiction basis to analyze whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets. Based on this analysis and considering all positive and negative evidence, the Company determined that a valuation allowance of $1.3 not not The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and the derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): As of May 28 , 2017 May 29, 2016 May 31, 2015 Unrecognized tax benefits – beginning of the period $ 842 $ 987 $ 1,035 Gross increases – tax positions in prior period 11 1 17 Gross decreases – tax positions in prior period (90 ) (223 ) (141 ) Gross increases – current-period tax positions 93 77 76 Lapse of statute of limitations (319 ) — — Unrecognized tax benefits – end of the period $ 537 $ 842 $ 987 As of May 28, 2017, $537 ,000, $419 ,000, not May 28, 2017. $215 ,000 12 . Due to tax attribute carryforwards, the Company is subject to examination for tax years 2013 risdictions for tax years 1998 none |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 12 Months Ended |
May 28, 2017 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 9 . Commitments and Contingencies Operating Leases Landec leases land, facilities, and equipment under operating lease agreements with various terms and conditions, which expire at various dates through fiscal year 2030. The approximate future minimum lease payments under these operating leases at May 28, 2017 Amount Fiscal year 2018 $ 3,349 Fiscal year 2019 2,301 Fiscal year 2020 1,286 Fiscal year 2021 1,138 Fiscal year 2022 906 Thereafter 6,771 Total $ 15,751 Rent expense for operating leases, including month to month arrangements was $5.6 $4.5 $5.0 2017, 2016 2015, Capital Leases On September 3, 2015, 65,000 two seven two five seven May 28, 2017 $3.7 $34,000 2.4% not January 1, 2016. $104,000 May 28, 2017 . Future minimum lease payments under capital leases for each year presented as are follows (in thousands): Fiscal year 2018 $ 462 Fiscal year 2019 472 Fiscal year 2020 483 Fiscal year 2021 486 Fiscal year 2022 460 Thereafter 3,491 Total minimum lease payment 5,854 Less: amounts representing interest and taxes (2,053 ) Total 3,801 Less : current portion included in other accrued liabilities (70 ) Long-term capital lease obligation $ 3,731 Purchase Commitments At May 28, 2017, $19.1 2018 $32.2 $30.5 $16.8 2017, 2016 2015, 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 second $1.8 November 2017, one third July 2018. ’s recourse against non-payment by Pacific Harvest is its security interest in assets owned by Pacific Harvest. During the twelve May 28, 2017, $2.6 twelve May 28, 2017 May 29, 2016, $2.1 $542 ,000, May 28, 2017, $3.2 |
Note 10 - Employee Savings and
Note 10 - Employee Savings and Investment Plans | 12 Months Ended |
May 28, 2017 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 10 . Employee Savings and Investment Plans The Company sponsors a 401 Landec Plan”), allows participants to contribute from 1% 50% 100% first 3% 50% 2% 2017, 2016 2015, $1.5 $1.3 $1.2 , |
Note 11 - Business Segment Repo
Note 11 - Business Segment Reporting | 12 Months Ended |
May 28, 2017 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 11 . 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 from its acquisition date of March 1, 2017 28, 2017. The Company ’s international sales by geography are based on the billing address of the customer and were as follows (in millions): Year Ended May 28, 2017 May 29, 2016 May 31, 2015 Canada $ 69.3 $ 80.6 $ 79.7 Taiwan $ 30.0 $ 32.3 $ 32.1 Belgium $ 21.0 $ 13.4 $ 6.8 China $ 12.1 $ 8.3 $ 9.0 Indonesia $ 8.5 $ 9.4 $ 9.0 Japan $ 7.4 $ 6.4 $ 8.5 All Other Countries $ 13.0 $ 17.0 $ 18.4 Operations by segment consisted of the following (in thousands): Year Ended May 28, 2017 Packaged Fresh Vegetables Food Export Biomaterials Other Total Net sales $ 408,021 $ 62,481 $ 59,392 $ 2,363 $ 532,257 International sales $ 69,802 $ 62,481 $ 29,053 $ — $ 161,336 Gross profit $ 51,148 $ 3,974 $ 26,755 $ 1,309 $ 83,186 Net income (loss) $ 2,722 $ 669 $ 10,228 $ (3,029 ) $ 10,590 Identifiable assets $ 211,381 $ 27,087 $ 104,492 $ 15,648 $ 358,608 Depreciation and amortization $ 7,312 $ — $ 3,054 $ 311 $ 10,677 Capital expenditures $ 12,150 $ — $ 9,902 $ 540 $ 22,592 Dividend income $ 1,650 $ — $ — $ — $ 1,650 Interest income $ 16 $ — $ — $ — $ 16 Interest expense, net $ 674 $ — $ 13 $ 1,139 $ 1,826 Income tax expense $ 823 $ 189 $ 2,938 $ 385 $ 4,335 Year Ended May 29, 2016 Net sales $ 423,859 $ 64,181 $ 50,470 $ 2,589 $ 541,099 International sales $ 81,242 $ 64,181 $ 21,993 $ — $ 167,416 Gross profit $ 40,479 $ 4,176 $ 24,081 $ 2,221 $ 70,957 Net income (loss) $ (31,975 ) $ 699 $ 9,499 $ 10,136 $ (11,641 ) Identifiable assets $ 212,524 $ 29,124 $ 98,986 $ 2,019 $ 342,653 Depreciation and amortization $ 6,648 $ 1 $ 2,606 $ 140 $ 9,395 Capital expenditures $ 26,892 $ — $ 13,975 $ — $ 40,867 Dividend income $ 1,650 $ — $ — $ — $ 1,650 Interest income $ 46 $ — $ 25 $ — $ 71 Interest expense, net $ 1,721 $ — $ 266 $ — $ 1,987 Income tax expense (benefit) $ 415 $ 143 $ 1,946 $ (9,908 ) $ (7,404 ) Year Ended May 31, 2015 Net sales $ 430,415 $ 67,837 $ 40,432 $ 573 $ 539,257 International sales $ 80,500 $ 67,714 $ 15,246 $ — $ 163,460 Gross profit $ 45,993 $ 4,252 $ 14,609 $ 553 $ 65,407 Net income (loss) $ 17,145 $ 1,041 $ 3,838 $ (8,480 ) $ 13,544 Identifiable assets $ 228,672 $ 27,746 $ 85,779 $ 4,268 $ 346,465 Depreciation and amortization $ 4,766 $ 6 $ 2,184 $ 134 $ 7,090 Capital expenditures $ 12,895 $ — $ 4,499 $ 117 $ 17,511 Dividend income $ 1,417 $ — $ — $ — $ 1,417 Interest income $ 32 $ — $ 254 $ 29 $ 315 Interest expense, net $ 1,655 $ — $ 174 $ — $ 1,829 Income tax expense $ 792 $ 48 $ 177 $ 6,729 $ 7,746 |
Note 12 - Quarterly Consolidate
Note 12 - Quarterly Consolidated Financial Information (Unaudited) | 12 Months Ended |
May 28, 2017 | |
Notes to Financial Statements | |
Quarterly Financial Information [Text Block] | 12 . Quarterly Consolidated Financial Information (unaudited) The following is a summary of the unaudited quarterly results of operations for fiscal years 2017, 2016 2015 amounts): F iscal Year 2017 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Annual Revenues $ 132,394 $ 135,865 $ 136,568 $ 127,430 $ 532,257 Gross profit $ 21,144 $ 18,953 $ 23,432 $ 19,657 $ 83,186 Net income (loss) $ 3,312 $ 1,326 $ 3,500 $ 2,452 $ 10,590 Net income (loss) per basic share $ 0.12 $ 0.05 $ 0.13 $ 0.09 $ 0.39 Net income (loss) per diluted share $ 0.12 $ 0.05 $ 0.13 $ 0.09 $ 0.38 Fiscal Year 2016 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Annual Revenues $ 135,355 $ 140,441 $ 129,990 $ 135,313 $ 541,099 Gross profit $ 17,977 $ 17,265 $ 12,931 $ 22,784 $ 70,957 Net income (loss) $ 2,952 $ 1,868 $ (21,190 ) $ 4,729 $ (11,641 ) Net income (loss) per basic share $ 0.11 $ 0.07 $ (0.78 ) $ 0.17 $ (0.43 ) Net income (loss) per diluted share $ 0.11 $ 0.07 $ (0.78 ) $ 0.17 $ (0.43 ) Fiscal Year 2015 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Annual Revenues $ 133,614 $ 132,665 $ 138,530 $ 134,448 $ 539,257 Gross profit $ 14,188 $ 15,666 $ 16,885 $ 18,668 $ 65,407 Net income $ 2,353 $ 3,223 $ 3,772 $ 4,196 $ 13,544 Net income per basic share $ 0.09 $ 0.12 $ 0.14 $ 0.16 $ 0.50 Net income per diluted share $ 0.09 $ 0.12 $ 0.14 $ 0.15 $ 0.50 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
May 28, 2017 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | 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 |
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; 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 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Risk Cash and cash equivalents, marketable securities, trade accounts receivable, grower advances and notes receivable are financial instruments that potentially subject the Company to concentrations of credit risk. Our Company policy limits, among other 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 or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not 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 |
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, 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 . |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable and Sales Returns and Allowance for Doubtful Accounts The Company carries its accounts receivable at their face amounts less an allowance for estimated sales returns and doubtful accounts. Sales return allowances are estimated based on historical sales return amounts. Further, on a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts and estimated losses resulting from the inability of its customers to make required payments. The allowance for doubtful accounts is determined based on review of the overall condition of accounts receivable balances and review of significant past due accounts. The allowance for doubtful accounts is based on specific identification of past due amounts and for accounts over 90 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, Policy [Policy Text Block] | Revenue Recognition Revenue from product sales is recognized when there is persuasive evidence that an arrangement exists, title has transferred, the price is fixed and determinable, and collectability is reasonably assured. Allowances are established for estimated 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 Cost, Policy [Policy Text Block] | Shipping and Handling Costs Amounts billed to third to the end consumer markets. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company records all highly liquid securities with three ivalents consist mainly of money market funds. The market value of cash equivalents approximates their historical cost given their short-term nature. |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost (using the first 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 Costs, Policy [Policy Text Block] | 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 |
Receivables, Policy [Policy Text Block] | Notes and Advances Receivable Apio issues notes and makes advances to produce growers for their crop and harvesting costs primarily for the purpose of sourcing crops for Apio's business . Notes and advances receivable are generally recovered during the growing season (less than one three nine not May 28, 2017 May 29, 2016 $1.0 $2.3 . |
Related Party Transactions Policy [Policy Text Block] | 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, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost. Expenditures for major improvements are capitalized while repairs and 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 |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Long-Lived Assets The Company ’s Long-Lived Assets consist of property, plant and equipment, and intangible assets. Intangible assets are comprised of customer relationships with an estimated useful life of 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 Companies [Policy Text Block] | 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 . |
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 May 28, 2017. may |
Revenue Recognition, Deferred Revenue [Policy Text Block] | Deferred Revenue Cash received in advance of services performed are recorded as deferred revenue. |
Non-controlling Interest [Policy Text Block] | Non-Controlling Interest The Company reports all non-controlling interests as a separate component of stockholders ’ equity. The non-controlling interest’s share of the income or loss of the consolidated subsidiary is reported as a separate line item in our Consolidated Statements of Comprehensive Income (Loss), following the consolidated net income (loss) caption. In connection with the acquisition of Api o, Landec acquired Apio’s 60% |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes in accordance with accounting guidance which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded 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 |
Earnings Per Share, Policy [Policy Text Block] | Per Share Information Accounting guidance requires the presentation of basic and diluted earnings per share. Basic earnings per share excludes any dilutive 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, Policy [Policy Text Block] | 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 Expense, Policy [Policy Text Block] | Research and Development Expenses Costs related to both research and development contracts and Company-funded research is included in research and development expenses. Research and development costs are primarily comprised of salaries a nd related benefits, supplies, travel expenses, consulting expenses and corporate allocations. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Accounting for Stock-Based Compensation The Company ’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 Measurement, Policy [Policy Text Block] | Fair Value Measurements The Company uses fair value measurement accounting for financial assets and liabilities and for financial instruments and certain other items measured at fair value. The Company has elected the fair value option for its investment in a non-public company. See Note 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. |
New Accounting Pronouncements, Policy [Policy Text Block] | 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 |
Note 1 - Organization, Basis 22
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
May 28, 2017 | |
Notes Tables | |
Comprehensive Income (Loss) [Table Text Block] | 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 |
Allowance for Credit Losses on Financing Receivables [Table Text Block] | Balance at beginning of period Adjustments charged to revenue and expenses Write offs, net of recoveries Balance at end of period Year Ended May 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, Multiple-deliverable Arrangements [Table Text Block] | 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 |
Schedule of Inventory, Current [Table Text Block] | 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 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 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 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | 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 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 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 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 % |
Schedule of Effect of Significant Unobservable Inputs for Investment [Table Text Block] | 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 % |
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 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 ) |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | 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 |
Note 4 - Property and Equipme23
Note 4 - Property and Equipment (Tables) | 12 Months Ended |
May 28, 2017 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | Years of Year Ended Useful Life May 28, 2017 May 29, 2016 Land and buildings 15 - 40 $ 86,983 $ 67,192 Leasehold improvements 3 - 20 1,190 1,620 Computers, capitalized software, machinery, equipment and autos 3 - 20 97,375 87,464 Furniture and fixtures 3 - 7 1,272 901 Construction in process 6,811 17,677 Gross property and equipment 193,631 174,854 Less accumulated depreciation and amortization (60,411 ) (53,974 ) Net property and equipment $ 133,220 $ 120,880 |
Note 5 - Intangible Assets (Tab
Note 5 - Intangible Assets (Tables) | 12 Months Ended |
May 28, 2017 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Trademarks and Trade names Customer Relationships Total Balance as of May 25, 2014 $ 48,428 $ 8,720 $ 57,148 Amortization expense — (885 ) (885 ) Balance as of May 31, 2015 48,428 7,835 56,263 Impairment during the period (34,000 ) — (34,000 ) Amortization expense — (867 ) (867 ) Balance as of May 29, 2016 14,428 6,968 21,396 Additions during the period 1,600 700 2,300 Amortization expense — (885 ) (885 ) Balance as of May 28, 2017 $ 16,028 $ 6,783 $ 22,811 |
Note 6 - Stockholders' Equity (
Note 6 - Stockholders' Equity (Tables) | 12 Months Ended |
May 28, 2017 | |
Notes Tables | |
Share-based Compensation, Activity [Table Text Block] | Restricted Stock Outstanding Stock Options Outstanding RSUs and Options Available for Grant Number of Restricted Shares Weighted Average Grant Date Fair Value Number of Stock Options Weighted Average Exercise Price Balance at May 25, 2014 2,000,000 149,300 $ 13.17 1,215,860 $ 8.45 Granted (1,118,857 ) 324,357 $ 13.97 794,500 $ 14.20 Awarded/Exercised — (79,219 ) $ 11.57 (205,419 ) $ 6.55 Forfeited — (1,667 ) $ 14.30 (2,223 ) $ 14.30 Plan shares expired — — — (66,000 ) $ 11.32 Balance at May 31, 2015 881,143 392,771 $ 14.15 1,736,718 $ 11.19 Granted (443,175 ) 177,675 $ 12.10 265,500 $ 12.04 Awarded/Exercised — (32,439 ) $ 13.28 (220,717 ) $ 6.44 Forfeited 28,000 (11,166 ) $ 14.36 (24,473 ) $ 14.38 Plan shares expired — — — (25,554 ) $ 9.86 Balance at May 29, 2016 465,968 526,841 $ 13.51 1,731,474 $ 11.90 Granted (370,522 ) 130,522 $ 13.37 240,000 $ 11.58 Awarded/Exercised — (130,508 ) $ 13.42 (357,639 ) $ 5.93 Forfeited 59,793 (17,500 ) $ 12.46 (42,293 ) $ 12.16 Plan shares expired — — — — — Balance at May 28 2017 155,239 509,355 $ 13.53 1,571,542 $ 13.20 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Options Outstanding Options Exercisable Range of Exercise Prices Number of Shares Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Aggregate Intrinsic Value Number of Shares Exercisable Weighted Average Aggregate Intrinsic Value $5.77 - $14.39 1,571,542 4.68 $ 13.20 $ 1,362,499 1,021,097 $ 13.40 $ 752,758 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block] | Outstanding Options Weighted Average Exercise Price Weighted Average Remaining Contract Term (in years) Aggregate Intrinsic Value Vested 1,021,097 $ 13.40 4.18 752,758 Expected to vest 550,445 $ 12.83 5.61 609,741 Total 1,571,542 $ 13.20 4.68 1,362,499 |
Note 7 - Debt (Tables)
Note 7 - Debt (Tables) | 12 Months Ended |
May 28, 2017 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | May 28 , 2017 May 29, 2016 Term loan with JPMorgan Chase Bank (“ JPMorgan”), BMO Harris Bank N,A. (“BMO”), and City National Bank (“CNB”); due in quarterly principal and interest payments of $1,250 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% $ 47,500 $ — Real property loan agreement with General Electric Capital Corporation (“GE Capital”); due in monthly principal and interest payments of $133,060 through May 1, 2022 with interest based on a fixed rate of 4.02% per annum — 14,167 Capital equipment loan with GE Capital; due in monthly principal and interest payments of $175,356 through May 1, 2019 with interest based on a fixed rate of 4.39% per annum — 5,904 Capital equipment loan with GE Capital; due in monthly principal and interest payments of $95,120 through July 17, 2019 with interest based on a fixed rate of 3.68% per annum — 5,558 Capital equipment loan with GE Capital; due in monthly principal and interest payments of $55,828 through December 1, 2019 with interest based on a fixed rate of 3.74% per annum — 3,375 Capital equipment loan with Bank of America (“ BofA”); due in monthly principal and interest payments of $68,274 through June 28, 2020 with interest based on a fixed rate of 2.79% per annum — 3,158 Real property loan agreement with GE Capital ; due in monthly principal payments of $46,000 through March 1, 2026, plus interest payable monthly at LIBOR plus 2.25% per annum — 7,622 Capital equipment loan with GE Capital; due in monthly principal payments of $122,000 through March 1, 2021, plus interest payable monthly at LIBOR plus 2.25% per annum — 8,873 Capital equipment loan with BofA; due in monthly principal and interest payments of $75,000 through November 27, 2020 with interest based on a fixed rate of 2.92% per annum — 3,940 Industrial revenue bonds (“ IRBs”) issued by Lifecore; due in annual payments through 2020 with interest at a variable rate set weekly by the bond remarketing agent — 2,065 Total principal amount of long-term debt 47,500 54,662 Less: unamortized debt issuance costs (261 ) (817 ) Total long-term debt, net of unamortized debt issuance costs 47,239 53,845 Less: current portion of long-term debt, net (4,940 ) (7,873 ) Long-term debt, net $ 42,299 $ 45,972 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Term Loan Fiscal year 2018 $ 5,000 Fiscal year 2019 5,000 Fiscal year 2020 5,000 Fiscal year 2021 5,000 Fiscal year 202 2 27,500 Thereafter — Total $ 47,500 |
Note 8 - Income Taxes (Tables)
Note 8 - Income Taxes (Tables) | 12 Months Ended |
May 28, 2017 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended May 28, 2017 May 29, 2016 May 31, 2015 Current: Federal $ 1,690 $ 2,382 $ 3,480 State 57 (82 ) 43 Foreign 82 83 71 Total 1,829 2,383 3,594 Deferred: Federal 2,244 (9,177 ) 3,789 State 262 (610 ) 363 Total 2,506 (9,787 ) 4,152 Income tax expense (benefit) $ 4,335 $ (7,404 ) $ 7,746 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended May 28, 2017 May 29, 2016 May 31, 2015 Provision at U.S. statutory rate of 35% $ 5,224 $ (6,666 ) $ 7,451 State income taxes, net of federal benefit 325 (504 ) 566 Change in valuation allowance 85 6 353 Tax credits (834 ) (156 ) (375 ) S tock-based compensation (365 ) 173 142 Domestic manufacturing deduction (243 ) (307 ) (369 ) Other 143 50 (22 ) Total $ 4,335 $ (7,404 ) $ 7,746 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Year Ended May 28, 2017 May 29, 2016 Deferred tax assets: Accruals and reserves $ 3,242 $ 1,836 Net operating loss carryforwards 2,766 3,030 Stock-based compensation 2,032 1,436 Research and AMT credit carryforwards 1,050 468 Other 661 926 Gross deferred tax assets 9,751 7,696 Valuation allowance (1,325 ) (1,240 ) Net deferred tax assets 8,426 6,456 Deferred tax liabilities: Basis difference in investment in non-public company (11,495 ) (11,125 ) Goodwill and other indefinite life intangibles (11,119 ) (8,015 ) Depreciation and amortization (10,393 ) (9,758 ) Deferred tax liabilities (33,007 ) (28,898 ) Net deferred tax liabilities $ (24,581 ) $ (22,442 ) |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | As of May 28 , 2017 May 29, 2016 May 31, 2015 Unrecognized tax benefits – beginning of the period $ 842 $ 987 $ 1,035 Gross increases – tax positions in prior period 11 1 17 Gross decreases – tax positions in prior period (90 ) (223 ) (141 ) Gross increases – current-period tax positions 93 77 76 Lapse of statute of limitations (319 ) — — Unrecognized tax benefits – end of the period $ 537 $ 842 $ 987 |
Note 9 - Commitments and Cont28
Note 9 - Commitments and Contingencies (Tables) | 12 Months Ended |
May 28, 2017 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Amount Fiscal year 2018 $ 3,349 Fiscal year 2019 2,301 Fiscal year 2020 1,286 Fiscal year 2021 1,138 Fiscal year 2022 906 Thereafter 6,771 Total $ 15,751 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Fiscal year 2018 $ 462 Fiscal year 2019 472 Fiscal year 2020 483 Fiscal year 2021 486 Fiscal year 2022 460 Thereafter 3,491 Total minimum lease payment 5,854 Less: amounts representing interest and taxes (2,053 ) Total 3,801 Less : current portion included in other accrued liabilities (70 ) Long-term capital lease obligation $ 3,731 |
Note 11 - Business Segment Re29
Note 11 - Business Segment Reporting (Tables) | 12 Months Ended |
May 28, 2017 | |
Notes Tables | |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | Year Ended May 28, 2017 May 29, 2016 May 31, 2015 Canada $ 69.3 $ 80.6 $ 79.7 Taiwan $ 30.0 $ 32.3 $ 32.1 Belgium $ 21.0 $ 13.4 $ 6.8 China $ 12.1 $ 8.3 $ 9.0 Indonesia $ 8.5 $ 9.4 $ 9.0 Japan $ 7.4 $ 6.4 $ 8.5 All Other Countries $ 13.0 $ 17.0 $ 18.4 |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Year Ended May 28, 2017 Packaged Fresh Vegetables Food Export Biomaterials Other Total Net sales $ 408,021 $ 62,481 $ 59,392 $ 2,363 $ 532,257 International sales $ 69,802 $ 62,481 $ 29,053 $ — $ 161,336 Gross profit $ 51,148 $ 3,974 $ 26,755 $ 1,309 $ 83,186 Net income (loss) $ 2,722 $ 669 $ 10,228 $ (3,029 ) $ 10,590 Identifiable assets $ 211,381 $ 27,087 $ 104,492 $ 15,648 $ 358,608 Depreciation and amortization $ 7,312 $ — $ 3,054 $ 311 $ 10,677 Capital expenditures $ 12,150 $ — $ 9,902 $ 540 $ 22,592 Dividend income $ 1,650 $ — $ — $ — $ 1,650 Interest income $ 16 $ — $ — $ — $ 16 Interest expense, net $ 674 $ — $ 13 $ 1,139 $ 1,826 Income tax expense $ 823 $ 189 $ 2,938 $ 385 $ 4,335 Year Ended May 29, 2016 Net sales $ 423,859 $ 64,181 $ 50,470 $ 2,589 $ 541,099 International sales $ 81,242 $ 64,181 $ 21,993 $ — $ 167,416 Gross profit $ 40,479 $ 4,176 $ 24,081 $ 2,221 $ 70,957 Net income (loss) $ (31,975 ) $ 699 $ 9,499 $ 10,136 $ (11,641 ) Identifiable assets $ 212,524 $ 29,124 $ 98,986 $ 2,019 $ 342,653 Depreciation and amortization $ 6,648 $ 1 $ 2,606 $ 140 $ 9,395 Capital expenditures $ 26,892 $ — $ 13,975 $ — $ 40,867 Dividend income $ 1,650 $ — $ — $ — $ 1,650 Interest income $ 46 $ — $ 25 $ — $ 71 Interest expense, net $ 1,721 $ — $ 266 $ — $ 1,987 Income tax expense (benefit) $ 415 $ 143 $ 1,946 $ (9,908 ) $ (7,404 ) Year Ended May 31, 2015 Net sales $ 430,415 $ 67,837 $ 40,432 $ 573 $ 539,257 International sales $ 80,500 $ 67,714 $ 15,246 $ — $ 163,460 Gross profit $ 45,993 $ 4,252 $ 14,609 $ 553 $ 65,407 Net income (loss) $ 17,145 $ 1,041 $ 3,838 $ (8,480 ) $ 13,544 Identifiable assets $ 228,672 $ 27,746 $ 85,779 $ 4,268 $ 346,465 Depreciation and amortization $ 4,766 $ 6 $ 2,184 $ 134 $ 7,090 Capital expenditures $ 12,895 $ — $ 4,499 $ 117 $ 17,511 Dividend income $ 1,417 $ — $ — $ — $ 1,417 Interest income $ 32 $ — $ 254 $ 29 $ 315 Interest expense, net $ 1,655 $ — $ 174 $ — $ 1,829 Income tax expense $ 792 $ 48 $ 177 $ 6,729 $ 7,746 |
Note 12 - Quarterly Consolida30
Note 12 - Quarterly Consolidated Financial Information (Unaudited) (Tables) | 12 Months Ended |
May 28, 2017 | |
Notes Tables | |
Quarterly Financial Information [Table Text Block] | F iscal Year 2017 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Annual Revenues $ 132,394 $ 135,865 $ 136,568 $ 127,430 $ 532,257 Gross profit $ 21,144 $ 18,953 $ 23,432 $ 19,657 $ 83,186 Net income (loss) $ 3,312 $ 1,326 $ 3,500 $ 2,452 $ 10,590 Net income (loss) per basic share $ 0.12 $ 0.05 $ 0.13 $ 0.09 $ 0.39 Net income (loss) per diluted share $ 0.12 $ 0.05 $ 0.13 $ 0.09 $ 0.38 Fiscal Year 2016 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Annual Revenues $ 135,355 $ 140,441 $ 129,990 $ 135,313 $ 541,099 Gross profit $ 17,977 $ 17,265 $ 12,931 $ 22,784 $ 70,957 Net income (loss) $ 2,952 $ 1,868 $ (21,190 ) $ 4,729 $ (11,641 ) Net income (loss) per basic share $ 0.11 $ 0.07 $ (0.78 ) $ 0.17 $ (0.43 ) Net income (loss) per diluted share $ 0.11 $ 0.07 $ (0.78 ) $ 0.17 $ (0.43 ) Fiscal Year 2015 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Annual Revenues $ 133,614 $ 132,665 $ 138,530 $ 134,448 $ 539,257 Gross profit $ 14,188 $ 15,666 $ 16,885 $ 18,668 $ 65,407 Net income $ 2,353 $ 3,223 $ 3,772 $ 4,196 $ 13,544 Net income per basic share $ 0.09 $ 0.12 $ 0.14 $ 0.16 $ 0.50 Net income per diluted share $ 0.09 $ 0.12 $ 0.14 $ 0.15 $ 0.50 |
Note 1 - Organization, Basis 31
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) | Feb. 27, 2017USD ($) | Aug. 28, 2016USD ($) | Feb. 28, 2016USD ($) | May 28, 2017USD ($)$ / sharesshares | May 29, 2016USD ($)$ / sharesshares | May 31, 2015USD ($)$ / sharesshares | Feb. 26, 2017USD ($) | May 29, 2015USD ($) | Jul. 15, 2014 | |||
Number of Proprietary Platforms | 2 | |||||||||||
Advertising Expense | $ 1,900,000 | $ 2,100,000 | $ 1,300,000 | |||||||||
Financing Receivable, Net | 1,000,000 | 2,300,000 | ||||||||||
Capitalized Computer Software, Additions | 2.20 | 174,000 | 509,000 | |||||||||
Goodwill | 54,779,000 | 49,620,000 | [1] | |||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 0 | 0 | 34,000,000 | [2] | [2] | |||||||
Deferred Tax Assets, Valuation Allowance | $ 1,325,000 | $ 1,240,000 | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 1,428,272 | 371,115 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 13.58 | $ 14.02 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 2.37 | $ 2.85 | $ 3.42 | |||||||||
Goodwill, Impairment Loss | $ 0 | $ 0 | $ 0 | |||||||||
Retained Earnings [Member] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | [3] | 423,000 | ||||||||||
Additional Paid-in Capital [Member] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | [3] | 200,000 | ||||||||||
Reclassification of Debt Issuance Costs from Assets to Reduction in Liabilities [Member] | May 29, 2016 [Member] | ||||||||||||
Prior Period Reclassification Adjustment | $ 817,000 | |||||||||||
Reclassification of Debt Issuance Costs from Other Current Assets to Reduction in Current Portion of Long-term Debt [Member] | May 29, 2016 [Member] | ||||||||||||
Prior Period Reclassification Adjustment | 175,000 | |||||||||||
Reclassification of Debt Issuance Costs from Other Noncurrent Assets to Reduction in Long-term Debt [Member] | May 29, 2016 [Member] | ||||||||||||
Prior Period Reclassification Adjustment | $ 642,000 | |||||||||||
Adjustment for Unrecognized Excess Tax Benefits [Member] | Retained Earnings [Member] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 549,000 | |||||||||||
Adjustment for Forfeitures Treatment [Member] | Retained Earnings [Member] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 126,000 | |||||||||||
Adjustment for Forfeitures Treatment [Member] | Additional Paid-in Capital [Member] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 200,000 | |||||||||||
Reclassifiction of Stock-based Compensation Excess Tax Benefits from Financing Activities to Operating Activities [Member] | ||||||||||||
Prior Period Reclassification Adjustment | 150,000 | $ 463,000 | ||||||||||
Outstanding Options and RSUs [Member] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 1.6 | |||||||||||
GreenLine Trademark [Member] | ||||||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 34,000,000 | $ 34,000,000 | ||||||||||
Customer Relationships [Member] | ||||||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | ||||||||||||
Minimum [Member] | Customer Relationships [Member] | ||||||||||||
Finite-Lived Intangible Asset, Useful Life | 11 years | |||||||||||
Maximum [Member] | Customer Relationships [Member] | ||||||||||||
Finite-Lived Intangible Asset, Useful Life | 13 years | |||||||||||
Buildings and Leasehold Improvements [Member] | Minimum [Member] | ||||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||||
Buildings and Leasehold Improvements [Member] | Maximum [Member] | ||||||||||||
Property, Plant and Equipment, Useful Life | 40 years | |||||||||||
Furniture and Fixtures, Computers, Capitalized Software, Capitalized Leases, Machinery, Equipment and Autos [Member] | Minimum [Member] | ||||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||||
Furniture and Fixtures, Computers, Capitalized Software, Capitalized Leases, Machinery, Equipment and Autos [Member] | Maximum [Member] | ||||||||||||
Property, Plant and Equipment, Useful Life | 20 years | |||||||||||
Software Development [Member] | Minimum [Member] | ||||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||||
Software Development [Member] | Maximum [Member] | ||||||||||||
Property, Plant and Equipment, Useful Life | 7 years | |||||||||||
Other Assets [Member] | ||||||||||||
Debt Issuance Costs, Line of Credit Arrangements, Net | $ 431,000 | |||||||||||
Deferred Taxes [Member] | Adjustment for Forfeitures Treatment [Member] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 74,000 | |||||||||||
HA Based Biomaterials [Member] | ||||||||||||
Number of Product Segments | 3 | |||||||||||
Goodwill | 13,900,000 | $ 13,900,000 | ||||||||||
Other Segments [Member] | ||||||||||||
Goodwill | $ 5,200,000 | $ 4,600,000 | $ 4,600,000 | |||||||||
Biomaterials [Member] | ||||||||||||
Goodwill | 13,900,000 | |||||||||||
Food Export [Member] | ||||||||||||
Goodwill | 269,000 | |||||||||||
Packaged Fresh Vegetables [Member] | ||||||||||||
Goodwill | $ 35,500,000 | |||||||||||
Apio Cooling, LP [Member] | ||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 60.00% | |||||||||||
Apio Cooling, LP [Member] | Apio [Member] | ||||||||||||
Investment Ownership Percentage | 60.00% | |||||||||||
Windset [Member] | ||||||||||||
Investment Ownership Percentage | 26.90% | 26.90% | ||||||||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | ||||||||||||
Number of Major Customers | 5 | |||||||||||
Concentration Risk, Percentage | 44.00% | 45.00% | ||||||||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | HA Based Biomaterials [Member] | Ophthalmic [Member] | ||||||||||||
Concentration Risk, Percentage | 65.00% | |||||||||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | HA Based Biomaterials [Member] | Orthopedic [Member] | ||||||||||||
Concentration Risk, Percentage | 15.00% | |||||||||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | HA Based Biomaterials [Member] | Other/Non-HA [Member] | ||||||||||||
Concentration Risk, Percentage | 20.00% | |||||||||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Costco and Wal-mart [Member] | ||||||||||||
Number of Major Customers | 2 | 2 | ||||||||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Costco [Member] | ||||||||||||
Concentration Risk, Percentage | 18.00% | 20.00% | ||||||||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Wal-mart [Member] | ||||||||||||
Concentration Risk, Percentage | 14.00% | 12.00% | ||||||||||
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | International Customers [Member] | ||||||||||||
Concentration Risk, Percentage | 30.00% | 31.00% | ||||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||||||||||
Number of Major Customers | 2 | 2 | ||||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Costco [Member] | ||||||||||||
Concentration Risk, Percentage | 12.00% | 13.00% | ||||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wal-mart [Member] | ||||||||||||
Concentration Risk, Percentage | 17.00% | 15.00% | ||||||||||
Windset [Member] | ||||||||||||
Investment Ownership Percentage | 26.90% | |||||||||||
Accounts Receivable, Related Parties, Current | $ 388,000 | $ 523,000 | ||||||||||
Windset [Member] | Accounts Payable, Related Parties [Member] | ||||||||||||
Accounts Payable, Related Parties | 22,000 | 0 | ||||||||||
Windset [Member] | Cost of Sales [Member] | ||||||||||||
Revenue from Related Parties | 514,000 | 666,000 | 537,000 | |||||||||
Related Party Costs | $ 22,000 | $ 32,000 | $ 1,600,000 | |||||||||
[1] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. | |||||||||||
[2] | See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of accounting principles adopted during the period. | |||||||||||
[3] | See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of accounting guidance adopted during the period. |
Note 1 - Organization, Basis 32
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Components of Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
May 28, 2017 | May 29, 2016 | May 31, 2015 | |||
Balance | [1] | $ 212,350 | |||
Other comprehensive income, net | 432 | ||||
Balance | 228,152 | 212,350 | [1] | ||
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | |||||
Balance | |||||
Other comprehensive income before reclassifications, net of tax effect | 432 | ||||
Amounts reclassified from OCI | |||||
Other comprehensive income, net | 432 | ||||
Balance | $ 432 | ||||
[1] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. |
Note 1 - Organization, Basis 33
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Allowance for Sales Returns and Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 28, 2017 | May 29, 2016 | May 31, 2015 | |
Balance at beginning of period | $ 335 | $ 382 | $ 516 |
Additions from acquisitions and adjustments charged to revenue and expenses | 519 | 63 | |
Write offs, net of recoveries | (453) | (110) | (134) |
Balance at end of period | $ 401 | $ 335 | $ 382 |
Note 1 - Organization, Basis 34
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Revenue Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
May 28, 2017 | Feb. 26, 2017 | Nov. 27, 2016 | Aug. 28, 2016 | May 29, 2016 | Feb. 28, 2016 | Nov. 29, 2015 | Aug. 30, 2015 | May 31, 2015 | Mar. 01, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May 28, 2017 | May 29, 2016 | May 31, 2015 | |
Revenues | $ 127,430 | $ 136,568 | $ 135,865 | $ 132,394 | $ 135,313 | $ 129,990 | $ 140,441 | $ 135,355 | $ 134,448 | $ 138,530 | $ 132,665 | $ 133,614 | $ 532,257 | $ 541,099 | $ 539,257 |
Revenue Recorded Upon Shipment [Member] | |||||||||||||||
Revenues | 456,512 | 458,985 | 465,848 | ||||||||||||
Revenue Recorded Upon Acceptance in Foreign Port [Member] | |||||||||||||||
Revenues | 62,481 | 64,181 | 67,714 | ||||||||||||
Revenue from Multiple Element Arrangements [Member] | |||||||||||||||
Revenues | 8,431 | 13,400 | 4,253 | ||||||||||||
Revenue from License Fees, R&D Contracts and Royalties/Profit Sharing [Member] | |||||||||||||||
Revenues | $ 4,833 | $ 4,533 | $ 1,806 |
Note 1 - Organization, Basis 35
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Components of Inventories (Details) - USD ($) $ in Thousands | 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 | [1] |
[1] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. |
Note 1 - Organization, Basis 36
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
May 28, 2017 | Feb. 26, 2017 | Nov. 27, 2016 | Aug. 28, 2016 | May 29, 2016 | Feb. 28, 2016 | Nov. 29, 2015 | Aug. 30, 2015 | May 31, 2015 | Mar. 01, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May 28, 2017 | May 29, 2016 | May 31, 2015 | |
Numerator: | |||||||||||||||
Net income (loss) | $ 2,452 | $ 3,500 | $ 1,326 | $ 3,312 | $ 4,729 | $ (21,190) | $ 1,868 | $ 2,952 | $ 4,196 | $ 3,772 | $ 3,223 | $ 2,353 | $ 10,590 | $ (11,641) | $ 13,544 |
Denominator: | |||||||||||||||
Weighted average shares for basic net income (loss) per share (in shares) | 27,276 | 27,044 | 26,884 | ||||||||||||
Effect of dilutive securities: | |||||||||||||||
Stock options and restricted stock units (in shares) | 376 | 452 | |||||||||||||
Weighted average shares for diluted net income (loss) per share (in shares) | 27,652 | 27,044 | 27,336 | ||||||||||||
Net income (loss) per diluted share (in dollars per share) | $ 0.09 | $ 0.13 | $ 0.05 | $ 0.12 | $ 0.17 | $ (0.78) | $ 0.07 | $ 0.11 | $ 0.15 | $ 0.14 | $ 0.12 | $ 0.09 | $ 0.38 | $ (0.43) | $ 0.50 |
Note 1 - Organization, Basis 37
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Summary of Stock-based Compensation by Income Statement Line Item (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 28, 2017 | May 29, 2016 | May 31, 2015 | |
Stock-based compensation expense | $ 3,964 | $ 3,465 | $ 1,577 |
Cost of Sales [Member] | |||
Stock-based compensation expense | 485 | 405 | 142 |
Research and Development Expense [Member] | |||
Stock-based compensation expense | 83 | 90 | 16 |
Selling, General and Administrative Expenses [Member] | |||
Stock-based compensation expense | 3,396 | 2,970 | 1,419 |
Employee Stock Option [Member] | |||
Stock-based compensation expense | 1,230 | 1,352 | 561 |
Restricted Stock Units (RSUs) [Member] | |||
Stock-based compensation expense | $ 2,734 | $ 2,113 | $ 1,016 |
Note 1 - Organization, Basis 38
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value of Stock Option, Weighted Average Assumptions (Details) | 12 Months Ended | ||
May 28, 2017 | May 29, 2016 | May 31, 2015 | |
Expected life (in years) (Year) | 3 years 182 days | 3 years 138 days | 3 years 91 days |
Risk-free interest rate | 1.08% | 1.09% | 1.00% |
Volatility | 26.00% | 31.00% | 32.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Note 1 - Organization, Basis 39
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Significant Unobservable Inputs Used in Discounted Cash Flow Models (Details) | 12 Months Ended | |
May 28, 2017 | May 29, 2016 | |
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% | 12.50% |
Note 1 - Organization, Basis 40
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Assumptions Used in Discounted Cash Flow Models (Details) $ in Millions | May 28, 2017USD ($) |
10% increase in revenue growth rates | $ 6.9 |
10% increase in expense growth rates | (1.9) |
10% increase in income tax rates | (0.6) |
10% increase in discount rates | $ (4.5) |
Note 1 - Organization, Basis 41
Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | May 28, 2017 | May 29, 2016 | ||
Investment in non-public company | $ 63,600 | $ 62,700 | [1] | |
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) | [2] | |||
Fair Value, Inputs, Level 2 [Member] | ||||
Investment in non-public company | ||||
Total | 688 | |||
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ||||
Interest rate swap (1) | [2] | 688 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Investment in non-public company | 63,600 | 62,700 | ||
Total | 63,600 | 62,700 | ||
Fair Value, Inputs, Level 3 [Member] | Interest Rate Swap [Member] | ||||
Interest rate swap (1) | [2] | |||
[1] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. | |||
[2] | Recorded in Other assets. |
Note 2 - Acquisition of O Oli42
Note 2 - Acquisition of O Olive (Details Textual) - USD ($) | Mar. 01, 2017 | May 28, 2017 | May 28, 2017 | May 29, 2016 | May 31, 2015 | May 31, 2020 | |
Payments to Acquire Businesses, Gross | $ 2,500,000 | ||||||
Finite-lived Intangible Assets Acquired | 2,300,000 | ||||||
Goodwill | $ 54,779,000 | 54,779,000 | $ 49,620,000 | [1] | |||
O Olive [Member] | |||||||
Payments to Acquire Businesses, Gross | $ 2,500,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 7,500,000 | ||||||
Contingent Consideration Payment Period | 3 years | ||||||
Cumulative EBITDA Amount | $ 6,000,000 | ||||||
Business Combination, Contingent Consideration, Liability | 5,900,000 | 5,900,000 | |||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 773,000 | ||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 231,000 | ||||||
Finite-Lived Intangible Asset, Useful Life | 11 years | ||||||
Goodwill | $ 5,200,000 | ||||||
Business Acquisition, Transaction Costs | 159,000 | 159,000 | |||||
O Olive [Member] | Customer Lists [Member] | |||||||
Finite-lived Intangible Assets Acquired | 700,000 | ||||||
O Olive [Member] | Trademarks and Trade Names [Member] | |||||||
Indefinite-lived Intangible Assets Acquired | $ 1,600,000 | ||||||
O Olive [Member] | Initial Potential Payment Limit [Member] | |||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 4,600,000 | 4,600,000 | |||||
O Olive [Member] | Additional Potential Payment Limit [Member] | |||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 2,900,000 | $ 2,900,000 | |||||
[1] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. |
Note 3 - Investment in Non-pu43
Note 3 - Investment in Non-public Company (Details Textual) - USD ($) | Jul. 15, 2014 | Jul. 15, 2014 | Oct. 29, 2014 | Feb. 15, 2011 | May 28, 2017 | May 29, 2016 | May 31, 2015 | May 25, 2014 |
Payments to Acquire Investments | $ 18,000,000 | |||||||
Investment Income, Dividend | $ 1,650,000 | 1,650,000 | 1,417,000 | |||||
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 | $ 1,700,000 | 1,700,000 | 1,400,000 | |||||
Windset [Member] | Other Income [Member] | ||||||||
Change In Market Value Of Investment In Company | $ 900,000 | $ 1,200,000 | $ 3,900,000 | |||||
Windset [Member] | Apio [Member] | ||||||||
Payments to Acquire Investments | $ 11,000,000 | |||||||
Preferred Stock, Liquidation Preference, Value | 20,100,000 | |||||||
Windset [Member] | Apio [Member] | Senior A Preferred Stock [Member] | ||||||||
Investment In Non Public Company Shares | 150,000 | |||||||
Payments to Acquire Investments | $ 15,000,000 | |||||||
Preferred Stock, Liquidation Preference, Value | 15,000,000 | |||||||
Windset [Member] | Apio [Member] | Common Stock [Member] | ||||||||
Investment In Non Public Company Shares | 68 | 68 | 201 | |||||
Payments to Acquire Investments | $ 201 | |||||||
Windset [Member] | Apio [Member] | Junior Preferred Shares [Member] | ||||||||
Investment In Non Public Company Shares | 51,211 | 51,211 | ||||||
Preferred Stock, Liquidation Preference, Value | $ 5,100,000 | |||||||
Windset [Member] | Apio [Member] | Senior B Preferred Stock [Member] | ||||||||
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 - Property and Equipme44
Note 4 - Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | ||
May 28, 2017 | May 29, 2016 | May 31, 2015 | |
Depreciation, Depletion and Amortization, Nonproduction | $ 9,600,000 | $ 8,200,000 | $ 6,200,000 |
Amortization of Leased Asset | 135,000 | 49,000 | 0 |
Capitalized Computer Software, Amortization | 414,000 | 269,000 | 158,000 |
Capitalized Computer Software, Net | 2,200,000 | 865,000 | |
Interest Costs Capitalized | $ 514,000 | $ 487,000 | $ 45,000 |
Note 4 - Property and Equipme45
Note 4 - Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 28, 2017 | May 29, 2016 | ||
Property and Equipment | $ 193,631 | $ 174,854 | |
Less Accumulated Depreciation and Amortization | (60,411) | (53,974) | |
Net Property and Equipment | 133,220 | 120,880 | [1] |
Land and Building [Member] | |||
Property and Equipment | 86,983 | 67,192 | |
Leasehold Improvements [Member] | |||
Property and Equipment | 1,190 | 1,620 | |
Computer Capitalized Software Machinery Equipment and Auto [Member] | |||
Property and Equipment | 97,375 | 87,464 | |
Furniture and Fixtures [Member] | |||
Property and Equipment | 1,272 | 901 | |
Construction in Progress [Member] | |||
Property and Equipment | $ 6,811 | $ 17,677 | |
Minimum [Member] | Land and Building [Member] | |||
Property, Plant and Equipment, Useful Life | 15 years | ||
Minimum [Member] | Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Minimum [Member] | Computer Capitalized Software Machinery Equipment and Auto [Member] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Minimum [Member] | Furniture and Fixtures [Member] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Maximum [Member] | Land and Building [Member] | |||
Property, Plant and Equipment, Useful Life | 40 years | ||
Maximum [Member] | Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Useful Life | 20 years | ||
Maximum [Member] | Computer Capitalized Software Machinery Equipment and Auto [Member] | |||
Property, Plant and Equipment, Useful Life | 20 years | ||
Maximum [Member] | Furniture and Fixtures [Member] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
[1] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. |
Note 5 - Intangible Assets (Det
Note 5 - Intangible Assets (Details Textual) - USD ($) | Mar. 01, 2017 | May 28, 2017 | May 29, 2016 | May 29, 2015 | |
Goodwill | $ 54,779,000 | $ 49,620,000 | [1] | ||
Goodwill, Impaired, Accumulated Impairment Loss | 38,800,000 | 38,800,000 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 949,000 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 949,000 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 949,000 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 949,000 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 949,000 | ||||
Lifecore [Member] | |||||
Finite-Lived Customer Relationships, Gross | 3,700,000 | ||||
Apio [Member] | |||||
Finite-Lived Customer Relationships, Gross | 7,500,000 | ||||
O Olive [Member] | |||||
Goodwill | $ 5,200,000 | ||||
Finite-Lived Customer Relationships, Gross | 700,000 | ||||
Finite-Lived Intangible Asset, Useful Life | 11 years | ||||
Trade Names [Member] | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | 872,000 | 872,000 | |||
Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 5,100,000 | 4,200,000 | |||
Customer Relationships [Member] | Lifecore [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 12 years | ||||
Customer Relationships [Member] | Apio [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 13 years | ||||
Customer Relationships [Member] | O Olive [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 11 years | ||||
Food Products Technology [Member] | |||||
Goodwill | $ 35,500,000 | 35,700,000 | $ 35,700,000 | ||
Biomaterials [Member] | |||||
Goodwill | 13,900,000 | ||||
Food Export [Member] | |||||
Goodwill | 269,000 | ||||
Other Segments [Member] | |||||
Goodwill | $ 5,200,000 | 4,600,000 | 4,600,000 | ||
HA Based Biomaterials [Member] | |||||
Goodwill | $ 13,900,000 | $ 13,900,000 | |||
[1] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. |
Note 5 - Intangible Assets - Ot
Note 5 - Intangible Assets - Other Intangible Assets (Details) - USD ($) | Feb. 27, 2017 | May 28, 2017 | May 29, 2016 | May 31, 2015 | ||
Balance | $ 21,396,000 | $ 56,263,000 | $ 57,148,000 | |||
Amortization expense | (885,000) | (867,000) | (885,000) | |||
Balance | 22,811,000 | 21,396,000 | 56,263,000 | |||
Impairment during the period | $ 0 | 0 | (34,000,000) | [1] | [1] | |
Finite-lived Intangible Assets Acquired | 2,300,000 | |||||
Trademarks and Trade Names [Member] | ||||||
Balance | 14,428,000 | 48,428,000 | 48,428,000 | |||
Amortization expense | ||||||
Balance | 16,028,000 | 14,428,000 | 48,428,000 | |||
Impairment during the period | (34,000,000) | |||||
Finite-lived Intangible Assets Acquired | 1,600,000 | |||||
Customer Relationships [Member] | ||||||
Balance | 6,968,000 | 7,835,000 | 8,720,000 | |||
Amortization expense | (885,000) | (867,000) | (885,000) | |||
Balance | 6,783,000 | 6,968,000 | $ 7,835,000 | |||
Impairment during the period | ||||||
Finite-lived Intangible Assets Acquired | $ 700,000 | |||||
[1] | See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of accounting principles adopted during the period. |
Note 6 - Stockholders' Equity48
Note 6 - Stockholders' Equity (Details Textual) - USD ($) | 12 Months Ended | ||||||
May 28, 2017 | May 29, 2016 | May 31, 2015 | May 29, 2017 | May 25, 2014 | Jul. 14, 2010 | ||
Common Stock, Voting Rights | 1 | ||||||
Preferred Stock, Shares Authorized | 2,000,000 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,200,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 155,239 | 465,968 | 881,143 | 2,000,000 | |||
Shares Paid for Tax Withholding for Share Based Compensation | 137,089 | 95,550 | 112,443 | ||||
Payments Related to Tax Withholding for Share-based Compensation | $ 434,000 | $ 0 | $ 343,000 | [1] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options Vested, Outstanding Number | 1,021,097 | 963,833 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 550,445 | 767,641 | |||||
Issuance of common stock, per share (in dollars per share) | $ 13.65 | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 314,091 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 2,800,000 | ||||||
Stock Repurchase Program, Authorized Amount | $ 10,000,000 | ||||||
Preferred Stock, Shares Outstanding | 0 | ||||||
Treasury Stock, Shares, Acquired | 0 | 0 | 0 | ||||
Director [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 30,000 | ||||||
Employee Stock Option [Member] | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 4,600,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 182 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 | ||||||
Stock Incentive Plan 2013 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,000,000 | ||||||
Share--based Compensation Arrangement by Share-based Payment Award Options and Non Option Equity Instruments Outstanding Number | 1,736,729 | ||||||
Stock Incentive Plan 2013 [Member] | Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 500,000 | ||||||
Stock Incentive Plan 2013 [Member] | Stock Grants and Stock Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 250,000 | ||||||
Stock Incentive Plan 2013 [Member] | Stock Appreciation Rights (SARs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 500,000 | ||||||
Stock Incentive Plan 2009 [Member] | |||||||
Share--based Compensation Arrangement by Share-based Payment Award Options and Non Option Equity Instruments Outstanding Number | 344,168 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,900,000 | ||||||
[1] | See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of accounting principles adopted during the period. |
Note 6 - Stockholders' Equity -
Note 6 - Stockholders' Equity - Stock-based Compensation Activity (Details) - $ / shares | 12 Months Ended | ||
May 28, 2017 | May 29, 2016 | May 31, 2015 | |
Balance (in shares) | 465,968 | 881,143 | 2,000,000 |
Balance (in dollars per share) | $ 14.02 | ||
Granted (in shares) | (370,522) | (443,175) | (1,118,857) |
Forfeited (in shares) | (28,000) | ||
Balance (in shares) | 155,239 | 465,968 | 881,143 |
Balance (in dollars per share) | $ 13.58 | $ 14.02 | |
Forfeited (in shares) | 28,000 | ||
Forfeited (in shares) | 59,793 | ||
Restricted Stock [Member] | |||
Balance (in shares) | 526,841 | 392,771 | 149,300 |
Balance (in dollars per share) | $ 13.51 | $ 14.15 | $ 13.17 |
Granted (in shares) | 130,522 | 177,675 | 324,357 |
Granted (in dollars per share) | $ 13.37 | $ 12.10 | $ 13.97 |
Awarded/Exercised (in shares) | (130,508) | (32,439) | (79,219) |
Awarded/Exercised (in dollars per share) | $ 13.42 | $ 13.28 | $ 11.57 |
Forfeited (in shares) | (17,500) | (11,166) | (1,667) |
Forfeited (in dollars per share) | $ 12.46 | $ 14.36 | $ 14.30 |
Balance (in shares) | 509,355 | 526,841 | 392,771 |
Balance (in dollars per share) | $ 13.53 | $ 13.51 | $ 14.15 |
Granted (in dollars per share) | $ 13.37 | $ 12.10 | $ 13.97 |
Forfeited (in shares) | 17,500 | 11,166 | 1,667 |
Employee Stock Option [Member] | |||
Balance (in shares) | 1,731,474 | 1,736,718 | 1,215,860 |
Balance (in dollars per share) | $ 11.90 | $ 11.19 | $ 8.45 |
Granted (in shares) | 240,000 | 265,500 | 794,500 |
Granted (in dollars per share) | $ 11.58 | $ 12.04 | $ 14.20 |
Awarded/Exercised (in shares) | (357,639) | (220,717) | (205,419) |
Awarded/Exercised (in dollars per share) | $ 5.93 | $ 6.44 | $ 6.55 |
Forfeited (in shares) | (42,293) | (24,473) | (2,223) |
Forfeited (in dollars per share) | $ 12.16 | $ 14.38 | $ 14.30 |
Plan shares expired (in shares) | (25,554) | (66,000) | |
Plan shares expired (in dollars per share) | $ 9.86 | $ 11.32 | |
Balance (in shares) | 1,571,542 | 1,731,474 | 1,736,718 |
Balance (in dollars per share) | $ 13.20 | $ 11.90 | $ 11.19 |
Note 6 - Stockholders' Equity50
Note 6 - Stockholders' Equity - Stock Options Outstanding and Exercisable (Details) - USD ($) | 12 Months Ended | |
May 28, 2017 | May 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 13.58 | $ 14.02 |
Range 3 [Member] | ||
Lower Range of Exercise Prices (in dollars per share) | 5.77 | |
Upper Range of Exercise Prices (in dollars per share) | $ 14.39 | |
Options Outstanding Number of Shares Outstanding (in shares) | 1,571,542 | |
Options Outstanding Weighted Average Remaining Contractual Life (Year) | 4 years 248 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 13.20 | |
Options Outstanding Aggregate Intrinsic Value | $ 1,362,499 | |
Options Exercisable Number of Shares Exercisable (in shares) | 1,021,097 | |
Options Exercisable Weighted Average Exercise Price (in dollars per share) | $ 13.40 | |
Options Exercisable Aggregate Intrinsic Value | $ 752,758 |
Note 6 - Stockholders' Equity51
Note 6 - Stockholders' Equity - Vested and Expected to Vest Option Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
May 28, 2017 | May 29, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options Vested, Outstanding Number | 1,021,097 | 963,833 |
Vested (in dollars per share) | $ 13.40 | |
Vested (Year) | 4 years 65 days | |
Vested | $ 752,758 | |
Expected to vest (in shares) | 550,445 | |
Expected to vest (in dollars per share) | $ 12.83 | |
Expected to vest (Year) | 5 years 222 days | |
Expected to vest | $ 609,741 | |
Total (in shares) | 1,571,542 | |
Total (in dollars per share) | $ 13.20 | |
Total (Year) | 4 years 248 days | |
Total | $ 1,362,499 |
Note 7 - Debt (Details Textual)
Note 7 - Debt (Details Textual) - USD ($) | Sep. 23, 2016 | May 28, 2017 | May 29, 2016 | May 31, 2015 | Nov. 01, 2016 | ||
Long-term Debt | $ 47,239,000 | $ 53,845,000 | |||||
Debt Issuance Costs, Net | 261,000 | 817,000 | |||||
Line of Credit, Current | 3,000,000 | 3,500,000 | [1] | ||||
Gain (Loss) on Extinguishment of Debt | $ (1,200,000) | (1,233,000) | [2] | [2] | |||
Payment for Debt Extinguishment or Debt Prepayment Cost | 233,000 | 233,000 | [2] | [2] | |||
Write off of Deferred Debt Issuance Cost | 1,000,000 | ||||||
Apio [Member] | Amortization of Loan Origination Fees [Member] | |||||||
Interest Expense, Other | $ 142,000 | 293,000 | 206,000 | ||||
Apio [Member] | GE Capital and BofA [Member] | |||||||
Capitalized Loan Origination Fees | $ 200,000 | $ 397,000 | |||||
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 | 2.72% | ||||||
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 | $ 1,500,000 | $ 3,000,000 | |||||
Line of Credit Facility, Interest Rate at Period End | 2.57% | ||||||
[1] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. | ||||||
[2] | See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of accounting principles adopted during the period. |
Note 7 - Debt - Long-term Debt
Note 7 - Debt - Long-term Debt (Details) - USD ($) $ in Thousands | May 28, 2017 | May 29, 2016 | |
Long-term debt | $ 47,500 | $ 54,662 | |
Less: unamortized debt issuance costs | (261) | (817) | |
Total long-term debt, net of unamortized debt issuance costs | 47,239 | 53,845 | |
Less: current portion of long-term debt, net | (4,940) | (7,873) | [1] |
Long-term debt, net | 42,299 | 45,972 | [1] |
Term Loan [Member] | |||
Long-term debt | 47,500 | ||
Real Estate Loan [Member] | |||
Long-term debt | 14,167 | ||
Capital Equipment Loan 1 [Member] | |||
Long-term debt | 5,904 | ||
Capital Equipment Loan 2 [Member] | |||
Long-term debt | 5,558 | ||
Capital Equipment Loan 3 [Member] | |||
Long-term debt | 3,375 | ||
Capital Equipment Loan 4 [Member] | |||
Long-term debt | 3,158 | ||
Real Estate Loan 2 [Member] | |||
Long-term debt | 7,622 | ||
Capital Equipment Loan 5 [Member] | |||
Long-term debt | 8,873 | ||
Capital Equipment Loan 6 [Member] | |||
Long-term debt | 3,940 | ||
Industrial Revenue Bonds [Member] | |||
Long-term debt | $ 2,065 | ||
[1] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. |
Note 7 - Debt - Long-term Deb54
Note 7 - Debt - Long-term Debt (Details) (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
May 28, 2017 | May 29, 2016 | |
Term Loan [Member] | ||
Debt Instrument, Periodic Payment | $ 1,250 | $ 1,250 |
Term Loan [Member] | Minimum [Member] | ||
Interest rate | 1.25% | 1.25% |
Term Loan [Member] | Maximum [Member] | ||
Interest rate | 2.25% | 2.25% |
Real Estate Loan [Member] | ||
Debt Instrument, Periodic Payment | $ 133 | $ 133 |
Interest rate | 4.02% | 4.02% |
Capital Equipment Loan 1 [Member] | ||
Debt Instrument, Periodic Payment | $ 175 | $ 175 |
Interest rate | 4.39% | 4.39% |
Capital Equipment Loan 2 [Member] | ||
Debt Instrument, Periodic Payment | $ 95 | $ 95 |
Interest rate | 3.68% | 3.68% |
Capital Equipment Loan 3 [Member] | ||
Debt Instrument, Periodic Payment | $ 56 | $ 56 |
Interest rate | 3.74% | 3.74% |
Capital Equipment Loan 4 [Member] | ||
Debt Instrument, Periodic Payment | $ 68 | $ 68 |
Interest rate | 2.79% | 2.79% |
Real Estate Loan 2 [Member] | ||
Debt Instrument, Periodic Payment | $ 32 | $ 32 |
Real Estate Loan 2 [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | 2.25% |
Capital Equipment Loan 5 [Member] | ||
Debt Instrument, Periodic Payment | $ 108 | $ 108 |
Capital Equipment Loan 5 [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | 2.25% |
Capital Equipment Loan 6 [Member] | ||
Debt Instrument, Periodic Payment | $ 75 | $ 75 |
Capital Equipment Loan 6 [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Interest rate | 2.92% | 2.92% |
Note 7 - Debt - Future Minimum
Note 7 - Debt - Future Minimum Principal Payments of Debt (Details) - USD ($) $ in Thousands | May 28, 2017 | May 29, 2016 |
Fiscal year 2018 | $ 5,000 | |
Fiscal year 2019 | 5,000 | |
Fiscal year 2020 | 5,000 | |
Fiscal year 2021 | 5,000 | |
Fiscal year 2022 | 27,500 | |
Thereafter | ||
Total | $ 47,500 | $ 54,662 |
Note 8 - Income Taxes (Details
Note 8 - Income Taxes (Details Textual) - USD ($) | Feb. 27, 2017 | Feb. 28, 2016 | May 28, 2017 | May 29, 2016 | May 31, 2015 | May 25, 2014 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 0 | $ 0 | $ 34,000,000 | [1] | [1] | ||||
Effective Income Tax Rate Reconciliation, Percent | 29.00% | 39.00% | |||||||
Excess Tax Deficiencies from Share-based Compensation | $ 192,000 | ||||||||
Deferred Tax Assets, Gross | 9,751,000 | $ 7,696,000 | |||||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | 29,327,000 | 21,934,000 | [1] | 26,618,000 | [1] | ||||
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | (8,801,000) | 15,423,000 | [1] | 7,706,000 | [1] | ||||
Deferred Tax Assets, Valuation Allowance | 1,325,000 | 1,240,000 | |||||||
Unrecognized Tax Benefits | 537,000 | 842,000 | 987,000 | $ 1,035,000 | |||||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 419,000 | ||||||||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | 215,000 | ||||||||
Domestic Tax Authority [Member] | |||||||||
Operating Loss Carryforwards | 6,800,000 | ||||||||
Domestic Tax Authority [Member] | Indiana [Member] | |||||||||
Operating Loss Carryforwards | 5,700,000 | ||||||||
Domestic Tax Authority [Member] | Other States, Tax Board [Member] | |||||||||
Operating Loss Carryforwards | $ 3,000,000 | ||||||||
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |||||||||
Open Tax Year | 1,998 | ||||||||
State and Local Jurisdiction [Member] | California [Member] | |||||||||
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 1,200,000 | ||||||||
Retained Earnings [Member] | |||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | [2] | 423,000 | |||||||
Additional Paid-in Capital [Member] | |||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | [2] | 200,000 | |||||||
Accounting Standards Update 2016-09 [Member] | |||||||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | 150,000 | 463,000 | |||||||
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | (150,000) | $ (463,000) | |||||||
Accounting Standards Update 2016-09 [Member] | Retained Earnings [Member] | |||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 549,000 | ||||||||
Accounting Standards Update 2016-09 [Member] | Retained Earnings [Member] | Changes In Forfeiture Method [Member] | |||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | (126,000) | ||||||||
Accounting Standards Update 2016-09 [Member] | Additional Paid-in Capital [Member] | Changes In Forfeiture Method [Member] | |||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 200,000 | ||||||||
Changes In Forfeiture Method [Member] | |||||||||
Deferred Tax Assets, Gross | $ (74,000) | ||||||||
GreenLine Trademark [Member] | |||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 34,000,000 | $ 34,000,000 | |||||||
[1] | See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of accounting principles adopted during the period. | ||||||||
[2] | See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of accounting guidance adopted during the period. |
Note 8 - Income Taxes - Provisi
Note 8 - Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
May 28, 2017 | May 29, 2016 | May 31, 2015 | |||
Current: | |||||
Federal | $ 1,690 | $ 2,382 | $ 3,480 | ||
State | 57 | (82) | 43 | ||
Foreign | 82 | 83 | 71 | ||
Total | 1,829 | 2,383 | 3,594 | ||
Deferred: | |||||
Federal | 2,244 | (9,177) | 3,789 | ||
State | 262 | (610) | 363 | ||
Total | 2,506 | (9,787) | [1] | 4,152 | [1] |
Income tax expense (benefit) | $ 4,335 | $ (7,404) | $ 7,746 | ||
[1] | See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of accounting principles adopted during the period. |
Note 8 - Income Taxes - Income
Note 8 - Income Taxes - Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 28, 2017 | May 29, 2016 | May 31, 2015 | |
Provision at U.S. statutory rate of 35% | $ 5,224 | $ (6,666) | $ 7,451 |
State income taxes, net of federal benefit | 325 | (504) | 566 |
Change in valuation allowance | 85 | 6 | 353 |
Tax credits | (834) | (156) | (375) |
Stock-based compensation | (365) | 173 | 142 |
Domestic manufacturing deduction | (243) | (307) | (369) |
Other | 143 | 50 | (22) |
Income tax expense (benefit) | $ 4,335 | $ (7,404) | $ 7,746 |
Note 8 - Income Taxes - Deferre
Note 8 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | May 28, 2017 | May 29, 2016 |
Deferred tax assets: | ||
Accruals and reserves | $ 3,242 | $ 1,836 |
Net operating loss carryforwards | 2,766 | 3,030 |
Stock-based compensation | 2,032 | 1,436 |
Research and AMT credit carryforwards | 1,050 | 468 |
Other | 661 | 926 |
Gross deferred tax assets | 9,751 | 7,696 |
Valuation allowance | (1,325) | (1,240) |
Net deferred tax assets | 8,426 | 6,456 |
Deferred tax liabilities: | ||
Basis difference in investment in non-public company | (11,495) | (11,125) |
Goodwill and other indefinite life intangibles | (11,119) | (8,015) |
Depreciation and amortization | (10,393) | (9,758) |
Deferred tax liabilities | (33,007) | (28,898) |
Net deferred tax liabilities | $ (24,581) | $ (22,442) |
Note 8 - Income Taxes - Unrecog
Note 8 - Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | ||
May 28, 2017 | May 29, 2016 | May 31, 2015 | |
Unrecognized tax benefits – beginning of the period | $ 842,000 | $ 987,000 | $ 1,035,000 |
Gross increases – tax positions in prior period | 11,000 | 1,000 | 17,000 |
Gross decreases – tax positions in prior period | (90,000) | (223,000) | (141,000) |
Gross increases – current-period tax positions | 93,000 | 77,000 | 76,000 |
Lapse of statute of limitations | (319,000) | ||
Unrecognized tax benefits – end of the period | $ 537,000 | $ 842,000 | $ 987,000 |
Note 9 - Commitments and Cont61
Note 9 - Commitments and Contingencies (Details Textual) | Jul. 01, 2018USD ($) | Nov. 01, 2017USD ($) | Jul. 03, 2017USD ($) | May 05, 2017USD ($) | Dec. 27, 2016USD ($) | Sep. 03, 2015ft² | May 29, 2016USD ($) | May 28, 2017USD ($) | May 29, 2016USD ($) | May 31, 2015USD ($) |
Operating Leases, Rent Expense | $ 5,600,000 | $ 4,500,000 | $ 5,000,000 | |||||||
Area of Real Estate Property | ft² | 65,000 | |||||||||
Capital Lease, Initial Term | 7 years | |||||||||
Capital Lease, Period After Which Buyout Option is Available | 7 years | |||||||||
Capital Leases, Balance Sheet, Assets by Major Class, Net | 3,700,000 | |||||||||
Capital Lease, Monthly Lease Payment | $ 34,000 | |||||||||
Capital Lease, Percentage Per Year By Which the Monthly Payment Increases | 2.40% | |||||||||
Purchase Commitment, Remaining Minimum Amount Committed | 19,100,000 | |||||||||
Payment on Purchase Commitments | $ 30,500,000 | 32,200,000 | 30,500,000 | $ 16,800,000 | ||||||
Litigation Settlement, Expense | 2,600,000 | |||||||||
Legal Fees | 2,100,000 | $ 542,000 | ||||||||
Loss Contingency Accrual | 3,200,000 | |||||||||
Discrimination and Wrongful Termination and Wage and Hour Claims [Member] | ||||||||||
Loss Contingency, Receivable | 1,200,000 | |||||||||
Apio [Member] | ||||||||||
Capital Leases, Balance Sheet, Assets by Major Class, Net | $ 104,000 | |||||||||
Apio [Member] | Unfair Labor Claims [Member] | ||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 155,000 | |||||||||
Apio and Pacific Harvest [Member] | Unfair Labor Claims [Member] | ||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 310,000 | |||||||||
Apio and Pacific Harvest [Member] | Discrimination and Wrongful Termination and Wage and Hour Claims [Member] | ||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 6,000,000 | |||||||||
Payments for Legal Settlements | $ 2,400,000 | |||||||||
Legal Settlement, Amount to Be Reimbursed | $ 1,200,000 | |||||||||
Number of Installments | 3 | |||||||||
Apio and Pacific Harvest [Member] | Discrimination and Wrongful Termination and Wage and Hour Claims [Member] | Scenario, Forecast [Member] | ||||||||||
Payments for Legal Settlements | $ 1,800,000 | $ 1,800,000 |
Note 9 - Commitments and Cont62
Note 9 - Commitments and Contingencies - Future Minimum Lease Payments Under Operating Leases, Excluding Land Leases (Details) $ in Thousands | May 28, 2017USD ($) |
Fiscal year 2018 | $ 3,349 |
Fiscal year 2019 | 2,301 |
Fiscal year 2020 | 1,286 |
Fiscal year 2021 | 1,138 |
Fiscal year 2022 | 906 |
Thereafter | 6,771 |
Total | $ 15,751 |
Note 9 - Commitments and Cont63
Note 9 - Commitments and Contingencies - Future Minimum Lease Payments Under Capital Lease (Details) - USD ($) $ in Thousands | May 28, 2017 | May 29, 2016 | [1] |
Fiscal year 2018 | $ 462 | ||
Fiscal year 2019 | 472 | ||
Fiscal year 2020 | 483 | ||
Fiscal year 2021 | 486 | ||
Fiscal year 2022 | 460 | ||
Thereafter | 3,491 | ||
Total minimum lease payment | 5,854 | ||
Less: amounts representing interest and taxes | (2,053) | ||
Total | 3,801 | ||
Less: current portion included in other accrued liabilities | (70) | ||
Long-term capital lease obligation | $ 3,731 | $ 3,804 | |
[1] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. |
Note 10 - Employee Savings an64
Note 10 - Employee Savings and Investment Plans (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
May 28, 2017 | May 29, 2016 | May 31, 2015 | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 1.5 | $ 1.3 | $ 1.2 |
First Three Percent Match [Member] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | ||
Next Two Percent Match [Member] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 2.00% | ||
Minimum [Member] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 1.00% | ||
Maximum [Member] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 50.00% |
Note 11 - Business Segment Re65
Note 11 - Business Segment Reporting (Details Textual) | 12 Months Ended |
May 28, 2017 | |
Number of Operating Segments | 3 |
Note 11 - Business Segment Re66
Note 11 - Business Segment Reporting - Sales by Geographic Area (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 28, 2017 | May 29, 2016 | May 31, 2015 | |
CANADA | |||
Segment sales | $ 69.3 | $ 80.6 | $ 79.7 |
TAIWAN, PROVINCE OF CHINA | |||
Segment sales | 30 | 32.3 | 32.1 |
BELGIUM | |||
Segment sales | 21 | 13.4 | 6.8 |
INDONESIA | |||
Segment sales | 12.1 | 8.3 | 9 |
CHINA | |||
Segment sales | 8.5 | 9.4 | 9 |
JAPAN | |||
Segment sales | 7.4 | 6.4 | 8.5 |
All Other Countries [Member] | |||
Segment sales | $ 13 | $ 17 | $ 18.4 |
Note 11 - Business Segment Re67
Note 11 - Business Segment Reporting - Operations by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||
May 28, 2017 | Feb. 26, 2017 | Nov. 27, 2016 | Aug. 28, 2016 | May 29, 2016 | Feb. 28, 2016 | Nov. 29, 2015 | Aug. 30, 2015 | May 31, 2015 | Mar. 01, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May 28, 2017 | May 29, 2016 | May 31, 2015 | ||||
Net sales | $ 532,257 | $ 541,099 | $ 539,257 | |||||||||||||||
International sales | 161,336 | 167,416 | 163,460 | |||||||||||||||
Gross profit | $ 19,657 | $ 23,432 | $ 18,953 | $ 21,144 | $ 22,784 | $ 12,931 | $ 17,265 | $ 17,977 | $ 18,668 | $ 16,885 | $ 15,666 | $ 14,188 | 83,186 | 70,957 | 65,407 | |||
Net income (loss) | 2,452 | $ 3,500 | $ 1,326 | $ 3,312 | 4,729 | $ (21,190) | $ 1,868 | $ 2,952 | 4,196 | $ 3,772 | $ 3,223 | $ 2,353 | 10,590 | (11,641) | 13,544 | |||
Identifiable assets | 358,608 | 342,653 | [1] | 346,465 | 358,608 | 342,653 | [1] | 346,465 | ||||||||||
Depreciation and amortization | 10,677 | 9,395 | [2] | 7,090 | [2] | |||||||||||||
Capital expenditures | 22,592 | 40,867 | [2] | 17,511 | [2] | |||||||||||||
Dividend income | 1,650 | 1,650 | 1,417 | |||||||||||||||
Interest income | 16 | 71 | 315 | |||||||||||||||
Interest expense, net | 1,826 | 1,987 | 1,829 | |||||||||||||||
Income tax expense | 4,335 | (7,404) | 7,746 | |||||||||||||||
Packaged Fresh Vegetables [Member] | ||||||||||||||||||
Net sales | 408,021 | 423,859 | 430,415 | |||||||||||||||
International sales | 69,802 | 81,242 | 80,500 | |||||||||||||||
Gross profit | 51,148 | 40,479 | 45,993 | |||||||||||||||
Net income (loss) | 2,722 | (31,975) | 17,145 | |||||||||||||||
Identifiable assets | 211,381 | 212,524 | 228,672 | 211,381 | 212,524 | 228,672 | ||||||||||||
Depreciation and amortization | 7,312 | 6,648 | 4,766 | |||||||||||||||
Capital expenditures | 12,150 | 26,892 | 12,895 | |||||||||||||||
Dividend income | 1,650 | 1,650 | 1,417 | |||||||||||||||
Interest income | 16 | 46 | 32 | |||||||||||||||
Interest expense, net | 674 | 1,721 | 1,655 | |||||||||||||||
Income tax expense | 823 | 415 | 792 | |||||||||||||||
Food Export [Member] | ||||||||||||||||||
Net sales | 62,481 | 64,181 | 67,837 | |||||||||||||||
International sales | 62,481 | 64,181 | 67,714 | |||||||||||||||
Gross profit | 3,974 | 4,176 | 4,252 | |||||||||||||||
Net income (loss) | 669 | 699 | 1,041 | |||||||||||||||
Identifiable assets | 27,087 | 29,124 | 27,746 | 27,087 | 29,124 | 27,746 | ||||||||||||
Depreciation and amortization | 1 | 6 | ||||||||||||||||
Capital expenditures | ||||||||||||||||||
Dividend income | ||||||||||||||||||
Interest income | ||||||||||||||||||
Interest expense, net | ||||||||||||||||||
Income tax expense | 189 | 143 | 48 | |||||||||||||||
Biomaterials [Member] | ||||||||||||||||||
Net sales | 59,392 | 50,470 | 40,432 | |||||||||||||||
International sales | 29,053 | 21,993 | 15,246 | |||||||||||||||
Gross profit | 26,755 | 24,081 | 14,609 | |||||||||||||||
Net income (loss) | 10,228 | 9,499 | 3,838 | |||||||||||||||
Identifiable assets | 104,492 | 98,986 | 85,779 | 104,492 | 98,986 | 85,779 | ||||||||||||
Depreciation and amortization | 3,054 | 2,606 | 2,184 | |||||||||||||||
Capital expenditures | 9,902 | 13,975 | 4,499 | |||||||||||||||
Dividend income | ||||||||||||||||||
Interest income | 25 | 254 | ||||||||||||||||
Interest expense, net | 13 | 266 | 174 | |||||||||||||||
Income tax expense | 2,938 | 1,946 | 177 | |||||||||||||||
Corporate Segment [Member] | ||||||||||||||||||
Net sales | 2,363 | 2,589 | 573 | |||||||||||||||
International sales | ||||||||||||||||||
Gross profit | 1,309 | 2,221 | 553 | |||||||||||||||
Net income (loss) | (3,029) | 10,136 | (8,480) | |||||||||||||||
Identifiable assets | $ 15,648 | $ 2,019 | $ 4,268 | 15,648 | 2,019 | 4,268 | ||||||||||||
Depreciation and amortization | 311 | 140 | 134 | |||||||||||||||
Capital expenditures | 540 | 117 | ||||||||||||||||
Dividend income | ||||||||||||||||||
Interest income | 29 | |||||||||||||||||
Interest expense, net | 1,139 | |||||||||||||||||
Income tax expense | $ 385 | $ (9,908) | $ 6,729 | |||||||||||||||
[1] | Derived from audited financial statements. See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for discussion of accounting guidance adopted during the period. | |||||||||||||||||
[2] | See Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies for a discussion of accounting principles adopted during the period. |
Note 12 - Quarterly Consolida68
Note 12 - Quarterly Consolidated Financial Information (Unaudited) - Summary of Unaudited Quarterly Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
May 28, 2017 | Feb. 26, 2017 | Nov. 27, 2016 | Aug. 28, 2016 | May 29, 2016 | Feb. 28, 2016 | Nov. 29, 2015 | Aug. 30, 2015 | May 31, 2015 | Mar. 01, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May 28, 2017 | May 29, 2016 | May 31, 2015 | |
Revenues | $ 127,430 | $ 136,568 | $ 135,865 | $ 132,394 | $ 135,313 | $ 129,990 | $ 140,441 | $ 135,355 | $ 134,448 | $ 138,530 | $ 132,665 | $ 133,614 | $ 532,257 | $ 541,099 | $ 539,257 |
Gross profit | 19,657 | 23,432 | 18,953 | 21,144 | 22,784 | 12,931 | 17,265 | 17,977 | 18,668 | 16,885 | 15,666 | 14,188 | 83,186 | 70,957 | 65,407 |
Net income (loss) | $ 2,452 | $ 3,500 | $ 1,326 | $ 3,312 | $ 4,729 | $ (21,190) | $ 1,868 | $ 2,952 | $ 4,196 | $ 3,772 | $ 3,223 | $ 2,353 | $ 10,590 | $ (11,641) | $ 13,544 |
Net income (loss) per basic share (in dollars per share) | $ 0.09 | $ 0.13 | $ 0.05 | $ 0.12 | $ 0.17 | $ (0.78) | $ 0.07 | $ 0.11 | $ 0.16 | $ 0.14 | $ 0.12 | $ 0.09 | $ 0.39 | $ (0.43) | $ 0.50 |
Net income (loss) per diluted share (in dollars per share) | $ 0.09 | $ 0.13 | $ 0.05 | $ 0.12 | $ 0.17 | $ (0.78) | $ 0.07 | $ 0.11 | $ 0.15 | $ 0.14 | $ 0.12 | $ 0.09 | $ 0.38 | $ (0.43) | $ 0.50 |