Basis of Presentation and New Accounting Standards

9 Months Ended

Mar. 30, 2025

Basis of Presentation and New Accounting Standards

Overview

Wolfspeed, Inc. (the Company) is an innovator of wide bandgap semiconductors, focused on silicon carbide materials and devices for power applications. The Company’s product families include silicon carbide materials and power devices targeted for various applications such as electric vehicles, fast charging and renewable energy and storage.

Previously, the Company designed, manufactured and sold radio-frequency (RF) devices. As discussed more fully below in Note 2, “Discontinued Operations,” on December 2, 2023, the Company completed the sale of certain assets comprising its RF product line. The Company classified the results and cash flows of the RF product line as discontinued operations in its consolidated statements of operations and consolidated statements of cash flows for the fiscal year ended June 30, 2024 (fiscal 2024). Unless otherwise noted, discussion within these notes to the consolidated financial statements relates to the Company's continuing operations.

Basis of Presentation

The consolidated financial statements presented herein have been prepared by the Company and have not been audited. In the opinion of management, all normal and recurring adjustments necessary to fairly state the consolidated financial position, results of operations, comprehensive loss, shareholders' equity and cash flows at March 30, 2025, and for all periods presented, have been made. All material intercompany accounts and transactions have been eliminated. The consolidated balance sheet at June 30, 2024 has been derived from the audited financial statements as of that date.

Certain prior period amounts in the accompanying consolidated financial statements and notes have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net loss or shareholders’ equity.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the 2024 Form 10-K). The results of operations for the three and nine months ended March 30, 2025 are not necessarily indicative of the operating results that may be attained for the entire fiscal year ending June 29, 2025 (fiscal 2025).

Liquidity

In accordance with U.S. GAAP, management considers whether there are conditions or events that raise substantial doubt about the Company's ability to continue as a going concern for the twelve months following the issuance date of its financial statements.

As of March 30, 2025, the Company had approximately $6.5 billion of debt obligations, as further discussed in Note 9 "Long-term Debt." Considering the significant amount of the Company’s outstanding indebtedness and related debt service expense, the Company engaged external advisors to assist with the evaluation of a number of strategic alternatives, including a potential out-of-court or in-court capital restructuring. These alternatives include, but are not limited to, restructuring, refinancing or amending the Company’s existing debt, seeking new financing or pursuing asset sales to bolster liquidity. The Company has actively engaged in discussions and negotiations with certain holders of its indebtedness regarding the terms of a potential restructuring with a goal of not impacting its customers, vendors and employees in the ordinary course of business. These discussions and negotiations are ongoing and the terms of any potential restructuring have not been agreed upon by the parties. Notwithstanding the Company’s efforts, there can be no assurance that the Company will reach an agreement on acceptable terms and conditions with respect to a restructuring or other transaction in a timely manner or at all. Any restructuring or other transaction, to which the Company may agree, may be conditioned on a requirement that the transaction be implemented through an in-court solution. Although there can be no assurance that the Company will pursue or successfully complete a restructuring or other transaction, any restructuring or other transaction is expected to be costly, would likely be substantially dilutive to the Company’s existing shareholders and would likely limit the Company’s ability to utilize its net operating loss carry forwards (and/or other nonrefundable tax attributes). The Company’s ability to generate and monetize certain refundable tax credits, such as the Advanced Manufacturing Investment Credits (AMIC), is not anticipated to be limited as a result of any potential strategic alternatives being pursued.

While the Company considers these strategic alternatives, the Company retains sufficient liquidity in the near term, with approximately $1,329.6 million of unrestricted cash and cash equivalents and short-term investments on its unaudited consolidated balance sheet as of March 30, 2025, compared to scheduled debt repayments and debt service costs of $575 million and $322 million, respectively, over the next 12 months. The Company plans to submit for approximately $600 million in cash tax refunds related to the amounts eligible for reimbursement under the AMIC over the next 12 months.

The Company expects that its current operating forecast over the next 12 months will allow the Company to maintain operations and meet its obligations to customers, vendors and employees in the ordinary course of business. However, due to the Company’s ongoing consideration of an in-court restructuring that would result in an event of default during the implementation of that potential solution, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern as of the issuance date, in accordance with the requirements of ASC 205-40, “Presentation of Financial Statements – Going Concern.”

The accompanying unaudited consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for twelve months following the date of this filing. Accordingly, the accompanying unaudited consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Summary of Significant Accounting Policies

There were no material changes to the Company's significant accounting policies during the nine months ended March 30, 2025 compared to the significant accounting policies described in the Company's fiscal 2024 Form 10-K.

Financial Statement Details

Accounts Receivable, net


(in millions of U.S. Dollars)	March 30, 2025	June 30, 2024
Billed trade receivables	$161.4	$143.3
Unbilled contract receivables	2.4	3.5
Royalties	1.5	1.3
	165.3	148.1

Allowance for bad debts	(0.7)	(0.7)
Accounts receivable, net	$164.6	$147.4

Inventories


(in millions of U.S. Dollars)	March 30, 2025	June 30, 2024
Raw material	$150.9	$138.7
Work-in-progress	304.3	290.5
Finished goods	3.9	11.5
Inventories	$459.1	$440.7

Other Current Assets


(in millions of U.S. Dollars)	March 30, 2025	June 30, 2024
Reimbursement receivable on long-term incentive agreement	$33.1	$85.8
Assets held for sale(1)	83.2	—
MACOM Shares(2)	70.1	—









Other	63.1	94.5
Other current assets	$249.5	$180.3
(1): During the third quarter of fiscal 2025, the Company determined three facilities met the held-for-sale criteria under Accounting Standards Codification (ASC) 360. The assets included in each of the disposal groups were measured at the lower of their carrying value or fair value less costs to sell.
(2): Refer to Note 2, "Discontinued Operations," and Note 7, "Fair Value of Financial Instruments," to the consolidated financial statements included herein for additional information.

Assets Held for Sale

The Company classifies an asset as held for sale when all of the criteria set forth in the Accounting Standards Codification (ASC) Topic 360: Property, Plant and Equipment ("ASC 360") have been met. The criteria are as follows: (i) management, having the authority to approve the action, commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; (iii) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (iv) the sale of the property is probable and is expected to be completed within one year; (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. At the time the Company classifies a property as held for sale, the Company ceases recording depreciation and amortization. A property classified as held for sale is measured and reported at the lower of its carrying amount or its estimated fair value less cost to sell.

As of March 30, 2025, the Company recorded $83.2 million in assets held for sale included within other current assets on the consolidated balance sheet and an immaterial loss was recorded in Loss on disposal or impairment of long-lived assets within the accompanying consolidated statement of operations. The assets held for sale consisted of three properties including buildings, building improvements and land of idled properties located in Farmer's Branch, Texas and Durham, North Carolina and the Company's property located in Research Triangle Park, North Carolina (the RTP Facility). The disposal of properties classified as held for sale does not represent a strategic shift that has (or will have) a major effect on our operations or financial results and therefore does not meet the criteria for classification as a discontinued operation. The sale of the assets is expected to occur within the next twelve months.

Investment Tax Credit Receivable

The Company is eligible for AMIC in connection with ongoing expansion projects. The AMIC is a refundable federal tax credit provided under Internal Revenue Code Section 48D, which was enacted by the United States CHIPS and Science Act of 2022 (the CHIPS Act). In the third quarter of fiscal 2025, the Company received $192.1 million in cash tax refunds related to its fiscal 2023 and fiscal 2024 federal tax filings, inclusive of $5.6 million of interest income. As of March 30, 2025, the Company has recorded a short-term and long-term receivable of $586.2 million and $133.5 million, respectively, and the Company has reduced property and equipment, net by $906.2 million as a result of expected proceeds under the AMIC.

Accounts Payable and Accrued Expenses


(in millions of U.S. Dollars)	March 30, 2025	June 30, 2024
Accounts payable, trade	$59.3	$53.0
Accrued property and equipment	219.4	366.0
Accrued salaries and wages	72.3	64.2
Accrued expenses	41.6	40.4

Accounts payable and accrued expenses	$392.6	$523.6

Other Current Liabilities


(in millions of U.S. Dollars)	March 30, 2025	June 30, 2024
Accrued interest	$51.8	$7.3
RF Supply Agreement Liabilities(1)	75.6	47.0
Other	52.3	23.6
Other current liabilities	$179.7	$77.9
(1): Refer to Note 2, "Discontinued Operations," to the consolidated financial statements included herein for additional information.

Other Operating Expense


	Three months ended		Nine months ended
(in millions of U.S. Dollars)	March 30, 2025	March 31, 2024	March 30, 2025	March 31, 2024


Legal settlements	$17.0	—	$17.0	—
Restructuring and other exit costs	10.0	$—	$95.0	$—

Executive severance costs	—	—	1.4	—
Project, transformation and transaction costs	6.8	5.3	20.6	12.5
Other	—	—	1.4	—
Other operating expense	$33.8	$5.3	$135.4	$12.5

Accumulated Other Comprehensive Loss, net of taxes

Accumulated other comprehensive loss, net of taxes, consisted of $4.4 million and $11.6 million of net unrealized losses on available-for-sale securities as of March 30, 2025 and June 30, 2024, respectively. Amounts for both periods include a $2.4 million loss related to tax on unrealized loss on available-for-sale securities.

Non-Operating Expense, net


	Three months ended		Nine months ended
(in millions of U.S. Dollars)	March 30, 2025	March 31, 2024	March 30, 2025	March 31, 2024
Interest income	(19.4)	(30.1)	(58.6)	(108.9)
Interest expense, net of capitalized interest	85.4	59.5	230.4	185.5
Loss on customs matter(1)	—	7.7	—	7.7
Loss on Wafer Supply Agreement	—	6.9	9.2	20.4
Unrealized loss (gain) on equity investment	24.9	(1.9)	9.2	(7.3)
Other, net	—	0.3	1.7	1.3
Non-operating expense, net	$90.9	$42.4	$191.9	$98.7

(1) In the third quarter of fiscal 2024, the Company accrued a liability for payment of customs duties totaling approximately $7.7 million for alleged undervalued duties related to transactions by the Company's former Lighting Products business unit from 2012 to 2017.

Statements of Cash Flows - non-cash activities


	Nine months ended
(in millions of U.S. Dollars)	March 30, 2025	March 31, 2024
Decrease in property, plant and equipment from investment tax credit receivables	$264.5	$348.0
Decrease in property, plant and equipment from long-term incentive related receivables	—	107.3

Proceeds on sale of business received in U.S. corporation common stock	—	60.8
Receivables in connection with short-term investment maturities	—	15.0
Decrease in property, plant and equipment from insurance receivable	—	2.2
Lease asset and liability additions	35.2	1.8
Lease asset and liability modifications, net	2.9	0.9
Lease asset impairment	(4.8)	—
Commitment fee payable for 2030 Senior Notes	15.2	—

Recently Adopted Accounting Pronouncements

None.

Accounting Pronouncements Pending Adoption

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Segment Reporting Disclosures, to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. In addition, this amendment will require annual disclosures to be provided on an interim basis. These disclosures are also required for entities with a single reportable segment. The amendments require retrospective application to all periods presented. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Tax Disclosures, which requires disaggregated information about an entity’s income tax rate reconciliation as well as information regarding cash taxes paid both in the United States and foreign jurisdictions. The amendments should be applied prospectively, with retrospective application permitted. The amendments are effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impacts of adopting this guidance on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Disaggregation of Income Statement Expenses, to require additional disclosures of certain amounts included in the expense captions presented on the Statement of Operations as well as disclosures about selling expenses. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impacts of adopting this guidance on its financial statement disclosures.