Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | 1. Organization, Basis of Presentation , and Summary of Significant Accounting Policies Organization Landec Corporation and its subsidiaries (“Landec” or the “Company”) design, develop, manufacture, and sell differentiated products for food and biomaterials markets, and license technology applications to partners. The Company has two 1 ® 2 ® ® ® O ® The Company’s technologies, along with its customer relationships and tradenames, are the foundation and key differentiating advantages upon which Landec has built its business. Basis of Presentation The accompanying unaudited consolidated financial statements of Landec have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions for Form 10 10 X. November 25, 2018 not 10 May 27, 2018. The Company’s fiscal year is the 52 53 May August, November, February; 12 14th five six In May 2018, 205 20, Presentation of Financial Statements - Discontinued Operations 205 20" 360, Property, Plant and Equipment 360” six November 26, 2017. The results of operations for the six November 25, 2018 not may may As disclosed in the Company’s fiscal year 2018 10 2018 2017. not 2018 2017 2018 2017 12 2018 10 six November 26, 2017 Basis of Consolidation The consolidated financial statements are presented on the accrual basis of accounting in accordance with GAAP and include the accounts of Landec Corporation and its subsidiaries, Apio and Lifecore. All intercompany transactions and balances have been eliminated. Arrangements that are not An entity is a VIE and subject to consolidation, if by design: a) the total equity investment at risk is not one three not Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates that require management’s most significant and subjective judgments include revenue recognition; loss contingencies; sales returns and allowances; inventories; self-insurance liabilities; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived assets including intangible assets; the valuation of investments; the valuation and recognition of stock-based compensation; the valuation of financial assets and liabilities; and the valuation of contingent consideration liabilities. These estimates involve the consideration of complex factors and require management to make judgments. The analysis of historical and future trends can require extended periods of time to resolve and are subject to change from period to period. The actual results may Cash and Cash Equivalents The Company records all highly liquid securities with three Reconciliation of Cash and Cash Equivalents and Restricted Cash as presented on the Statements of Cash Flows The following table provides a reconciliation of cash, cash equivalents, and restricted 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): November 25, 2018 May 27, 2018 November 26, 2017 May 28, 2017 Cash and cash equivalents $ 1,514 $ 2,899 $ 4,602 $ 5,998 Restricted cash 325 325 325 325 Cash, discontinued operations — (8 ) (233 ) (589 ) Cash, cash equivalents and restricted cash $ 1,839 $ 3,216 $ 4,694 $ 5,734 Restricted Cash The Company was required to maintain $325,000 November 25, 2018 May 27, 2018, Inventories Inventories are stated at the lower of cost ( first first November 25, 2018 May 27, 2018 Raw materials $ 14,607 $ 15,286 Work in progress 3,092 3,672 Finished goods 13,929 12,861 Total $ 31,628 $ 31,819 If the cost of the inventories exceeds their net realizable value, provisions are recorded currently to reduce them to net realizable value. The Company also records a provision for slow moving and obsolete inventories based on the estimate of demand for its products. Related Party Transactions The Company sells products to and earns license fees from Windset Holdings 2010 three November 25, 2018 November 26, 2017, $109,000 $91,000, six November 25, 2018 November 26, 2017, $244,000 $195,000, $207,000 $334,000 November 25, 2018 May 27, 2018, Additionally, unrelated to the revenue transactions above, the Company purchases produce from Windset for sale to third three six November 25, 2018, $0 $6,000, All related party transactions are monitored quarterly by the Company and approved by the Audit Committee of the Board of Directors. Debt Issuance Costs The Company records its line of credit debt issuance costs as an asset, and as such, $120,000 $218,000 November 25, 2018, $120,000 $278,000, May 27, 2018. $60,000 $110,000 November 25, 2018 $60,000 $140,000, May 27, 2018. 7 Financial Instruments The Company’s financial instruments are primarily composed of commercial-term trade payables, grower advances, notes receivable, and debt instruments. For short-term instruments, the historical carrying amount approximates the fair value of the instrument. The fair value of long-term debt approximates its carrying value. Cash Flow Hedges The Company has entered into interest rate swap contracts to manage interest rate risk. These derivative instruments may one 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. Accumulated Other Comprehensive Income (AOCI) Comprehensive income consists of two AOCI Accumulated OCI, net, as of May 27, 2018 $ 1,148 Unrealized losses on interest rate swap contracts, net of tax effect (13 ) Amounts reclassified from OCI — Accumulated OCI, net, as of November 25, 2018 $ 1,135 The Company does not 12 Investment in Non-Public Company On February 15, 2011, November 25, 2018 May 27, 2018. 3 Intangible Assets The Company’s intangible assets are comprised of customer relationships with a finite estimated useful life of eleven thirteen 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 350 30 35. Partial Self-Insurance on Employee Health and Workers Compensation Plans The Company provides health insurance benefits to eligible employees under self-insured plans whereby the Company pays actual medical claims subject to certain stop loss limits and self-insures its workers compensation claims. The Company records self-insurance liabilities based on actual claims filed and an estimate of those claims incurred but not not November 25, 2018 May 27, 2018. may 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 2 O not The accounting guidance established a three Level 1 Level 2 Level 3 no As of November 25, 2018 May 27, 2018, O The fair value of the Company’s interest rate swap contracts 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 fair value of the Company’s contingent consideration liability from the acquisition of O O 3 In determining the fair value of the Company’s contingent consideration liability, the Company utilizes the following significant unobservable inputs in the discounted cash flow models: At November 25, 2018 At May 27, 2018 Cost of debt 5.3% to 5.7% 4.7% to 5.2% Market price of risk adjustment 20% 20% EBITDA volatility 24% 25% The fair value of our contingent consideration liability is sensitive to change in forecasts and discount rates. 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 Contingent consideration liability as of November 25, 2018 10% increase in EBITDA forecast $ 300 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 six November 25, 2018 26.9% In determining the fair value of the investment in Windset, the Company utilizes the following significant unobservable inputs in the discounted cash flow models: At November 25, 2018 At May 27, 2018 Revenue growth rates 6% 6% Expense growth rates 6% 6% Income tax rates 15% 15% Discount rates 12% 12% The revenue growth, expense growth, and income tax rate assumptions are considered the Company's best estimate of the trends in those items over the discount period. The discount rate assumption takes into account the risk-free rate of return, the market equity risk premium, and the company’s specific risk premium and then applies an additional discount for lack of liquidity of the underlying securities. The discounted cash flow valuation model used by the Company has the following sensitivity to changes in inputs and assumptions (in thousands): Impact on value of investment in Windset as of November 25, 2018 10% increase in revenue growth rates $ 9,800 10% increase in expense growth rates $ (9,300 ) 10% increase in income tax rates $ (500 ) 10% increase in discount rates $ (3,700 ) 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 November 25, 2018 Fair Value at May 27, 2018 Assets: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swap contracts $ — $ 1,512 $ — $ — $ 1,529 $ — Investment in non-public company — — 68,100 — — 66,500 Total assets $ — $ 1,512 $ 68,100 $ — $ 1,529 $ 66,500 Liabilities: Contingent consideration liability — — 3,100 — — 4,000 Total liabilities $ — $ — $ 3,100 $ — $ — $ 4,000 The following table reflects the fair value rollforward reconciliation of Level 3 six November 25, 2018 ( Windset Investment Contingent Consideration Liability Balance as of May 27, 2018 $ 66,500 $ 4,000 Fair value change 1,600 (900 ) Balance as of November 25, 2018 $ 68,100 $ 3,100 Revenue Recognition See Note 9 three The Company follows the five The revenue streams within the Company are consistent with those disclosed within Note 9 11 10 May 27, 2018. The Company’s standard terms of sale are included in its contracts, purchase orders, and invoices. As such, all revenue is considered revenue recognized from contracts with customers. The Company has elected to account for shipping and handling as fulfillment activities, and not 30 90 may not Occasionally, the Company enters into bill-and-hold arrangements, where it invoices the customer for products even though it retains possession of the products until a point-in-time in the future when the products will be shipped to the customer. In these contracts, the primary performance obligation is satisfied, and revenue is generally recognized, at a point-in-time when the product is segregated from the Company’s general inventory, it's ready for shipment to the customer, and the Company does not The Company disaggregates its revenue by segment product lines based on how it markets its products and reviews results of operations. The following tables disaggregate segment revenue by major product lines (in thousands): Three Months Ended Six Months Ended Natural Foods: November 25, 2018 November 26, 2017 November 25, 2018 November 26, 2017 Salads $ 41,950 $ 44,578 $ 91,030 $ 86,626 Core vegetables 64,492 61,906 126,242 121,549 Other 3,024 1,864 4,245 3,790 Total $ 109,466 $ 108,348 $ 221,517 $ 211,965 Three Months Ended Six Months Ended Biomaterials: November 25, 2018 November 26, 2017 November 25, 2018 November 26, 2017 Aseptic $ 8,128 $ 7,591 $ 13,894 $ 14,618 Fermentation 1,915 2,865 4,985 5,655 Development services 5,403 3,657 9,184 6,004 Total $ 15,446 $ 14,113 $ 28,063 $ 26,277 Shipping and Handling Shipping and handling costs are incurred to move the Company’s products from production and storage facilities to the customer. Handling costs are incurred from the point the product is segregated from the Company’s general inventory until it is provided to the shipper and generally include costs to store, move and prepare the products for shipment. The cost of shipping and handling services is recognized in Cost of product sales. When the costs of shipping and handling are passed on to a customer, the related amount is recorded in revenue. 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 adjusted to reflect the impacts of negotiations, estimate settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. 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 three 100 100 The legal actions consisted of three 1 2 3 two 100 The ULP claims were settled in fiscal year 2017 $310,000. $155,000. May 5, 2017, September 2011 $6.0 three $2.4 July 2017, $1.8 November 2017 $1.8 July 2018, one first two $4.2 $2.1 November 25, 2018, $1.9 $900,000 $1.0 December 2020. November 25, 2018, not not November 25, 2018, $1.9 As of November 25, 2018 May 27, 2018, $0 $1.0 Recent Accounting Guidance Recently Adopted Pronouncements Income Taxes In February 2018, 2018 02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income December 2017. December 15, 2018. 2018 02 August 27, 2018. not Stock Compensation In May 2017, 2017 09, 718 Scope of Modification Accountin g, 718. December 15, 2017. 2017 09 May 28, 2018. not Restricted Cash In November 2016, 2016 18, 230 Restricted Cash 2016 18” 2016 18 2016 18 December 15, 2017, 2016 18 May 28, 2018. $325,000 Intra-Entity Transfers In November 2016, 2016 16, Intra-Entity Transfers of Assets Other Than Inventory 2016 16 December 15, 2017, May 28, 2018, Statement of Cash Flows In August 2016, 2016 15, 230 Classification of Certain Cash Receipts and Cash Payments 2016 15 May 28, 2018, Revenue Recognition In May 2014, 2014 09, 606 , Revenue from Contracts with Customers 606” 605, Revenue Recognition five The Company adopted Topic 606 May 28, 2018 606 not 606. In the notes to the consolidated financial statements, the Company has expanded its revenue recognition disclosures. Additionally, it has implemented changes to accounting policies and procedures, business processes, and controls in order to comply with the revenue recognition and disclosure requirements of Topic 606. Recently Issued Pronouncements to be Adopted Disclosure simplification In August 2018, No. 33 10532, Disclosure Update and Simplification November 5, 2018. November 5, 2018, third 2019. Cloud Computing Arrangements In August 2018, 2018 15, Customer ’ s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract 2018 15 350 40 2018 15 December 15, 2019. Hedging In August 2017, 2017 12, Targeted Improvements to Accounting for Hedging Activities 2017 12 2017 12 December 15, 2018, Financial Instruments – Credit Losses June 2016, 2016 13, Financial Instruments — Credit Losses (Topic 326 2016 13 2016 13 December 15, 2019. 2016 13 not Leases In February 2016, 2016 02, Leases (Topic 842 2016 02” 2016 02 July 2018, 2018 11— Leases (Topic 842 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 not not 2016 02 |