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 the 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. In May 2018, 205 20, Presentation of Financial Statements - Discontinued Operations 205 20" 360, Property, Plant and Equipment 360” 13, During the fiscal fourth 2018, 40% 810 10 45 23. Arrangements that are not An entity is a VIE and subject to consolidation, if by 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 period. 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 things, 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 27, 2018, five 49% two 19% 18%, 20% none 5% May 27, 2018, two 13% 18%, During the fiscal year ended May 28, 2017, five 48% two 20% 16%, 21% none 5% May 28, 2017, two 13% 18%, 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 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 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 (“AOCI”) 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 Unrealized Gains on Cash Flow Hedge Balance as of May 28, 2017 $ 432 Other comprehensive income before reclassifications, net of tax effect 716 Amounts reclassified from OCI — Other comprehensive income, net 716 Balance as of May 27, 2018 $ 1,148 The Company does not 12 Based on these assumptions, management believes the fair market values of the Company’s financial instruments are not May 27, 2018 May 28, 2017. 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 29, 2016 $ 343 $ 63 $ (110 ) $ 296 Year Ended May 28, 2017 $ 296 $ 519 $ (454 ) $ 361 Year Ended May 27, 2018 $ 361 $ 46 $ (105 ) $ 302 Revenue Recognition Revenue from product sales is recognized when there is persuasive evidence that an arrangement exists, title has transferred, the price is fixed and determinable, and collectability is reasonably assured. Allowances are established for estimated uncollectible amounts, product returns, and discounts based on specific identification and historical losses. Apio’s Packaged Fresh Vegetables revenues generally consist of revenues generated from the sale of specialty packaged fresh-cut and whole value-added 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 Income (Loss). Packaged Fresh Vegetables revenues also include the revenues generated from Apio Cooling, LP, a vegetable cooling operation in which Apio was the general partner with a 60% April 26, 2018, 40% 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 205 20 360 no Lifecore’s Biomaterials business principally generates revenue through the sale of products containing HA. Lifecore primarily sells products to customers in three 1 60% 2018, 2 10% 2018, 3 30% 2018. 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 evaluates whether multiple transactions with the same customer or related party should be considered part of a multiple element arrangement, whereby the Company assesses, among other factors, whether the contracts or agreements are negotiated or executed within a short time frame of each other or if there are indicators that the contracts are negotiated in contemplation of each other. The Company then allocates revenue to each element based on a selling price hierarchy. The relative selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third not not The Company limits the amount of revenue recognition for delivered 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 type of arrangement as described above is as follows (in thousands): Year Ended May 27, 2018 May 28, 2017 May 29, 2016 Recorded upon delivery $ 509,096 $ 456,512 $ 458,985 Revenue from multiple element arrangements 12,531 8,431 13,400 Revenue from license fees, R&D contracts and royalties/profit sharing 2,600 4,833 4,533 Total $ 524,227 $ 469,776 $ 476,918 Shipping and Handling Costs Amounts billed to third Other Accounting Policies and Disclosures Cash and Cash Equivalents The Company records all highly liquid securities with three Reconciliation of Cash and Cash Equivalents and Cash as presented on the Statements of Cash Flows The following table provides a reconciliation of cash, cash equivalents, and cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): May 27, 2018 May 28, 2017 May 29, 2016 Cash and cash equivalents $ 2,899 $ 5,998 $ 9,968 Cash, discontinued operations (8 ) (589 ) (74 ) Cash and cash equivalents presented on Statements of Cash Flows $ 2,891 $ 5,409 $ 9,894 Inventories Inventories are stated at the lower of cost (using the first first May 27, 2018 May 28, 2017 Year Ended May 27, 2018 May 28, 2017 Finished goods $ 12,861 $ 10,015 Raw materials 15,286 10,158 Work in progress 3,672 3,447 Total inventories $ 31,819 $ 23,620 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 and included in SG&A in the accompanying Consolidated Statements of Income (Loss). Advertising expense for the Company for fiscal years 2018, 2017, 2016 $1.4 $1.9 $2.1 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 27, 2018 May 28, 2017 $2.7 $1.0 Related Party Transactions The Company sold products to and earned license fees from Windset during the last three 2018, 2017, 2016, $556,000, $514,000, $666,000, $334,000 $388,000 May 27, 2018 May 28, 2017, Additionally, unrelated to the revenue transactions above, the Company purchases produce from Windset for sale to third 2018, 2017, 2016, $0, $22,000, $32,000, $0 $22,000 May 27, 2018 May 28, 2017, All related party transactions are monitored quarterly by the Company and approved by the Audit Committee of the Board of Directors. Property and Equipment Property and equipment are stated at cost. Expenditures for major improvements are capitalized while repairs and maintenance are charged to expense. Depreciation is expensed on a straight-line basis over the estimated useful lives of the respective assets, generally three forty three twenty The Company capitalizes software development costs for internal use. 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 2018, 2017, 2016, $918,000, $2.2 $174,000 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 O March 2017, ( April 2012, ( April 2010 December 1999. O May 27, 2018, $5.2 $13.9 $35.4 Property, plant and equipment and finite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not may The Company tests its indefinite-lived intangible assets for impairment at least annually, in accordance with accounting guidance. For all indefinite-lived assets, including goodwill, the Company performs a qualitative analysis in accordance with ASC 350 30 35. During fiscal years 2018 2017, no On a quarterly basis, the Company considers the need to update its most recent annual tests for possible impairment of its indefinite-lived intangible assets, based on management’s assessment of changes in its business and other economic factors since the most recent annual evaluation. Such changes, if significant or material, could indicate a need to update the most recent annual tests for impairment of the indefinite-lived intangible assets during the current period. The results of these tests could lead to write-downs of the carrying values of these assets in the current period. In the annual impairment test, the Company assesses qualitative 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 26, 2018, no not 2018 no 2018, no 2018, 2017, 2016. Investment in Non-Public Company On February 15, 2011, May 27, 2018 May 28, 2017. 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 27, 2018. 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 Income (Loss), following the consolidated net income (loss) caption. During the fiscal fourth 2018, 40% $4.7 810 10 45 23. $2.6 $1.5 Income Taxes The Company accounts for income taxes in accordance with accounting guidance which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. The Company maintains valuation allowances when it is likely that all or a portion of a deferred tax asset will not May 27, 2018, $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 may Per Share Information Accounting guidance requires the presentation of basic and diluted earnings per share. Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities and is computed using the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution as if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted common equivalent shares consist of stock options and restricted stock units, calculated using the treasury stock method. The following table sets forth the computation of diluted net income (loss) per share (in thousands, except per share amounts): Year Ended May 27, 2018 May 28, 2017 May 29, 2016 Numerator: Net income (loss) applicable to Common Stockholders $ 24,829 $ 10,590 $ (11,641 ) Denominator: Weighted average shares for basic net income (loss) per share 27,535 27,276 27,044 Effect of dilutive securities: Stock options and restricted stock units 380 376 — Weighted average shares for diluted net income (loss) per share 27,915 27,652 27,044 Diluted net income (loss) per share $ 0.89 $ 0.38 $ (0.43 ) Options to purchase 1,495,380 1,428,272 $13.80 $13.58 May 27, 2018 May 28, 2017, 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 products. These costs include the following: raw materials (including produce, packaging, syringes and fermentation and purification supplies), direct labor, overhead (including indirect labor, depreciation, and facility related costs) and shipping and shipping related costs. Research and Development Expenses Costs related to both research and development contracts and Company-funded research is included in research and development expenses. Research and development costs are primarily comprised of salaries and related benefits, supplies, travel expenses, consulting expenses and corporate allocations. Accounting for Stock-Based Compensation The Company’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 Ended May 27, 2018 May 28, 2017 May 29, 2016 Options $ 1,488 $ 1,230 $ 1,352 RSUs 2,915 2,734 2,113 Total stock-based compensation $ 4,403 $ 3,964 $ 3,465 The following table summarizes the stock-based compensation by income statement line item (in thousands): Year Ended May 27, 2018 May 28, 2017 May 29, 2016 Cost of sales $ 535 $ 485 $ 405 Research and development 131 83 90 Selling, general and administrative 3,737 3,396 2,970 Total stock-based compensation $ 4,403 $ 3,964 $ 3,465 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 impact on the fair value estimates. As of May 27, 2018, May 28, 2017 May 29, 2016, Year Ended May 27, 2018 May 28, 2017 May 29, 2016 Expected life (in years) 3.50 3.50 3.38 Risk-free interest rate 1.73 % 1.08 % 1.09 % Volatility 27 % 26 % 31 % 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 27, 2018, May 28, 2017 May 29, 2016 $2.90, $2.37 $2.85 No May 27, 2018, May 28, 2017 May 29, 2016. 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 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 27, 2018, O The fair value of the Company’s interest rate swap is determined based on model inputs that can be observed in a liquid market, including yield curves, and is categorized as a Level 2 The Company has elected the fair value option of accounting for its investment in Windset. The 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 27, 2018 26.9% At May 27, 2018 At May 28, 2017 Revenue growth rates 6 % 4 % Expense growth rates 6 % 4 % Income tax rates 15 % 15 % Discount rates 12 % 12 % The revenue growth, expense growth, and income tax rate assumptions are considered the Company's best estimate of the trends in those items over the discount period. The discount rate assumption takes into account the risk-free rate of return, the market equity risk premium, and the company’s specific risk premium and then applies an additional discount for lack of liquidity of the underlying securities. The discounted cash flow valuation model used by the Company has the following sensitivity to changes in inputs and assumptions (in thousands): Impact on value of Windset investment as of May 27, 2018 10% increase in revenue growth rates $ 9,700 10% increase in expense growth rates $ (9,100 ) 10% increase in income tax rates $ (500 ) 10% increase in discount rates $ (4,300 ) Imprecision in estimating unobservable market inputs can affect the amount of gain or loss recorded for a particular position. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The fair value of the Company’s contingent consideration liability from its purchase of O 2 O 3 O $6.4 3 22.4%. 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 27, 2018 Fair Value at May 28, 2017 Assets (liabilities): Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swap (1) $ — $ 1,529 $ — $ — $ 688 $ — Investment in non-public company — — 66,500 — — 63,600 Contingent consideration liability (2) — — (4,000 ) — — (5,900 ) Total $ — $ 1,529 $ 62,500 $ — $ 688 $ 57,700 ( 1 Included in Other assets in the accompanying Consolidated Balance Sheets. ( 2 Included in Other non-current liabilities in the accompanying Consolidated Balance Sheets. Recent Accounting Pronouncements Recently Adopted Pronouncements On December 22, 2017, No. 118 118” not 118, May 27, 2018, not May 27, 2018 118 third 2018. 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 2014 09 The Company recently completed its evaluation of the impact of the adoption of ASU 2014 09. ● Finished goods product sales (Packaged Fresh Vegetables); ● Shipping and handling (Packaged Fresh Vegetables); ● Product development and contract manufacturing arrangements (Biomaterials). The Company’s assessment efforts have included reviewing current accounting policies, processes, and systems requirements, as well assigning internal resources and third may 2014 09. 2014 09 As a result of its assessment efforts, the Company does not 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 ● 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 9 not no 2016 02 Income Taxes In February 2018, 2018 02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income December 2017. December 15, 2018. Hedging In August 2017, 2017 12, Targeted Improvements to Accounting for Hedging Activities 2017 12 2017 12 December 15, 2018, Financial Instruments – Credit Losses In June 2016, 2016 13, Financial Instruments —Credit Losses (Topic 326 2016 13 2016 13 December 15, 2019. 2016 13 not Immaterial Error Correction As discussed in Note 12 , fourth 2018, not 2017 2016, 2017 2016 The corrections resulted in an increase (decrease) in cash provided by operating activities and cash used in investing activities within the 2017 2016 $411,000, 411,000 1.2 $1.2 Certain amounts disclosed in the accompanying notes to the financial statements have been revised to reflect the corrections. |