Discontinued Operations

3 Months Ended

Sep. 25, 2016

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Note 2 – Discontinued Operations

On July 13, 2016, the Company executed an Asset Purchase Agreement (the APA) with Infineon. The transaction, which was approved by both the Company’s Board of Directors and Infineon’s Supervisory Board, is expected to close by the end of calendar year 2016, subject to customary closing conditions and governmental approvals.

Pursuant to the APA, the Company will sell to Infineon, and Infineon will (i) purchase from the Company (a) the assets comprising the Company’s Power and RF Products segment, including manufacturing facilities and equipment, inventory, intellectual property rights, contracts, real estate, and the outstanding equity interests of Cree Fayetteville, Inc, one of the Company’s wholly-owned subsidiaries, and (b) certain related portions of the Company’s SiC materials and gemstones business previously included within the LED Products segment and (ii) assume certain liabilities related to the Wolfspeed business. The Company will retain certain liabilities associated with the Wolfspeed business arising prior to the closing of the transaction. Infineon is expected to hire most of the Company’s approximately 564 Wolfspeed employees either at the closing of the transaction or following a transition period.

The purchase price for the Wolfspeed business will be $850 million in cash, which is subject to certain adjustments. In connection with the transaction, the Company and Infineon will also enter into certain ancillary and related agreements, including (i) an intellectual property assignment and license agreement, which will assign to Infineon certain intellectual property owned by the Company and license to Infineon certain additional intellectual property owned by the Company, (ii) a transition services agreement, which is designed to ensure a smooth transition of the Wolfspeed business to Infineon, and (iii) a wafer supply agreement, pursuant to which the Company will supply Infineon with silicon carbide wafers and silicon carbide boules for a transitional period of time.

The APA contains customary representations, warranties and covenants, including covenants to cooperate in seeking regulatory approvals, as well as the Company’s agreement to not compete with the Wolfspeed business for five years following the closing of the transaction and to indemnify Infineon for certain damages that Infineon may suffer following the closing of the transaction.

Infineon's obligation to purchase the Wolfspeed business is subject to the satisfaction or waiver of a number of conditions set forth in the APA, including regulatory approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and certain similar non-U.S. regulations, the approval of the Committee on Foreign Investment in the United States and other customary closing conditions. The APA provides for customary termination rights of the parties and also provides that in the event the APA is terminated for certain specified regulatory-related circumstances, Infineon may be required to pay the Company a termination fee ranging from $12.5 million to $42.5 million.

The Company has classified the results of the Wolfspeed business as discontinued operations in the Company’s consolidated statements of income (loss) for all periods presented. The Company ceased recording depreciation and amortization of long-lived assets of the Wolfspeed business upon classification as discontinued operations in July 2016. Additionally, the related assets and liabilities associated with the discontinued operations are classified as held for sale in the consolidated balance sheets. The assets and liabilities held for sale as of September 25, 2016 are classified as current in the consolidated balance sheet as the Company expects the transaction to close within one year.

The following table presents the financial results of the Wolfspeed business as income from discontinued operations, net of income taxes in the Company's consolidated statements of income (loss) (in thousands):

	Three Months Ended
	September 25, 2016		September 27, 2015
Revenue, net		$49,902		$43,939
Cost of revenue, net	26,314		20,548
Gross profit	23,588		23,391
Total operating expenses	18,654		21,514
Income from discontinued operations before income taxes	4,934		1,877
Income tax expense	1,510		630
Income from discontinued operations, net of income taxes		$3,424		$1,247

The following table presents the assets and liabilities related to the Wolfspeed business held for sale (in thousands):

	September 25, 2016		June 26, 2016
Assets Held For Sale
Accounts receivable, net		$28,794		$26,839
Prepaid and other Current Assets	1,491		1,369
Inventories	19,005		21,871
Property and equipment, net	224,773		214,934
Intangible assets, net	44,352		43,409
Goodwill	100,769		100,769
Total Assets Held for Sale*		$419,184		$409,191
Liabilities Held for Sale
Accounts payable		$12,470		$9,477
Accrued salaries and wages	3,740		4,514
Other accrued liabilities	2,173		971
Other long term liabilities	—		1,850
Total Liabilities Held for Sale*		$18,383		$16,812

*Amounts in the June 26th, 2016 column are classified as current and long-term in the consolidated balance sheet.

The following table presents the cash flow of the Wolfspeed business (in thousands):

	Three Months Ended
	September 25, 2016		September 27, 2015
Net cash provided by discontinued operating activities		$9,138		$12,868
Net cash used in discontinued investing activities		$12,507		$53,049