Note 2 – Discontinued Operations

On March 14, 2019, the Company entered into a Purchase Agreement (the Purchase Agreement) with IDEAL. The transaction, is targeted to close by the end of Cree's fiscal year 2019, subject to customary closing conditions and governmental approvals.

Pursuant to the Purchase Agreement, the Company will sell to IDEAL, and IDEAL will purchase from the Company, certain manufacturing facilities and equipment, inventory, intellectual property rights, contracts, and real estate of the Company comprising the Company’s Lighting Products business unit, which includes the LED lighting fixtures, lamps and corporate lighting solutions business for commercial, industrial and consumer applications, and all of the issued and outstanding equity interests of E-conolight LLC (E-conolight), Cree Canada Corp. and Cree Europe S.r.l. (collectively the Lighting Products business), IDEAL will also assume certain liabilities related to the Lighting Products business. The Lighting Products business represented all of the Lighting Products segment disclosed in our historical financial statements.

The aggregate consideration paid for the Lighting Products business will consist of $225 million in cash, which is subject to certain adjustments, and an earnout payment subject to the future performance of the Lighting Products business. In connection with the transaction, the Company and IDEAL will also enter into certain ancillary and related agreements, including (i) an Intellectual Property Assignment and License Agreement, which will assign to IDEAL certain intellectual property owned by the Company and license to IDEAL certain additional intellectual property owned by the Company; (ii) a Transition Services Agreement, which is designed to ensure a smooth transition of the Lighting Products business to IDEAL; (iii) an LED Supply Agreement, pursuant to which the Company will supply IDEAL with certain LED chip and component products for three years; and, (iv) a Real Estate License Agreement, which will allow IDEAL to use certain premises owned by the Company to conduct the Lighting Products business after closing.

The Company has classified the results of the Lighting Products business as discontinued operations in the Company’s consolidated statements of (loss) income for all periods presented. The Company ceased recording depreciation and amortization of long-lived assets of the Lighting Products business upon classification as discontinued operations in March 2019. 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 March 31, 2019 are classified as current in the consolidated balance sheet as the Company expects the transaction to close and proceeds to be collected within one year.

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



	Three Months Ended						Nine Months Ended
	March 31, 2019			March 25, 2018			March 31, 2019			March 25, 2018
Revenue, net		$109,386			$130,759			$376,008			$425,100
Cost of revenue, net	82,490			106,564			287,553			347,037
Gross profit	26,896			24,195			88,455			78,063
Total operating expenses	231,937			286,717			306,350			366,375
Non-operating income	197			348			497			1,068
Loss from discontinued operations before income taxes	(204,844		)	(262,174		)	(217,398		)	(287,244		)
Income tax expense (benefit)	576			(31,804		)	687			(28,177		)
Loss from discontinued operations, net of income taxes		($205,420	)		($230,370	)		($218,085	)		($259,067	)

Additionally, the Company recorded a $197.6 million impairment charge on assets held for sale, which includes goodwill of $90 million, for the three and nine months ended March 31, 2019 and a $247.5 million goodwill impairment charge for the three and nine months ended March 25, 2018.

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



	March 31, 2019			June 24, 2018
Assets Held for Sale
Accounts receivable, net		$59,929			$67,477
Prepaid and other current assets	7,264			11,059
Income tax receivable	494			449
Inventories	143,104			144,379
Property and equipment, net	71,226			72,246
Deferred tax assets	538			685
Intangible assets, net	133,358			174,239
Goodwill	—			90,326
Other long term assets	203			196
Valuation allowance on disposal group	(75,334		)	—
Total Assets Held for Sale*		$340,782			$561,056

Liabilities Held for Sale
Accounts payable		$34,201			$45,953
Accrued salaries and wages	18,661			11,581
Other accrued liabilities	21,122			24,248
Income tax payable	—			271
Other long term liabilities	16,371			21,505
Total Liabilities Held for Sale*		$90,355			$103,558

*Amounts in the June 24, 2018 column are classified as current and long-term in the consolidated balance sheet.

The following table presents the cash flow of the Lighting Products business unit (in thousands):



	Nine Months Ended
	March 31, 2019			March 25, 2018
Net cash provided by discontinued operating activities		$9,294			$49,047
Net cash used in discontinued investing activities	(15,356		)	(12,577		)