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Significant Accounting Policies (Policies) | 12 Months Ended
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May 27, 2018
Accounting Policies [Abstract] |
Consolidation, Policy [Policy Text Block] | 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, the Company discontinued the Food Export business segment. As a result, the Food Export business segment was reclassified as a discontinued operation under the provisions of Accounting Standards Codification ("ASC") 205 - 20, Presentation of Financial Statements - Discontinued Operations ("ASC 205 - 20" ) and ASC 360, Property, Plant and Equipment ("ASC 360” ). See – Note 13, Discontinued Operations, for further information. During the fiscal fourth quarter of 2018, the Company purchased the remaining 40% non-controlling interest of its subsidiary, Apio Cooling, LP (“Apio Cooling”) and dissolved Apio Cooling. The increase in the Company’s ownership interest in Apio Cooling was accounted for as an equity transaction in accordance with ASC Topic 810 - 10 - 45 - 23. Arrangements that are not controlled through voting or similar rights are reviewed under the 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 by design: a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders or b) as a group the holders of the equity investment at risk lack any one of the following three characteristics: (i) the power, through voting rights or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity. The Company reviewed the consolidation guidance and concluded that the partnership interest and equity investment in the non-public company by the Company are not VIEs.
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 period. The actual results may differ from management’s estimates.
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 things, the amount of credit exposure to any one issuer and to any one type of investment, other than securities issued or guaranteed by the U.S. government. The Company routinely assesses the financial strength of customers and growers and, as a consequence, believes that trade receivables, grower advances and notes receivable credit risk exposure is limited. Credit losses for bad debt are provided for in the consolidated financial statements through a charge to operations. A valuation allowance is provided for known and anticipated credit losses. The recorded amounts for these financial instruments approximate their fair value. 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 Ltd. (“Windset”), in which the Company holds a 26.9% minority investment, are predominantly located in British Columbia, Canada and Santa Maria, California. Routinely, the Company evaluates the financial strength and ability for Windset to continue as a going concern. During the fiscal year ended May 27, 2018, sales to the Company’s top five customers accounted for approximately 49% of total revenue with the top two customers from the Packaged Fresh Vegetables segment, Costco Corporation (“Costco”) and Wal-mart, Inc. (“Wal-mart”) accounting for approximately 19% and 18%, respectively, of total revenues. In addition, approximately 20% of the Company’s total revenues were derived from product sales to international customers, none of which individually accounted for more than 5% of total revenues. As of May 27, 2018, the top two customers, Costco and Wal-mart represented approximately 13% and 18%, respectively, of total accounts receivable. During the fiscal year ended May 28, 2017, sales to the Company’s top five customers accounted for approximately 48% of total revenue with the top two customers from the Packaged Fresh Vegetables segment, Costco Corporation (“Costco”) and Wal-mart, Inc. (“Wal-mart”) accounting for approximately 20% and 16%, respectively, of total revenues. In addition, approximately 21% of the Company’s total revenues were derived from product sales to international customers, none of which individually accounted for more than 5% of total revenues. As of May 28, 2017, the top two customers, Costco and Wal-mart represented approximately 13% and 18%, respectively, of total accounts receivable.
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 be recoverable. Recoverability 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 sufficient to recover the carrying value of the assets, the assets’ carrying value is adjusted to fair value. The Company regularly evaluates its long-lived assets for indicators of possible impairment.
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 offset a portion of the 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 (“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 components, net income and Other Comprehensive Income (“OCI”). OCI refers to revenue, expenses, and gains and losses that under GAAP are recorded as a component of stockholders’ equity but are excluded from net income. The Company’s OCI consists of net deferred gains and losses on its interest rate swap derivative instrument accounted for as a cash flow hedge. The components of AOCI, net of tax, are as follows (in thousands):
|  | 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 expect any transactions or other events to occur that would result in the reclassification of any significant gains into earnings in the next 12 months. Based on these assumptions, management believes the fair market values of the Company’s financial instruments are not significantly different from their recorded amounts as of May 27, 2018 and May 28, 2017.
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 -days past due. The changes in the Company’s allowance for sales returns and doubtful accounts are summarized in the following table (in thousands):
|  | 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, 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 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% ownership position. On April 26, 2018, the Company purchased the 40% non-controlling interest of the limited partners, thus dissolving Apio Cooling, LP. See the non-controlling interest discussion further in this note for more details. Additionally, Packaged Fresh Vegetables revenues consist of revenues from the sale of BreatheWay® packaging to license partners. Revenue is recognized on the vegetable cooling operations as cooling and storage services are provided to Apio’s customers. Sales of BreatheWay packaging are recognized when shipped to Apio’s customers. 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 parties because it takes title to the product while in transit. The Company discontinued its Food Export business segment. As a result, the Company met the requirements of ASC 205 - 20 and ASC 360 to report the results of the Food Export business segment as discontinued operations. The operating results for the Food Export business segment, in all periods presented, have been reclassified to discontinued operations and are no longer reported as a separate segment. Lifecore’s Biomaterials business principally generates revenue through the sale of products containing HA. Lifecore primarily sells products to customers in three medical areas: ( 1 ) Ophthalmic, which represented approximately 60% of Lifecore’s revenues in fiscal year 2018, ( 2 ) Orthopedic, which represented approximately 10% of Lifecore’s revenues in fiscal year 2018, and ( 3 ) Other/Non-HA products, which represented approximately 30% of Lifecore’s revenues in fiscal year 2018. The vast majority of Lifecore’s revenues are recognized upon shipment. Lifecore’s business development revenues, a portion of which are included in all three medical areas, are related to contract research and development (“R&D”) services and multiple element arrangement services with customers where the Company provides products and/or services in a bundled arrangement. Contract R&D revenue is recorded as earned, based on the performance requirements of the contract. Non-refundable contract fees for which no further performance obligations exist, and there is no continuing involvement by the Company, are recognized on the earlier of when the payment is received or collection is assured. 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 -party evidence (“TPE”), if VSOE is not available, or estimated selling price, if neither VSOE nor TPE is available. The Company then recognizes revenue on each deliverable in accordance with its policies for product and service revenue recognition. The Company is not typically able to determine VSOE or TPE, and therefore, uses the estimated selling price to allocate revenue between the elements of an arrangement. The Company limits the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services or future performance obligations or subject to customer-specific cancellation rights. The Company evaluates each deliverable in an arrangement to determine whether it represents a separate unit of accounting. A deliverable constitutes a separate unit of accounting when it has stand-alone value, and for an arrangement that includes a general right of return relative to the delivered products or services, delivery or performance of the undelivered product or service is considered probable and is substantially controlled by the Company. The Company considers a deliverable to have stand-alone value if the product or service is sold separately by the Company or another vendor or could be resold by the customer. Further, the revenue arrangements generally do not include a general right of return relative to delivered products. Where the aforementioned criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition. The Company allocates the total arrangement consideration to each separable element of an arrangement based upon the relative selling price of each element. Allocation of the consideration is determined at arrangement inception on the basis of each unit’s relative selling price. In instances where the Company has not established fair value for any undelivered element, revenue for all elements is deferred until delivery of the final element is completed and all recognition criteria are met. 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 Cost, Policy [Policy Text Block] | Shipping and Handling Costs Amounts billed to third -party customers for shipping and handling are included as a component of revenues. Shipping and handling costs incurred are included as a component of cost of products sold and represent costs incurred to ship product from the processing facility or distribution center 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 months or less from date of purchase to maturity as cash equivalents. Cash equivalents consist mainly of money market funds. The market value of cash equivalents approximates their historical cost given their short-term nature. 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 |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost (using the first -in, first -out method) or net realizable value. As of May 27, 2018 and May 28, 2017 inventories consisted of (in thousands):
|  | 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 Costs, Policy [Policy Text Block] | 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, and 2016 was $1.4 million, $1.9 million and $2.1 million, respectively.
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 year) using proceeds from the crops sold to Apio. Notes are interest bearing obligations, evidenced by contracts and notes receivable. These notes and advances receivable are secured by perfected liens on crops, have terms that range from three to nine months, and are reviewed at least quarterly for collectability. A reserve is established for any note or advance deemed to not be fully collectible based upon an estimate of the crop value or the fair value of the security for the note or advance. Notes or advances outstanding at May 27, 2018 and May 28, 2017 were $2.7 million and $1.0 million, respectively and are recorded in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets.
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 fiscal years. During fiscal years 2018, 2017, and 2016, the Company recognized revenues of $556,000, $514,000, and $666,000, respectively. These amounts have been included in product sales in the accompanying Consolidated Statements of Income (Loss), from the sale of products to and license fees from Windset. The related receivable balances of $334,000 and $388,000 from Windset are included in accounts receivable in the accompanying Consolidated Balance Sheets as of May 27, 2018 and May 28, 2017, respectively. Additionally, unrelated to the revenue transactions above, the Company purchases produce from Windset for sale to third parties. During fiscal years 2018, 2017, and 2016, the Company recognized cost of product sales of $0, $22,000, and $32,000, respectively, in the accompanying Consolidated Statements of Income (Loss), from the sale of products purchased from Windset. The related accounts payable of $0 and $22,000 to Windset are included in accounts payable in the accompanying Consolidated Balance Sheets as of May 27, 2018 and May 28, 2017, respectively. All related party transactions 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 maintenance are charged to expense. Depreciation is expensed on a straight-line basis over the estimated useful lives of the respective assets, generally three to forty years for buildings and leasehold improvements and three to twenty years for furniture and fixtures, computers, capitalized software, capitalized leases, machinery, equipment and vehicles. Leasehold improvements are amortized on a straight-line basis over the lesser of the economic life of the improvement or the life of the lease. 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 to seven years. During fiscal years 2018, 2017, and 2016, the Company capitalized $918,000, $2.2 million, and $174,000 in software development costs, respectively.
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 to thirteen years (the “finite-lived intangible assets”) and trademarks/trade names and goodwill with indefinite lives (collectively, “the indefinite-lived intangible assets”), which the Company recognized (i) upon the acquisition of O in March 2017, ( ii) upon the acquisition of GreenLine Holding Company (“GreenLine”) by Apio in April 2012, ( iii) upon the acquisition of Lifecore in April 2010 and (iv) upon the acquisition of Apio in December 1999. Accounting guidance defines goodwill as “the excess of the cost of an acquired entity over the net of the estimated fair values of the assets acquired and the liabilities assumed at date of acquisition.” All intangible assets, including goodwill, associated with the acquisition of O was allocated to the Other reporting unit, the acquisition of Lifecore was allocated to the Biomaterials reporting unit, and the acquisitions of Apio and GreenLine were allocated to the Packaged Fresh Vegetables reporting unit based upon the allocation of assets and liabilities acquired and consideration paid for each reporting unit. As of May 27, 2018, the Other reporting unit had $5.2 million of goodwill, the Biomaterials reporting unit had $13.9 million of goodwill, and the Packaged Fresh Vegetables reporting unit had $35.4 million of goodwill. 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 be recoverable. The Company’s impairment review requires significant management judgment including estimating the future success of product lines, future sales volumes, revenue and expense growth rates, alternative uses for the assets and estimated proceeds from the disposal of the assets. The Company conducts quarterly reviews of idle and underutilized equipment, and reviews business plans for possible impairment indicators. Impairment is indicated when the carrying amount of the asset (or asset group) exceeds its estimated future undiscounted cash flows and the impairment is viewed as other than temporary. When impairment is indicated, an impairment charge is recorded for the difference between the asset’s book value and its estimated fair value. Depending on the asset, estimated fair value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in similar condition. The use of different assumptions would increase or decrease the estimated fair value of assets and would increase or decrease any impairment measurement. 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. Application of the impairment tests for indefinite-lived intangible assets requires significant judgment by management, including identification of reporting units, assignment of assets and liabilities to reporting units, assignment of intangible assets to reporting units, which judgments are inherently uncertain. During fiscal years 2018 and 2017, there were no impairments of intangible assets. 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 (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, then the quantitative test is required. Otherwise, no further testing is required. 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, the Company tested its goodwill for impairment and determined that no indication of impairment existed as of that date. As a result, it was not necessary to perform the quantitative goodwill impairment test at that time. Subsequent to the 2018 annual impairment test, there have been no significant events or circumstances affecting the valuation of goodwill that indicate a need for goodwill to be further tested for impairment. Other than the goodwill attributable to the Food Export business segment, which was written off pursuant to the Company discontinuing its operations during fiscal 2018, there were no impairment losses for goodwill during fiscal years 2018, 2017, and 2016.
Investment In Non Public Companies [Policy Text Block] | Investment in Non-Public Company On February 15, 2011, the Company made an investment in Windset which is reported as an investment in non-public company, fair value, in the accompanying Consolidated Balance Sheets as of May 27, 2018 and May 28, 2017. The Company has elected to account for its investment in Windset under the fair value option. See Note 3 – Investment in Non-public Company for further information.
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 reported. Any projection of losses concerning the Company's liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors such as inflation rates, changes in severity, benefit level changes, medical costs, and claims settlement patterns. This self-insurance liability is included in accrued liabilities in the accompanying Consolidated Balance Sheets and represents management's best estimate of the amounts that have not been paid as of May 27, 2018. It is reasonably possible that the expense the Company ultimately incurs could differ and adjustments to future reserves may be necessary.
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 Income (Loss), following the consolidated net income (loss) caption. During the fiscal fourth quarter of 2018, the Company purchased the remaining 40% non-controlling interest of its subsidiary, Apio Cooling, LP (“Apio Cooling”), for approximately $4.7 million in cash. The increase in the Company’s ownership interest in Apio Cooling was accounted for as an equity transaction in accordance with ASC Topic 810 - 10 - 45 - 23. The Company recorded a decrease in additional paid-in capital of approximately $2.6 million, which represents the difference between the cash paid and the book value of the Apio Cooling non-controlling interest account, which was approximately $1.5 million, immediately preceding the purchase.
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 assets and liabilities. The Company maintains valuation allowances when it is likely that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the Company’s income tax provision in the period of change. In determining whether a valuation allowance is warranted, the Company takes into account such factors as prior earnings history, expected future earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of a deferred tax asset, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. At May 27, 2018, the Company had a $1.3 million valuation allowance against its deferred tax assets. 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 elapse before a particular matter, for which the Company has accrued, is audited and finally resolved. The number of years with open tax audits varies by jurisdiction. While it is often difficult to predict the final 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 require the use of cash in the year of resolution. The Company’s tax-contingency accruals are recorded in other accrued liabilities in the accompanying Consolidated Balance Sheets.
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 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 and 1,428,272 shares of Common Stock at a weighted average exercise price of $13.80 and $13.58 per share were outstanding during fiscal years ended May 27, 2018 and May 28, 2017, respectively, but were not included in the computation of diluted net income per share because the options’ exercise price were greater than the average market price of the Common Stock and, therefore, their inclusion would be antidilutive. Due to the Company’s net loss for fiscal year 2016, the net loss per share includes only weighted average shares outstanding and thus excludes 1.6 million of outstanding options and RSUs as such impacts would be antidilutive for fiscal year 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 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 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 and 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 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 and May 29, 2016, the fair value of stock option grants was estimated using the following weighted average assumptions:
|  | 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 and May 29, 2016 was $2.90, $2.37 and $2.85 per share, respectively. No stock options were granted above or below grant date market prices during the fiscal years ended May 27, 2018, May 28, 2017 and May 29, 2016.
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 – Investment in Non-public Company for further information. The Company has not elected the fair value option for any of its other eligible financial assets or liabilities. The accounting guidance established a three -tier hierarchy for fair value 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 market data, which would require the Company to develop its own assumptions.
As of May 27, 2018, the Company held certain assets and liabilities that were required to be measured at fair value on a recurring basis, including its interest rate swap, its minority interest investment in Windset, and its contingent consideration liability from the purchase of 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 fair value measurement and is included in other assets in the accompanying Consolidated Balance Sheets. 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 fair value measurement. The change in the fair value of the Company’s investment in Windset for the twelve months ended May 27, 2018 was due to the Company’s 26.9% minority interest in the change in the fair market value of Windset during the period. 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 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 (see Note 2 – Acquisition of O for further information) is determined by utilizing significant unobservable inputs including projected earnings before interest, taxes, depreciation and amortization (“EBITDA”), growth rates and discount rates. As a result, the Company’s contingent consideration liability is categorized as a Level 3 fair value measurement. In determining the fair value of the contingent consideration liability, the Company assumed EBITDA for O would be approximately $6.4 million over the 3 -year earn-out period and applying a discount rate of 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.
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Recently Adopted Pronouncements On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118” ) was issued to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for certain income tax effects of the TCJA. Pursuant to SAB 118, as of May 27, 2018, the Company had not yet completed its accounting for the tax effects of the enactment of the TCJA. The Company’s provision for income taxes for the year ended May 27, 2018 is based in part on its best estimate of the effects of the transition tax and existing deferred tax balances with its understanding of the TCJA and guidance available as of the date of this filing. The Company is still analyzing certain aspects of the TCJA and refining the estimate of the expected reversal of our deferred tax balance. This can potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The Company adopted the provisions of SAB 118 in the third quarter of 2018. Recently Issued Pronouncements to be Adopted Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014 - 09, which creates FASB ASC Topic 606 , Revenue from Contracts with Customers and supersedes ASC Topic 605, Revenue Recognition (“ASU 2014 - 09” ). The guidance replaces industry-specific guidance and establishes a single five -step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. Since its original issuance, the FASB has issued several additional related ASUs to address implementation concerns and to further clarify certain guidance within ASU 2014 - 09. The Company will adopt these updates beginning with the first quarter of fiscal year 2019 and anticipates doing so using the modified retrospective method, which would require a cumulative effect adjustment of initially applying ASU 2014 - 09 recognized at the date or initial application. The Company recently completed its evaluation of the impact of the adoption of ASU 2014 - 09. As a result, the Company has identified the following core revenue streams from its contracts with customers:
| ● | 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 -party consultants to assist in the process. Based upon the Company’s assessment, certain contract manufacturing arrangements within its Biomaterials segment contain termination provisions that, upon final assessment and adoption, may impact the timing of revenue recognition. Additionally, the Company has reviewed historical contracts and other arrangements to identify potential differences that could arise from the adoption of ASU 2014 - 09. Beyond its core revenue streams, and the items listed above, the Company has also evaluated the impact of ASU 2014 - 09 on certain ancillary transactions and other arrangements. As a result of its assessment efforts, the Company does not currently anticipate any material changes to its processes, financial condition, or results of operations upon adoption of ASU 2014 - 09. The Company continues to assess the impact of ASU 2014 - 09, along with industry trends and additional interpretive guidance, on its core revenue streams, and as a result of the continued assessment, the Company may modify its plan to adoption accordingly. Leases In February 2016, the FASB issued ASU 2016 - 02, Leases (Topic 842 ) (“ASU 2016 - 02” ), which requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use-assets. ASU 2016 - 02 also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The Company will adopt ASU 2016 - 02 beginning in the first quarter of fiscal year 2020 on a modified retrospective basis. The Company is currently in the process of evaluating the impact that ASU 2016 - 02 will have upon its consolidated financial statements and related disclosures. 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 meet the definition of a lease; and
| ● | Systems’ readiness evaluations.
As a result of these efforts, the Company currently anticipates that the adoption of ASU 2016 - 02 will have a significant impact on its long-term assets and liabilities, as, at a minimum, virtually all of its leases designated as operating leases in Note 9 – Commitments and Contingencies, are expected to be reported on the consolidated balance sheets. The pattern of recognition for operating leases within the consolidated statements of comprehensive income is not anticipated to significantly change. This change will have no impact on the Company’s ability to meet its loan covenants as the impact from the adoption of ASU 2016 - 02 was taken into consideration when determining its loan covenants. Income Taxes In February 2018, the FASB issued ASU 2018 - 02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income that permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act enacted in December 2017. The standard is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. Hedging In August 2017, the FASB issued ASU 2017 - 12, Targeted Improvements to Accounting for Hedging Activities (ASU 2017 - 12 ), which amends the presentation and disclosure requirements and changes how companies assess effectiveness. The amendments are intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. ASU 2017 - 12 is effective for annual periods beginning after December 15, 2018, including interim periods within those periods. Early application is permitted. The Company is currently assessing the future impact of this update on its consolidated financial statements and related disclosures. Financial Instruments – Credit Losses In June 2016, the FASB issued ASU 2016 - 13, Financial Instruments —Credit Losses (Topic 326 ): Measurement of Credit Losses on Financial Instruments (ASU 2016 - 13 ), which requires the measurement of all expected credit losses for financial assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016 - 13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of ASU 2016 - 13 is not expected to have a material impact on its consolidated financial statements and related disclosures.
Immaterial Error Correction, Policy [Policy Text Block] | Immaterial Error Correction As discussed in Note 12 – Quarterly Consolidated Financial Information (unaudited) , during the fourth quarter of fiscal year 2018, the Company determined that it had incorrectly included certain accrued capital expenditures as cash flows used in investing activities, and therefore, has restated related quarterly information. The Company determined that the error did not have a material impact on the financial statements for fiscal years 2017 and 2016, but has elected to correct the 2017 and 2016 statements of cash flows in the accompanying consolidated financial statements to reflect the immaterial error correction. The corrections resulted in an increase (decrease) in cash provided by operating activities and cash used in investing activities within the 2017 and 2016 consolidated statements of cash flows of $411,000, $( 411,000 ), $( 1.2 ) million, and $1.2 million, respectively. Certain amounts disclosed in the accompanying notes to the financial statements have been revised to reflect the corrections.

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