Discontinued Operations

9 Months Ended

Mar. 30, 2025

Discontinued Operations and Disposal Groups [Abstract]

RF Business Divestiture

On December 2, 2023 (the RF Closing), the Company completed the sale of its RF product line (the RF Business) to MACOM Technology Solutions Holdings, Inc. (MACOM) pursuant to the terms of the previously reported Asset Purchase Agreement (the RF Purchase Agreement). Pursuant to the RF Purchase Agreement, the Company received approximately $75 million in cash and 711,528 shares of MACOM common stock (the MACOM Shares).

In connection with the divestiture of the RF Business (the RF Business Divestiture), MACOM will assume control of the Company’s 100mm gallium nitride (GaN) wafer fabrication facility in Research Triangle Park, North Carolina (the RTP Fab) approximately two years following the RF Closing (the RTP Fab Transfer). The RTP Fab Transfer will occur in the future to accommodate the Company’s relocation of certain production equipment currently located in the RTP Fab to its fabrication facility in Durham, North Carolina. Prior to the RTP Fab Transfer, the MACOM Shares are subject to restrictions on transfer. The Company will forfeit one-quarter of the MACOM Shares if the RTP Fab Transfer has not occurred by the fourth anniversary of the RF Closing.

The Company and MACOM also entered into certain ancillary and related agreements, including (i) an Intellectual Property Assignment and License Agreement, which assigned to MACOM certain intellectual property owned by the Company and its affiliates and licensed to MACOM certain additional intellectual property owned by the Company, (ii) a Transition Services Agreement (the RF TSA), pursuant to which the Company provides MACOM certain limited transition services following the RF Closing, (iii) a Master Supply Agreement, pursuant to which the Company will continue to operate the RTP Fab and supply MACOM with Epi-wafers and fabrication services (the RF Master Supply Agreement) through the date on which the RTP Fab Transfer is complete (the RTP Fab Transfer Date), (iv) a Long-Term Epi Supply Agreement (the Long-Term Epi Supply Agreement), pursuant to which MACOM will purchase from the Company Epi-wafers from the RTP Fab Transfer Date until the fifth anniversary of the RTP Fab Transfer Date, (v) an Epi Research and Development Agreement, pursuant to which the Company will provide MACOM certain research and development activities and other technical manufacturing support services related to the RF Business during the period between the RF Closing and expiration of the Long-Term Epi Supply Agreement, and (vi) a Real Estate License Agreement (the RF RELA), which allows MACOM to use certain portions of the RTP Fab to conduct the RF Business through the RTP Fab Transfer Date. In connection with the sale of the RTP Facility, an affiliate of MACOM is expected to enter into a Lease Agreement with the purchaser of the RTP Facility and the Company will enter into a Sublease Agreement with the MACOM lessor, which will allow Wolfspeed to lease the premises of the RTP Fab until the RTP Fab Transfer Date (except for the portion covered by the RF RELA, which MACOM will retain).

Because the RF Business Divestiture represented a strategic shift that had and will continue to have a major effect on the Company’s operations and financial results, the Company classified the results of the RF Business as discontinued operations in the Company’s consolidated statements of operations for fiscal 2024. The Company ceased recording depreciation and amortization of long-lived assets that conveyed in the RF Purchase Agreement upon classification as discontinued operations in August 2023.

The following table presents the financial results of the RF Business as loss from discontinued operations, net of income taxes in the Company's consolidated statements of operations:


	Nine months ended
(in millions of U.S. Dollars)		March 31, 2024
Revenue, net		$59.6
Cost of revenue, net		68.7
Gross profit (loss)		(9.1)
Operating expenses:
Research and development		30.5
Sales, general and administrative		13.9
Amortization of intangibles		1.5

Loss on disposal of assets		0.3
Other operating expense		24.3


Loss before income taxes and loss on sale		(79.6)
Loss on sale		204.0
Loss before income taxes		(283.6)
Income tax expense		7.0
Net loss		($290.6)

At the inception of the RF Master Supply Agreement, the Company recorded a supply agreement liability of $95.0 million, of which $34.3 million and $67.0 million was outstanding as of March 30, 2025 and June 30, 2024, respectively. The supply agreement liability is recognized in other current liabilities on the consolidated balance sheet as of March 30, 2025 and in other current liabilities and other long-term liabilities on the consolidated balance sheet as of June 30, 2024. A receivable of $6.5 million and $4.6 million in connection with the RF Master Supply Agreement is included in other current assets in the consolidated balance sheet as of March 30, 2025 and June 30, 2024, respectively.

Additionally, the Company recorded a supply agreement liability of $58.0 million for the Long-Term Epi Supply Agreement, which is recognized in other current liabilities and other long-term liabilities on the consolidated balance sheet as of March 30, 2025 and in other long-term liabilities on the consolidated balance sheet as of June 30, 2024. The Company recorded a liability of $38.0 million for the future transfer of assets in connection with the RTP Fab Transfer. This liability is recognized in other current liabilities on the consolidated balance sheet as of March 30, 2025 and in other long-term liabilities on the consolidated balance sheet as of June 30, 2024.

LED Business Divestiture

On March 1, 2021, the Company completed the sale of certain assets and subsidiaries comprising its former LED Products segment (the LED Business) to SMART Global Holdings, Inc. (SGH) and its wholly owned subsidiary CreeLED, Inc. (CreeLED and collectively with SGH, SMART) (the LED Business Divestiture) pursuant to the terms of the Asset Purchase Agreement (the LED Purchase Agreement), dated October 18, 2020, as amended.

In connection with the closing of the LED Business Divestiture, the Company and CreeLED also entered into certain ancillary and related agreements, including a Wafer Supply and Fabrication Services Agreement (the Wafer Supply Agreement), pursuant to which the Company supplied CreeLED with certain silicon carbide materials and fabrication services. In fiscal 2024, the Company entered into an amendment to the Wafer Supply Agreement to terminate the agreement as of September 30, 2024.

For the three and nine months ended March 30, 2025, the Company recognized a net loss of $0.0 million and $9.2 million, respectively, in non-operating expense, net related to the Wafer Supply Agreement. For the three and nine months ended March 31, 2024, the Company recognized a net loss of $6.9 million and $20.4 million, respectively, in non-operating expense, net related to the Wafer Supply Agreement.