201 2 A NNUAL R EP O RT
INNOVATION REVOLUTION ADOPTION
LED L IGHT IN G A DO PT IO N IS ACCELE RATI NG .
WH ERE T HER E’S L ED LIGH T, T HE RE ’S CR EE .
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深圳机荷高速公路
Cape Town, South Africa
Pittsburgh, PA, USA
Queensland, Australia
Parma, Italia
Amsterdam, Nederland
新加坡
Noblesville, IN, USA
www.cree.co m
2012
L E T T E R T O T H E S H A R E H O L D E R S
C O R P O R A T E I N F O R M A T I O N
2012
Dear Shareholders,
In fiscal 2012 Cree demonstrated again that our strategy of innovation—developing
Applying our technology to deliver more efficient products that pay for themselves is
new products that deliver real economic and competitive value to our customers—
not limited to LED lighting. In the Power product line, our MOSFET and Schottky
works even in a tough market. By focusing on innovation and driving LED lighting
technologies can bring new heights of efficiency to high-power applications, such as
adoption, we produced solid results despite a challenging global economy and a very
electrical inverters, power supplies and motor drives. In this way, Cree is also poised to
competitive LED market cycle. For the year, revenue increased 18% to $1.2 billion.
revolutionize power generation, distribution and electric-powered transportation.
We made progress on all three of our key objectives for fiscal 2012:
As we look to the year ahead, we are focused on four key areas to grow our business:
• We continued to lead the market and drive LED lighting adoption by delivering
ground-breaking LED and lighting products. With our new SC3 TechnologyTM next
generation LED platform, we doubled the lumens per dollar of our new XLamp® LEDs.
We extended our LED lighting products to new applications, with new levels of
performance and faster payback. With the integration of Ruud Lighting, we created a
market leader in both indoor and outdoor LED lighting.
• We gained scale throughout the year in terms of people, technology and product
breadth. We continued to win new designs, open new lighting applications and deliver
solid results through a combination of cost reductions, productivity improvements
and new products. We delivered financial results in our LED product line that
demonstrated the strength of our approach versus that of our competitors.
• Our continued focus on Power and RF product innovation led to the market launch of
the world’s first fully qualified, commercially available silicon carbide MOSFET.
At Cree, our intense focus on innovation continues to help us redefine what is possible.
With technology breakthroughs, we create new products that are revolutionizing
• Accelerate the adoption of LED lighting and increase sales of our indoor and outdoor
lighting products.
• Drive growth in our LED components product line and business by leveraging our
new SC3 Technology LED platform into a range of new products.
• Exploit our technology lead in Power and RF and unlock a new generation of
applications for these products.
• Translate our product innovation into revenue and profit growth.
The fundamental drivers of our business remain strong. We have a track record of
developing market-changing new products, and our pipeline of new ideas is growing.
Global demand for electricity, its price and the costs to produce it continue to increase
around the world. Our products and technologies offer real and present solutions,
driving tremendous opportunity for our company and our shareholders. We are focused
on remaining the innovation leader, taking advantage of this business opportunity by
enabling our customers to realize the benefits of Cree LED, Power and RF technologies.
markets. As we launch products that deliver ever-increasing lumens per dollar, we
On behalf of the board of directors, our management and our employees, we thank you
enable our customers to realize the primary benefit of LED lighting: better light that pays
for your continued support.
for itself through energy and maintenance savings.
While we are proud of what we’ve accomplished in LED lighting and the paybacks we
have achieved, we believe it is just the beginning. Through ongoing innovation, we can
close the initial price gap with conventional lighting, driving ever-faster payback—
eventually resulting in LED lighting products at price parity or even lower. The power of
innovation and our passion for improving the economics of LED lighting is how we plan
to make it available and affordable to all.
Five years ago I wrote to you that, through the LED revolution, Cree would “wake the
sleepy lighting industry from its century-old slumber.” It is now clear that what was then
a bold idea, from a little-known technology company, has turned out to be visionary
foresight that has established Cree as the leader in LED lighting and changed the
industry forever. We are determined to build on this momentum and drive adoption by
continuing our product and technology leadership, investing in marketing to promote
our brand and expanding our sales channels to access a wider audience of potential
customers.
Board of Directors
Clyde R. Hosein
CFO
Marvell Technology Group Ltd.
Robert A. Ingram
General Partner
Hatteras Venture Partners
Franco Plastina
President
Arc & Company, LLC
Alan J. Ruud
Vice Chairman - Lighting
Cree, Inc.
Charles M. Swoboda
Chairman and CEO
Cree, Inc.
Robert L. Tillman
Retired CEO
Lowe’s Companies, Inc.
Harvey A. Wagner
Managing Principal
H.A. Wagner Group LLC
Thomas H. Werner
CEO
SunPower Corporation
Corporate Headquarters
Cree, Inc.
4600 Silicon Drive
Durham, NC 27703-8475
Phone: 919.407.5300
Fax: 919.407.5615
www.cree.com
Independent Auditor
Ernst & Young LLP
Raleigh, NC
Transfer Agent and Registrar
American Stock Transfer & Trust Company
56 Maiden Lane, Plaza Level
New York, NY 10038
Phone: 800.937.5449
www.amstock.com
Investor Relations
Raiford Garrabrant
Phone: 919.407.7895
Additional investor materials may be obtained without
charge by contacting Investor Relations.
Annual Meeting of Shareholders
The annual meeting of shareholders will be held on
Oct. 23, 2012, at 10 a.m. at the company’s offices located
at 4600 Silicon Drive, Durham, NC.
Additional Information
The company’s stock is traded on the NASDAQ Global
Select Market and is quoted under the symbol “CREE”.
Executive Officers
Charles M. Swoboda
Chairman and Chief Executive Officer
Michael E. McDevitt
Vice President and Interim Chief Financial Officer
Norbert W.G. Hiller
Executive Vice President - LEDs
Tyrone D. Mitchell, Jr.
Executive Vice President - Lighting
Chuck Swoboda
Chuck
Chuck Swoboda
Chuck Swoboda
and
Chairman and
and CEO
Chairman and CEO
CEO
Chairman
Chairman and
Cree®, the Cree® logo, XLamp®, Ruud Lighting®, BetaLED®, LEDway®, E-conolight®, Kramer Lighting®, and Beta/Kramer® are registered
trademarks and Beta Lighting™ and SC3 Technology™ are trademarks of Cree, Inc. or one of its subsidiaries.
10-K Polaroids OUTLINED GD PDFX 9.4.12.pdf 1 9/4/12 6:01 PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
(Mark One)
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 24, 2012
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-21154
________________________________
CREE, INC.
(Exact name of registrant as specified in its charter)
North Carolina
(State or other jurisdiction of
incorporation or organization)
4600 Silicon Drive
Durham, North Carolina
(Address of principal executive offices)
56-1572719
(I.R.S. Employer
Identification No.)
27703
(Zip Code)
(919) 407-5300
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.00125 par value
Name of each exchange on which registered
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No
The aggregate market value of common stock held by non-affiliates of the registrant as of December 23, 2011, the last business day of the registrant’s
most recently completed second fiscal quarter, was $2,472,345,957 (based on the closing sale price of $21.66 per share).
The number of shares of the registrant’s Common Stock, $0.00125 par value per share, outstanding as of August 14, 2012 was 115,953,015.
________________________________
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held October 23,
2012 are incorporated by reference into Part III.
CREE, INC.
FORM 10-K
For the Fiscal Year Ended June 24, 2012
INDEX
Part I
Item 1.
Business..........................................................................................................................................................
Item 1A.
Risk Factors....................................................................................................................................................
Item 1B.
Unresolved Staff Comments ..........................................................................................................................
Item 2.
Properties........................................................................................................................................................
Item 3.
Legal Proceedings ..........................................................................................................................................
Item 4.
Mine Safety Disclosures.................................................................................................................................
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.....................................................................................................................................................
Item 6.
Selected Financial Data ..................................................................................................................................
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.........................
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk .......................................................................
Item 8.
Financial Statements and Supplementary Data ..............................................................................................
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ........................
Item 9A.
Controls and Procedures.................................................................................................................................
Item 9B.
Other Information...........................................................................................................................................
Part III
Item 10.
Directors, Executive Officers and Corporate Governance.............................................................................
Item 11.
Executive Compensation................................................................................................................................
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters......
Item 13.
Certain Relationships and Related Transactions, and Director Independence...............................................
Item 14.
Principal Accountant Fees and Services.........................................................................................................
PART IV
Item 15.
Exhibits and Financial Statement Schedules..................................................................................................
SIGNATURES. .................................................................................................................................................................
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Forward-Looking Information
Information set forth in this Annual Report on Form 10-K contains various “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange
Act of 1934, as amended (Exchange Act). All information contained in this report relative to future markets for our products
and trends in and anticipated levels of revenue, gross margins and expenses, as well as other statements containing words such
as “believe,” “project,” “may,” “will,” “anticipate,” “target,” “plan,” “estimate,” “expect” and “intend” and other similar
expressions constitute forward-looking statements. These forward-looking statements are subject to business, economic and
other risks and uncertainties, both known and unknown, and actual results may differ materially from those contained in the
forward-looking statements. Any forward-looking statements we make are as of the date made, and except as required under the
U.S. federal securities laws and the rules and regulations of the Securities and Exchange Commission (SEC), we disclaim any
obligation to update them if our views later change. These forward- looking statements should not be relied upon as
representing our views as of any date subsequent to the date of this Annual Report. Examples of risks and uncertainties that
could cause actual results to differ materially from historical performance and any forward-looking statements include, but are
not limited to, those described in “Risk Factors” in Item 1A of this Annual Report.
3
Item 1. Business
Overview
PART I
Cree, Inc. (Cree, we, our, or us) is a leading innovator of lighting-class light emitting diode (LED) products, lighting
products and semiconductor products for power and radio-frequency (RF) applications. Our products are targeted for
applications such as indoor and outdoor lighting, video displays, transportation, electronic signs and signals, power supplies,
solar inverters and wireless systems.
We develop and manufacture semiconductor materials and devices primarily based on silicon carbide (SiC), gallium
nitride (GaN) and related compounds. The physical and electronic properties of SiC and GaN offer technical advantages over
traditional silicon, gallium arsenide (GaAs) and other materials used for electronic and opto-electronic applications.
Our LED products consist of LED components, LED chips, and SiC wafers. As LED technology improves, we believe
the potential market for LED lighting will continue to expand. Our success in selling LED products depends upon our ability to
offer innovative products and solutions that enable our customers to develop and market LED based products that successfully
compete and drive LED adoption against traditional lighting products.
Our lighting products consist of both LED and traditional lighting systems. We design, manufacture and sell lighting
systems for indoor and outdoor applications, with our primary focus on LED lighting systems for the commercial and industrial
markets. We also use our LED systems expertise to accelerate LED lighting adoption and expand the market for our LED
components.
In addition, we develop, manufacture and sell power and RF devices. Our power products are made from SiC and
provide faster switching speeds than comparable silicon-based power devices for a given power level. Our RF devices are
made from GaN and produce higher power densities as compared to silicon or gallium arsenide.
The majority of our products are manufactured at our production facilities located in North Carolina, Wisconsin, and
China. We also use contract manufacturers for certain aspects of product fabrication, assembly and packaging. We operate
research and development facilities in North Carolina, California, Wisconsin, and China.
Cree, Inc. is a North Carolina corporation established in 1987. For further information about our consolidated revenues
and earnings, please see our consolidated financial statements included in Item 8 of this Annual Report.
Reportable Segments
As of June 24, 2012, we have three reportable segments:
• LED Products
• Lighting Products
•
Power and RF Products
Reportable segments are components of an entity that have separate financial data that the entity’s Chief Operating Decision
Maker (CODM) regularly reviews when allocating resources and assessing performance. Our CODM is the Chief Executive
Officer.
For financial results by reportable segment, please refer to Note 13, “Reportable Segments” in our consolidated financial
statements included in Item 8 of this Annual Report.
Products by Reportable Segment
LED Products Segment
LED Products revenue represented 65%, 82% and 86% of revenue for the fiscal years ended June 24, 2012, June 26, 2011
and June 27, 2010, respectively. LED Products gross profit was $290.6 million, $375.4 million and $379.8 million and gross
margin was 38%, 46%, and 51% for fiscal years 2012, 2011, and 2010, respectively.
Our LED Products segment includes LED chips, LED components, and SiC wafers.
4
LED Chips
Our LED chip products include blue and green LED chips based on GaN and related materials. LED chips or die are solid
state electronic components used in a number of applications and are currently available in a variety of brightness levels,
wavelengths (color) and sizes. We use our LED chips in the manufacturing of our LED components. Some of our customers
use our blue and green LED chips in a variety of applications including video screens, gaming displays such as pachinko,
function indicator lights and automotive backlights. Other customers combine our blue LED chips with phosphors to create
white LEDs, which are used in various applications for indoor and outdoor illumination and backlighting, full-color display
screens, liquid crystal display (LCD) backlighting, white keypads and the camera flash function.
LED Components
Our LED components include a range of packaged LED products from our XLamp® LED components and LED modules
for lighting applications to our high brightness LED components.
Our XLamp LED components and LED modules are lighting class packaged LED products designed to meet a broad
range of market needs for lighting applications including general illumination (both indoor and outdoor applications), portable,
architectural, signal and transportation lighting. We also use our XLamp LED components in our lighting products.
Our high brightness LED components consist of surface mount (SMD) and through-hole packaged LED products. Our
SMD LED component products are available in a full range of colors designed to meet a broad range of market needs,
including video, signage, general illumination, transportation, gaming and specialty lighting. Our through-hole packaged LED
component products are available in a full range of colors primarily designed for the signage market and provide users with
color and brightness consistency across a wide viewing area.
SiC Wafers
Our SiC wafers are targeted for customers who use the wafers to manufacture products for optoelectronics, RF, power
switching and other applications. Corporate, government and university customers also buy SiC materials for research and
development directed at optoelectronics, RF, and high power devices. We sell our wafers as a bare wafer or with epitaxial films
of SiC or GaN materials.
Lighting Products Segment
Lighting Products revenue represented 29%, 8%, and 5% of our revenues for the fiscal years ended June 24,
2012, June 26, 2011 and June 27, 2010, respectively. Lighting Products gross profit was $103.4 million, $23.7 million and
$12.0 million and gross margin was 31%, 29%, and 28% for fiscal years 2012, 2011, and 2010, respectively.
Our Lighting Products segment consists of both LED and traditional lighting systems. Our portfolio of lighting products
is designed for use in such settings as office and retail space, restaurants and hospitality, schools and universities,
manufacturing, healthcare, airports, municipal, residential, street lighting and parking structures, among other applications.
During fiscal 2012, we expanded into outdoor lighting through our acquisition of Ruud Lighting, Inc. (“Ruud Lighting”),
a leader in outdoor LED lighting. Ruud Lighting added an extensive array of outdoor LED-lighting products to our existing
portfolio, including the BetaLED® and LEDway® brands. As part of this acquisition, we also obtained traditional lighting
brands, including Ruud Lighting® Direct, E-conolight®, Kramer Lighting®, Beta/Kramer® and Beta Lighting™.
Power and RF Products Segment
Power and RF Products revenue represented 6%, 10%, and 9% of our revenues for the fiscal years ended June 24,
2012, June 26, 2011 and June 27, 2010, respectively. Power and RF Products gross profit was $32.1 million, $49.8 million and
$34.4 million and gross margin was 44%, 51%, and 44% for fiscal years 2012, 2011, and 2010, respectively.
Our Power and RF Products segment includes power devices and RF devices.
Power Devices
Our SiC-based power products include 600, 1,200 and 1,700-volt Schottky diodes as well as 1200-volt SiC metal
semiconductor field-effect transistors (MOSFETs). Our customers purchase our power products for use in power factor
correction circuits for power supplies used in computer servers, solar inverters and other applications. We are developing
additional SiC-based power devices that could have a number of potential uses in applications for power conditioning, solar
inverters, power supplies and motor controls.
5
RF Devices
Our RF products include a variety of GaN high electron mobility transistors (HEMTs) and monolithic microwave
integrated circuits (MMICs), which are optimized for either military or commercial applications. We also provide foundry
services for wide bandgap MMICs. The MMIC foundry service allows a customer to design its own custom RF circuit to be
fabricated in our MMIC foundry, or have us provide custom MMIC design for the customer and fabricate the chips.
Financial Information about Geographic Areas of Customers and Assets
We derive our revenue primarily from product sales to international customers. For information concerning geographical
areas of our customers and geographic information concerning our long-lived assets, please see Note 17, “Geographic
Information,” in our consolidated financial statements included in Item 8 of this Annual Report. International operations
expose us to risks that are different from operating in the United States, including foreign currency translation and transaction
risk, risk of changes in tax laws, application of import/export laws and regulations and other risks described further in Item 1A
“Risk Factors” of this Annual Report.
Research and Development
We invest significant resources in research and development. Our research and development activity includes efforts to:
•
•
•
•
•
increase the quality, performance and diameter of our substrate and epitaxial materials;
continually improve our manufacturing processes;
develop brighter, more efficient, and lower cost LED chip and component products;
create new, and improve existing, LED components and LED lighting products; and
develop higher power diodes/switches and higher power/higher linearity RF devices.
When our customers participate in funding our research and development programs, we record the amount funded as a
reduction of research and development expenses to the extent that our customers’ funding does not exceed our respective
research and development costs. For further information about these programs, see Note 2, “Basis of Presentation and
Summary of Significant Accounting Policies,” in our consolidated financial statements included in Item 8 of this Annual
Report. For further information about our research and development, see “Research and Development” in Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Sales and Marketing
We continue to make significant investments to expand our global sales, marketing, technical applications support, and
distribution capabilities to sell our lighting products and further enable new and existing customers to implement LED and
power technology into their products. We also continue to make investments to promote and build market awareness of the
Cree brand. Our growing sales, marketing and technical applications teams include personnel throughout North America, Asia,
and Europe.
Cree Thermal, Electrical, Mechanical, Photometric, and Optical (TEMPO) Services provide a comprehensive suite of
performance tests to assist our customers in developing high quality LED lighting products. We currently provide TEMPO
Services out of our Cree Technology Centers located in North Carolina, California, and Shenzhen and Shanghai, China.
Customers
We have historically had a few key customers who represented more than 10% of our consolidated revenues. In fiscal
2012, 2011, and 2010, revenues from two distribution customers, Arrow Electronics, Inc. (Arrow) and World Peace Industrial
Co., Ltd. (World Peace), exceeded 10% of our total consolidated revenues. Sales to Arrow and World Peace represented 18%
and 10% of our total consolidated revenues in fiscal 2012, respectively. In fiscal 2011, sales to Arrow and World Peace
represented 20% and 10% of our total consolidated revenues, respectively. In fiscal 2010, sales to Arrow and World Peace
represented 19% and 11% of our total consolidated revenues, respectively. Arrow and World Peace are customers of our LED
Products segment and our Power and RF Products segment. For further discussion regarding customer concentration, please
see Note 14, “Concentrations of Risk,” in our consolidated financial statements included in Item 8 of this Annual Report. The
loss of any large customer could have a material adverse effect on our business and results of operations.
6
Distribution
A substantial portion of our products are sold to distributors. Distributors stock inventory and sell our products to their
own customer base, which may include: value added resellers, manufacturers who incorporate our products into their own
manufactured goods, or ultimate end users of our products. We also utilize third-party sales representatives who generally do
not maintain a product inventory; instead, their customers place orders directly with us or through distributors.
Seasonality
Our LED Products segment may experience seasonally lower sales during our third quarter due to the Chinese New Year
holiday. During this period, our LED Products segment may experience disruption in normal customer purchasing volume.
Our Lighting Products segment may experience seasonally lower sales due to winter weather, impacting our second and third
quarters. Due to these seasonal factors, the Lighting Products segment may experience lower sales during these periods. Our
Power and RF Products segment is not generally subject to seasonality.
Our sales also vary based on other factors such as customer demand and government regulation.
If anticipated sales or shipments do not occur when expected, our results of operations for that quarter, and potentially for
future quarters, may be adversely affected.
Backlog
Our backlog at June 24, 2012, the last day of our 2012 fiscal year, was approximately $149.1 million, compared with a
backlog of approximately $172.1 million at June 26, 2011, the last day of our 2011 fiscal year. Because of the generally short
cycle time between order and shipment and occasional customer changes in delivery schedules or cancellation of orders (which
at times may be made without significant penalty), we do not believe that our backlog, as of any particular date, is necessarily
indicative of actual net sales for any future period. Additionally, our June 24, 2012 backlog figure contains $37.4 million of
research contracts signed with the U.S. Government, for which approximately $27.6 million had not been appropriated as of the
last day of fiscal 2012. Our June 26, 2011 backlog figure contains $55.4 million of research contracts signed with the U.S.
Government, for which approximately $37.3 million were not appropriated as of the last day of fiscal 2011. Our backlog could
be adversely affected if the U.S. Government exercises its rights to terminate our government contracts or does not appropriate
and allocate all of the funding contemplated by the contracts.
Sources of Raw Materials
We depend on a number of suppliers for certain raw materials, components and equipment used in our products, including
certain key materials and equipment used in our crystal growth, wafering, polishing, epitaxial deposition, device fabrication,
component and lighting assembly processes. We generally purchase these limited source items pursuant to purchase orders and
have limited guaranteed supply arrangements with our suppliers. Our suppliers, located around the world, can be subject to
many constraints limiting supply that are beyond our control. We believe our current supply of essential materials is sufficient
to meet our needs. However, shortages have occurred from time to time and could occur again.
Competition by Reportable Segment
Our success depends on our ability to keep pace with the evolving technology standards of the industries we serve. These
industries are characterized by rapid technological change, frequent introduction of new products, short product life cycles,
changes in end user and customer requirements, and a competitive pricing environment. The evolving nature of these industries
may render our existing or future products obsolete, noncompetitive or unmarketable. Any of these developments could have
an adverse effect on our business, results of operations and financial condition.
LED Products Segment
Our LED Products segment’s primary competitors are Nichia Corporation (Nichia), OSRAM Semiconductor GmbH
(OSRAM), Koninklijke Philips Electronics N.V. (Philips), and Samsung LED Company (Samsung).
LED Chips
The primary competition for our LED chip products comes from companies that manufacture and/or sell nitride-based
LED chips. We consider Nichia to be a competitor because it sells LED chips to a select number of LED packaging companies
and it sells packaged LEDs that most often compete directly with our chip customers. We believe, based on industry
7
information, that Nichia currently has the largest market share for nitride-based LEDs.
There are many other LED chip producers who sell blue, green and white LED chip products, including OSRAM, Toyoda
Gosei Co., Ltd., and Epistar Corporation. These competitors make products for a variety of applications in a range of
performance levels that compete directly with our LED chip products.
Overall, we believe that performance, price and strength of intellectual property are the most significant factors to
compete successfully in the nitride LED market. We believe our products are well positioned to meet the market performance
requirements; however, there is significant pricing pressure from a number of competitors. We continually strive to improve
our competitive position by developing brighter and higher performing LED chips while focusing on lowering costs.
LED Components
The market for lighting class LED components is concentrated primarily in indoor and outdoor commercial lighting;
specialty lighting, including torch lamps (flashlights); color changing architectural lighting; signs and signals; and
transportation. Nichia, OSRAM, Philips, and Samsung are the main competitors in these markets. These companies sell LED
components that compete indirectly with our target customers for LED chips and compete directly with our XLamp LED
components and LED modules. There are a large number of other companies, primarily based in Asia, that offer products
designed to compete both directly and indirectly with our LED components in lighting and other applications. We are
positioning our XLamp LED components and LED modules to compete in this market based on performance, price and
usability.
Our high brightness LED components compete with a larger number of competitors around the world in a variety of
applications including signage, video, transportation, gaming and specialty lighting. We are positioning our high brightness
LED components to compete in this market based on performance, price, availability and usability.
SiC Wafers
We have continued to maintain our well-established leadership position in the sale of SiC wafer and SiC and GaN epitaxy
products. We are seeing increased competition in this market.
Lighting Products Segment
Our Lighting Products segment currently faces competition from traditional lighting fixture companies, lamp
manufacturers and from non-traditional companies focused on LED lighting systems including fixtures and lamps. Lighting
companies such as Acuity Brands, Inc., Cooper Industries plc, General Electric Company, Hubbell Incorporated, Philips, and
OSRAM are the main competitors in this market. However, increasingly, other companies (i.e., start-ups) are beginning to
emerge in the LED lighting market in which we compete.
Our LED lighting products compete against traditional lighting products using incandescent, fluorescent, halogen,
ceramic metal halide or other lighting technology. Our LED lighting products compete against traditional lighting products
based upon superior energy savings, extended life, improved lighting quality and lower total cost of ownership. Also, our LED
lighting products have a reduced impact on the environment as compared to fluorescent and compact fluorescent technologies
that contain mercury.
We also compete with LED-based products from traditional and non-traditional lamp and fixture companies, some of
which are customers for our LED chips and LED components. Our products compete on the basis of color quality and
consistency, superior light output, reduced energy consumption, brand and lower total cost of ownership.
Power and RF Products Segment
Power Devices
Our SiC-based power devices compete with similar devices offered by Infineon Technologies AG, STMicroelectronics,
Inc. and Rohm Co., Ltd. There are also a number of other companies developing SiC-based power devices. In addition, our
products compete with existing silicon-based power devices offered by a variety of manufacturers.
RF Devices
Currently, Sumitomo Electric Device Innovations, Inc. is the main company offering products that compete directly with
our GaN HEMT products, although several other companies such as RF Micro Devices Inc., Nitronex Corporation and Triquint
Corporation have products that compete with us as well. Our products also face competition from existing silicon and GaAs-
based products.
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Patents and Other Intellectual Property Rights
We believe it is important to protect our investment in technology by obtaining and enforcing intellectual property rights,
including rights under patent, trademark, trade secret and copyright laws. We seek to protect inventions we consider significant
by applying for patents in the United States and other countries when appropriate. We have also acquired, through license
grants and assignments, rights to patents on inventions originally developed by others. As of June 24, 2012, we owned or held
exclusive rights under 940 issued U.S. patents and approximately 1,850 foreign patents with various expiration dates extending
up to 2037. We do not consider our business to be materially dependent upon any one patent, and we believe our business will
not be materially adversely affected by the expiration of any one patent. For proprietary technology that is not patented, we
generally seek to protect the technology and related know-how and information as trade secrets by keeping confidential the
information that we believe provides us with a competitive advantage. We attempt to create strong brands for our products and
promote our products through trademarks that distinguish them in the market. We may license our customers to use our
trademarks in connection with the sale of our products, and we monitor for the proper and authorized use of our marks.
Licensing activities and lawsuits to enforce intellectual property rights, particularly patent rights, are a common feature of
the semiconductor, LED and lighting industries, and we attempt to ensure respect for our intellectual property rights through
appropriate actions. The breadth of our intellectual property rights and the extent to which they can be successfully enforced
vary across jurisdictions. We both make and receive inquiries regarding possible patent infringements and possible violations
of other intellectual property rights in the normal course of business. Depending on the circumstances, we may seek to
negotiate a license or other acceptable resolution. If we are unable to achieve a resolution by agreement, we may seek to
enforce our rights or defend our position through litigation. Patent litigation in particular is expensive and the outcome is often
uncertain. We believe that the strength of our portfolio of patent rights is important in helping us resolve or avoid such disputes
with other companies in our industry.
Environmental Regulation
We are subject to a variety of federal, state and local provisions regulating the discharge of materials into the environment
or otherwise relating to the protection of the environment. These include statutory and regulatory provisions under which we
are responsible for the management of hazardous materials we use and the disposition of hazardous wastes resulting from our
manufacturing processes. Failure to comply with such provisions could result in fines and other liabilities to the government or
third parties, injunctions requiring us to suspend or curtail operations or other remedies, and could have a material adverse
effect on our business.
Working Capital
For a discussion of our working capital practices, see “Liquidity and Capital Resources” in Item 7 of this Annual Report.
Employees
As of June 24, 2012, we employed 5,555 regular full and part-time employees. We also employ individuals on a
temporary full-time basis and use the services of contractors as necessary. Certain of our employees in various countries
outside of the United States are subject to laws providing representation rights. We consider relations with our employees to be
good.
Available Information
Our website address is www.cree.com. We make available free of charge through our website our Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, including Interactive Data Files, and Current Reports on Form 8-K, and
amendments to these reports, as soon as reasonably practicable after we electronically file such material with, or furnish such
material to, the SEC. These reports may be accessed from our website by following the links under “Investors,” then “SEC
Filings.” The information found on our website is not part of this or any other report we file with or furnish to the SEC. We
assume no obligation to update or revise any forward-looking statements in this Annual Report or in other reports filed with the
SEC, whether as a result of new information, future events or otherwise, unless we are required to do so by law. A copy of this
Annual Report and our other reports is available without charge upon written request to Investor Relations, Cree, Inc., 4600
Silicon Drive, Durham, North Carolina 27703.
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Item 1A. Risk Factors
Described below are various risks and uncertainties that may affect our business. If any of the risks described below
actually occurs, our business, financial condition or results of operations could be materially and adversely affected.
Our operating results are substantially dependent on the development and acceptance of new products.
Our future success may depend on our ability to develop new and lower cost solutions for existing and new markets and
for customers to accept those solutions. We must introduce new products in a timely and cost-effective manner, and we must
secure production orders for those products from our customers. The development of new products is a highly complex
process, and we historically have experienced delays in completing the development and introduction of new products. Our
research and development efforts are aimed at solving increasingly complex problems, and we do not expect that all of our
projects will be successful. The successful development and introduction of these new products depends on a number of
factors, including the following:
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achievement of technology breakthroughs required to make commercially viable devices;
the accuracy of our predictions for market requirements beyond near term visibility;
our ability to predict, influence, and/or react to evolving standards;
acceptance of our new product designs;
acceptance of new technology in certain markets;
the availability of qualified research and development personnel;
our timely completion of product designs and development;
our ability to expand direct customer sales and influence key distribution customers to adopt our products;
our ability to develop repeatable processes to manufacture new products in sufficient quantities, with the desired
specifications and at competitive costs for commercial sales;
our ability to effectively transfer products and technology developed in one country to our manufacturing facilities in
other countries;
our customers’ ability to develop competitive products incorporating our products; and
acceptance of our customers’ products by the market.
If any of these or other factors becomes problematic, we may not be able to develop and introduce these new products in a
timely or cost-effective manner.
If we are unable to effectively develop, manage and expand our sales and distribution channels for our products, our
operating results may suffer.
We have expanded into business channels that are different from those in which we have historically operated as we grow
our business and sell more LED and lighting products. For example, in the third quarter of fiscal 2012, we consolidated the
Cree and BetaLED lighting product lines sales agents for each major market in North America which resulted in a disruption in
the project pipeline and lower than targeted sales for our indoor lighting products. Lighting sales agents may also choose to
drop our product lines from their portfolio to avoid losing access to our competitors’ lighting products. If we are unable to
effectively penetrate these channels or develop alternate channels to ensure our products are reaching the appropriate customer
base, our financial results may be adversely impacted. In addition, if we successfully penetrate or develop these channels, we
cannot guarantee that customers will accept our products or that we will be able to manufacture and deliver them in the timeline
established by our customers.
We sell a substantial portion of our products to distributors. We rely on distributors to develop and expand their customer
base as well as anticipate demand from their customers. If they are not successful, our growth and profitability may be
adversely impacted. Distributors must balance the need to have enough products in stock in order to meet their customers’
needs against their internal target inventory levels and the risk of potential inventory obsolescence. The risks of inventory
obsolescence are especially true with technological products. The distributors’ internal target inventory levels vary depending
on market cycles and a number of factors within each distributor over which we have very little, if any, control.
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We typically recognize revenue on product sold to distributors when the item is shipped and title passes to the distributor
(sell-in method). Certain distributors have limited rights to return inventory under stock rotation programs and have limited
price protection rights for which we make estimates. We evaluate inventory levels in the distribution channel, current economic
trends and other related factors in order to account for these factors in our judgments and estimates. As inventory levels and
product return trends change, we revise our estimates and our operating results could be impacted.
We face significant challenges managing our growth as the market adopts LEDs for general lighting.
Our potential for growth depends significantly on the adoption of LEDs within the general lighting market and our ability
to affect this rate of adoption. Although LED lighting has grown rapidly in recent years, adoption of LEDs for general lighting
is relatively new, still limited and faces significant challenges before widespread adoption. In order to manage our growth and
business strategy effectively in light of uncertainty related to the pace of adoption, we must continue to:
• maintain, expand and purchase adequate manufacturing facilities and equipment to meet customer demand;
• maintain a sufficient supply of raw materials to support our growth;
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expand research and development, sales and marketing, technical support, distribution capabilities and administrative
functions;
expand the skills and capabilities of our current management team;
add experienced senior level managers; and
attract and retain qualified employees.
While we intend to focus on managing our costs and expenses, over the long term we expect to invest substantially to
support our growth and may have additional unexpected costs. For example, in November 2011, we broke ground on a 208,000
square foot expansion to our Wisconsin manufacturing and warehouse facilities to support our LED lighting products
production in fiscal 2013 and we are targeting to continue expanding our LED products manufacturing facilities in China.
However, such investments take time to become fully operational, and we may not be able to expand quickly enough to exploit
targeted market opportunities. There are also inherent execution risks in starting up a new factory or expanding production
capacity that could increase costs and reduce our operating results, including design and construction cost overruns, poor
production process yields and reduced quality control during the start-up phase.
We are also increasingly dependent on information technology to enable us to improve the effectiveness of our operations
and to maintain financial accuracy and efficiency. If we do not allocate and effectively manage the resources necessary to
build, implement and sustain the proper technology infrastructure, we could be subject to transaction errors, processing
inefficiencies, loss of customers, business disruptions or loss of or damage to intellectual property through security breach.
In connection with our efforts to cost-effectively manage our growth, we have increasingly relied on contractors for
production capacity, logistics support and certain administrative functions including hosting of certain information technology
software applications. If these service providers do not perform effectively, we may not be able to achieve the expected cost
savings and may incur additional costs to correct errors or fulfill customer demand. Depending on the function involved, such
errors may also lead to business disruption, processing inefficiencies or the loss of or damage to intellectual property through
security breach, or impact employee morale. Our operations may also be negatively impacted if any of these service providers
do not have the financial capability to meet our growing needs.
The markets in which we operate are highly competitive and have evolving technical requirements.
The markets for our products are highly competitive. In the LED market, we compete with companies that manufacture
or sell LED chips and LED components. In the lighting market we compete with companies that manufacture and sell
traditional and LED lighting products, many of which have larger and more established sales channels. Competitors continue
to offer new products with aggressive pricing and improved performance. Competitive pricing pressures may change and could
accelerate the rate of decline of our average sales prices.
With the growth potential for LEDs, we may face increased competition in the future. If the investment in new capacity
exceeds the growth in demand, the LED market is likely to become more competitive with additional pricing pressures.
Additionally, new technologies could emerge or improvements could be made in existing technologies that may also reduce the
demand for LEDs in certain markets. There are also new technologies, such as organic LEDs (OLEDs), which could
potentially have the same impact on LED demand for backlighting, which could impact the overall LED market.
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As competition increases, in order to continue to grow our business, we need to continue to develop new products that
meet or exceed the needs of our customers. Therefore, our ability to continually produce more efficient, higher brightness and
lower cost LEDs and lighting products that meet the evolving needs of our customers will be critical to our success.
Competitors may also try to align with some of our strategic customers. This could mean lower prices for our products,
reduced demand for our products and a corresponding reduction in our ability to recover development, engineering and
manufacturing costs. Any of these developments could have an adverse effect on our business, results of operations or financial
condition.
Global economic conditions could materially adversely impact demand for our products and services.
Our operations and performance depend significantly on worldwide economic conditions. Uncertainty about global
economic conditions could result in customers postponing purchases of our products and services in response to tighter credit,
unemployment, negative financial news and/or declines in income or asset values and other macroeconomic factors, which
could have a material negative effect on demand for our products and services and accordingly, on our business, results of
operations and financial condition.
We rely on a number of key sole source and limited source suppliers, and are subject to high price volatility on certain
commodity inputs, variations in parts quality, and raw material consistency and availability.
We depend on a number of sole source and limited source suppliers for certain raw materials, including rare earth
elements, components, services and equipment used in manufacturing our products, including key materials and equipment
used in critical stages of our manufacturing processes. Although alternative sources generally exist for these items,
qualification of many of these alternative sources could take up to six months or longer. Where possible, we attempt to identify
and qualify alternative sources for our sole and limited source suppliers.
We generally purchase these sole or limited source items with purchase orders, and we have limited guaranteed supply
arrangements with such suppliers. Some of our sources can have variations in attributes and availability which can affect our
ability to produce products in sufficient volume or quality. We do not control the time and resources that these suppliers devote
to our business, and we cannot be sure that these suppliers will perform their obligations to us. Additionally, general shortages
in the marketplace of certain raw materials or key components may adversely impact our business. In the past, we have
experienced decreases in our production yields when suppliers have varied from previously agreed upon specifications that
have impacted our cost of sales.
Additionally, the inability of our suppliers to access capital efficiently could cause disruptions in their businesses, thereby
negatively impacting ours. This risk may increase if an economic downturn negatively affects key suppliers or a significant
number of our other suppliers. Any delay in product delivery or other interruption or variation in supply from these suppliers
could prevent us from meeting commercial demand for our products. If we were to lose key suppliers, our key suppliers were
unable to support our demand for any reason, or we were unable to identify and qualify alternative suppliers, our manufacturing
operations could be interrupted or hampered significantly.
We rely on arrangements with independent shipping companies for the delivery of our products from vendors and to
customers in both the United States and abroad. The failure or inability of these shipping companies to deliver products, or the
unavailability of their shipping services, even temporarily, could have a material adverse effect on our business. We may also
be adversely affected by an increase in freight surcharges due to rising fuel costs and added security.
In our fabrication process we consume a number of precious metals and other commodities, which are subject to high
price volatility. Our operating margins could be significantly affected if we are not able to pass along price increases to our
customers. In addition, production could be disrupted by the unavailability of the resources used in production such as water,
silicon, electricity and gases. Future environmental regulations could restrict supply or increase the cost of certain of those
materials.
We operate in an industry that is subject to significant fluctuation in supply and demand that affects our revenue and
profitability.
The LED lighting industry is in the early stages of adoption and is characterized by constant and rapid technological
change, rapid product obsolescence and price erosion, evolving standards, short product life-cycles and fluctuations in product
supply and demand. The industry has experienced significant fluctuations, often in connection with, or in anticipation of,
product cycles and changes in general economic conditions. These fluctuations have been characterized by lower product
demand, production overcapacity, higher inventory levels and increased pricing pressure. We have experienced these
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conditions in our business in the past and may experience such conditions in the future, which could have a material negative
impact on our business and results of operations.
In addition, as we diversify our product offerings and as pricing differences in the average selling prices among our
product lines widen, a change in the mix of sales among our product lines may increase volatility in our revenue and gross
margin from period to period.
We depend on a limited number of customers, including distributors, for a substantial portion of our revenues, and the loss
of, or a significant reduction in purchases by, one or more of these customers could adversely affect our operating results.
We receive a significant amount of our revenues from a limited number of customers, including distributors who
represented our two largest customers in fiscal 2012. Most of our customer orders are made on a purchase order basis, which
does not generally require any long-term customer commitments. Therefore, these customers may alter their past purchasing
behavior with little or no notice to us for various reasons, including: developing, or, in the case of our distributors, their
customers developing, their own product solutions; choosing to purchase product from our competitors; incorrectly forecasting
end market demand for their products; or experiencing a reduction in their market share in the markets for which they purchase
our products. If our customers alter their past (or expected) purchasing behavior, or if we encounter any problems collecting
amounts due from them, our financial condition and results of operations could be negatively impacted.
As a result of our continued expansion into new markets existing customers may reduce orders.
Through acquisitions and organic growth, including our recent acquisition of Ruud Lighting, we continue to expand into
new markets. Many of our existing customers who purchase our LED products develop and manufacture products using those
chips and components that are offered into the same lighting markets. As a result, some of our current customers perceive us as
a competitor in these new markets. In response, our customers may reduce or discontinue their orders for our LED products.
This reduction in or discontinuation of orders could occur faster than our sales growth in these new markets, which could
adversely affect our business, results of operations or financial condition.
Our results of operations, financial condition and business could be harmed if we are unable to balance customer demand
and capacity.
As customer demand for our products changes, we must be able to ramp up or adjust our production capacity to meet
demand. We are continually taking steps to address our manufacturing capacity needs for our products. For example, in
November of 2011, we broke ground on a 208,000 square foot expansion to our Wisconsin manufacturing and warehouse
facilities to support our LED lighting products and we are targeting to continue expanding our LED product manufacturing
facilities in China. If we are not able to increase our production capacity at our targeted rate, or if there are unforeseen costs
associated with adjusting our capacity levels, we may not be able to achieve our financial targets.
Conversely, due to the proportionately high fixed cost nature of our business (such as facility expansion costs), if demand
does not increase at the rate forecasted, we may not be able to manage manufacturing expenses or overhead costs at the same
rate as demand. This could result in lower margins and adversely impact our business and results of operations. Additionally, if
product demand decreases or we fail to forecast demand accurately, we may be required to record impairments on our long-
lived assets or record excess inventory write off charges. We have in the past and may in the future be required to record excess
capacity charges, which would have a negative impact on our results of operations.
In addition, our efforts to improve quoted delivery lead-time performance may result in corresponding reductions in order
backlog. A decline in backlog levels could result in more variability and less predictability in our quarter-to-quarter net sales
and operating results.
If we fail to evaluate and execute strategic opportunities successfully, our business may suffer.
From time to time, we evaluate strategic opportunities available to us for product, technology or business transactions,
such as business acquisitions or divestitures. For example, we acquired Ruud Lighting in August 2011. If we choose to enter
into such transactions, we face certain risks, such as the failure of an acquired business to meet our performance expectations,
diversion of management attention, identification of additional liabilities relating to the acquired business, retention of existing
customers of our current and acquired businesses due to concerns that new product lines may be in competition with the
customers of existing product lines or otherwise, and difficulty integrating an acquired business’s operations, personnel and
financial and operating systems into our current business.
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We may not be able to adequately address these risks or any other problems that arise from our recent or future
acquisitions or divestitures. Any failure to successfully evaluate strategic opportunities and address risks or other problems that
arise related to any such business transaction could adversely affect our business, results of operations or financial condition.
Our LED and Power and RF revenues are highly dependent on our customers’ ability to produce, market and sell more
integrated products.
Our LED and Power and RF revenues depend on getting our products designed into a larger number of our customers’
products and in turn, our customers’ ability to produce, market and sell their products. For example, we have current and
prospective customers that create, or plan to create, lighting systems using our LED components. However, the traditional
lighting industry is still developing technical expertise with LED-related designs, which may limit the success of our customers’
products. Even if our customers are able to develop and produce LED lighting products and products that incorporate our
Power and RF products, there can be no assurance that our customers will be successful in marketing and selling these products
in the marketplace.
We also have current and prospective customers that create white LED components using our blue LEDs, in combination
with phosphors. Sales of blue LED chips are highly dependent upon our customers’ ability to procure efficient phosphors,
develop high quality and highly efficient white LED components and gain access to the necessary intellectual property rights.
Even if our customers are able to develop competitive white LED components using our blue LED chips, there can be no
assurance that our customers will be successful in the marketplace.
The adoption of or changes in government and/or industry policies, standards or regulations relating to the efficiency,
performance or other aspects of LED lighting or changes in government and/or industry policies, standards or regulations
that discourage the use of certain traditional lighting technologies, could impact the demand for our LED products.
The adoption of or changes in government and/or industry policies, standards or regulations relating to the efficiency,
performance or other aspects of LED lighting may impact the demand for our LED products. For example, in 2010 the Chinese
government delayed purchases of LED street and tunnel lighting while developing new standards for the required performance
for such lighting products in China. The process resulted in reduced demand for those lighting applications and has continued
to limit our ability to forecast demand for those applications.
Demand for our LED products may also be impacted by changes in government and/or industry policies, standards or
regulations that discourage the use of certain traditional lighting technologies. These constraints may be eliminated or delayed
by legislative action, which could have a negative impact on demand for our products.
If governments, their agencies or regulated utilities reduce their demand for our products or discontinue or curtail their
funding, our business may suffer.
Changes in governmental budget priorities could adversely affect our business and results of operations. U.S. and foreign
government agencies have purchased products directly from us and products from our customers, and U.S. government
agencies have historically funded a portion of our research and development activities. When the government changes budget
priorities, such as in times of war or financial crisis, our research and development funding and our product sales to government
entities are at risk. For example, demand and payment for our products and our customers’ products may be affected by public
sector budgetary cycles, funding authorizations, or utility rebates. Funding reductions or delays could negatively impact
demand for our products. If government funding is discontinued or significantly reduced, our business and results of operations
could be adversely affected.
Variations in our production yields could impact our ability to reduce costs and could cause our margins to decline and our
operating results to suffer.
All of our products are manufactured using technologies that are highly complex. The number of usable items, or yield,
from our production processes may fluctuate as a result of many factors, including but not limited to the following:
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variability in our process repeatability and control;
contamination of the manufacturing environment;
equipment failure, power outages, system failures or variations in the manufacturing process;
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lack of consistency and adequate quality and quantity of piece parts and other raw materials, and other bill of
materials items;
inventory shrinkage or human errors;
defects in production processes (including system assembly) either within our facilities or at our contractors; and
any transitions or changes in our production process, planned or unplanned.
In the past, we have experienced difficulties in achieving acceptable yields on certain products, which has adversely
affected our operating results. We may experience similar problems in the future, and we cannot predict when they may occur
or their severity.
In addition, our ability to convert volume manufacturing to larger diameter substrates can be an important factor in
allowing for a more cost effective manufacturing process. If we are unable to make this transition in a timely or cost effective
manner, our results could be negatively impacted.
In some instances, we may offer products for future delivery at prices based on planned yield improvements or increased
cost efficiencies from other production advances. Failure to achieve these planned improvements or advances could
significantly affect our margins and operating results.
Catastrophic events may disrupt our business.
A disruption or failure of our systems or operations in the event of a natural disaster, health pandemic, such as an
influenza outbreak within our workforce, or man-made catastrophic event could cause delays in completing sales, continuing
production or performing other critical functions of our business, particularly if a catastrophic event occurred at our primary
manufacturing locations in the U.S. and China. This could severely affect our ability to conduct normal business operations
and, as a result, our operating results could be adversely affected. There may also be secondary impacts that are unforeseeable
as well, such as impacts to our customers, which could cause delays in new orders, delays in completing sales or even order
cancellations.
If our products fail to perform or fail to meet customer requirements or expectations, we could incur significant additional
costs, including costs associated with the recall of those items.
The manufacture of our products involves highly complex processes. Our customers specify quality, performance and
reliability standards that we must meet. If our products do not meet these standards, we may be required to replace or rework
the products. In some cases, our products may contain undetected defects or flaws that only become evident after shipment.
Even if our products meet standard specifications, our customers may attempt to use our products in applications they were not
designed for or in products that were not designed or manufactured properly, resulting in product failures and creating customer
satisfaction issues.
We have experienced product quality, performance or reliability problems from time to time and defects or failures may
occur in the future. If failures or defects occur, we may need to recall our products. These recalls could result in significant
losses due to:
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costs associated with the removal, collection and destruction of the product recalled;
payments made to replace recalled product;
a rise in warranty expense and costs associated with customer support;
the write down or destruction of existing inventory subject to the recall;
lost sales due to the unavailability of product for a period of time;
delays, cancellations or rescheduling of orders for our products; or
increased product returns.
We also may be the target of product liability lawsuits, and could suffer losses from a significant product liability
judgment against us if the use of our products at issue is determined to have caused injury. A significant product recall or
product liability case could also result in adverse publicity, damage to our reputation, and a loss of customer confidence in our
products.
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Our operations in foreign countries expose us to certain risks inherent in doing business internationally, which may
adversely affect our business, results of operations or financial condition.
As a result of acquisitions and organic growth, we have operations, manufacturing facilities and contract manufacturing
arrangements in foreign countries that expose us to certain risks. For example, fluctuations in exchange rates may affect our
revenues, expenses and results of operations as well as the value of our assets and liabilities as reflected in our financial
statements. We are also subject to other types of risks, including the following:
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protection of intellectual property and trade secrets;
tariffs, customs and other barriers to importing/exporting materials and products in a cost effective and timely
manner;
timing and availability of export licenses;
rising labor costs;
disruptions in or inadequate infrastructure of the countries where we operate;
difficulties in accounts receivable collections;
difficulties in staffing and managing international operations;
the burden of complying with foreign and international laws and treaties; and
the burden of complying with and changes in international taxation policies.
In some instances, we have been provided and may continue to receive competing incentives from foreign governments to
encourage our investment in certain countries, regions, or areas outside of the United States. In particular, we have received
and may continue to receive such incentives in connection with our operations in Asia, as Asian national and local governments
seek to encourage the development of the technology industry. Government incentives may include tax rebates, reduced tax
rates, favorable lending policies and other measures, some or all of which may be available to us due to our foreign operations.
Any of these incentives could be reduced or eliminated by governmental authorities at any time. Any reduction or elimination
of incentives currently provided to our operations could adversely affect our business and results of operations. These same
governments also may provide increased incentives to or require production processes that favor local companies, which could
further negatively impact our business and results of operations.
Abrupt political change, terrorist activity and armed conflict pose a risk of general economic disruption in affected
countries, which could also result in an adverse effect on our business and results of operations.
Litigation could adversely affect our operating results and financial condition.
We are often involved in litigation, primarily patent litigation, as described in more detail in Note 12, “Commitments and
Contingencies” to our consolidated financial statements included in Item 8 of this Annual Report. Defending against existing
and potential litigation will likely require significant attention and resources and, regardless of the outcome, result in significant
legal expenses, which could adversely affect our results unless covered by insurance or recovered from third parties. If our
defenses are ultimately unsuccessful, or if we are unable to achieve a favorable resolution, we could be liable for damage
awards that could materially affect our results of operations and financial condition.
Where necessary, we may initiate litigation to enforce our patent or other intellectual property rights. Any such litigation
may require us to spend a substantial amount of time and money and could distract management from our day-to-day
operations. Moreover, there is no assurance that we will be successful in any such litigation.
Our business may be impaired by claims that we, or our customers, infringe the intellectual property rights of others.
Vigorous protection and pursuit of intellectual property rights characterize our industry. These traits have resulted in
significant and often protracted and expensive litigation. Litigation to determine the validity of patents or claims by third
parties of infringement of patents or other intellectual property rights could result in significant legal expense and divert the
efforts of our technical personnel and management, even if the litigation results in a determination favorable to us. In the event
of an adverse result in such litigation, we could be required to:
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pay substantial damages;
indemnify our customers;
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stop the manufacture, use and sale of products found to be infringing;
incur asset impairment charges;
discontinue the use of processes found to be infringing;
expend significant resources to develop non-infringing products or processes; or
obtain a license to use third party technology.
There can be no assurance that third parties will not attempt to assert infringement claims against us, or our customers,
with respect to our products. In addition, our customers may face infringement claims directed to the customer’s products that
incorporate our products, and an adverse result could impair the customer’s demand for our products. We have also promised
certain of our customers that we will indemnify them in the event they are sued by our competitors for infringement claims
directed to the products we supply. Under these indemnification obligations, we may be responsible for future payments to
resolve infringement claims against them.
From time to time, we receive correspondence asserting that our products or processes are or may be infringing patents or
other intellectual property rights of others. If we believe the assertions may have merit or in other appropriate circumstances,
we take steps to seek to obtain a license or to avoid the infringement. However, we cannot predict whether a license will be
available; that we would find the terms of any license offered acceptable; or that we would be able to develop an alternative
solution. Failure to obtain a necessary license or develop an alternative solution could cause us to incur substantial liabilities
and costs and to suspend the manufacture of affected products.
There are limitations on our ability to protect our intellectual property.
Our intellectual property position is based in part on patents owned by us and patents licensed to us. We intend to
continue to file patent applications in the future, where appropriate, and to pursue such applications with U.S. and foreign
patent authorities.
However, our existing patents are subject to expiration and re-examination and we cannot be sure that additional patents
will be issued on any new applications around the covered technology or that our existing or future patents will not be
successfully contested by third parties. Also, since issuance of a valid patent does not prevent other companies from using
alternative, non-infringing technology, we cannot be sure that any of our patents, or patents issued to others and licensed to us,
will provide significant commercial protection, especially as new competitors enter the market.
We periodically discover products that are counterfeit reproductions of our products or that otherwise infringe on our
intellectual property rights. The actions we take to establish and protect trademarks, patents, and other intellectual property
rights may not be adequate to prevent imitation of our products by others, and therefore, may adversely affect our sales and our
brand and result in the shift of customer preference away from our products. Further, the actions we take to establish and
protect trademarks, patents and other intellectual property rights could result in significant legal expense and divert the efforts
of our technical personnel and management, even if the litigation or other action results in a determination favorable to us.
We also rely on trade secrets and other non-patented proprietary information relating to our product development and
manufacturing activities. We try to protect this information through appropriate efforts to maintain its secrecy, including
requiring employees and third parties to sign confidentiality agreements. We cannot be sure that these efforts will be successful
or that the confidentiality agreements will not be breached. We also cannot be sure that we would have adequate remedies for
any breach of such agreements or other misappropriation of our trade secrets, or that our trade secrets and proprietary know-
how will not otherwise become known or be independently discovered by others.
We may be required to record a significant charge to earnings if our goodwill or other intangible assets become impaired.
Goodwill and purchased intangible assets with indefinite lives are not amortized, but are reviewed for impairment
annually and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be
recoverable. We assess the recoverability of the unamortized balance of our definite-lived intangible assets when indicators of
potential impairment are present. Factors that may indicate that the carrying value of our goodwill or other intangible assets
may not be recoverable include a decline in stock price and market capitalization and slower growth rates in our industry. We
may be required to record a significant charge to earnings in our consolidated financial statements during the period in which
any impairment of our goodwill or other intangible assets is determined to exist, which could adversely impact our results of
operations.
17
We may be subject to intellectual property theft or misuse, which could harm our business and results of operations.
We face attempts by others to gain unauthorized access to our information technology systems on which we maintain
proprietary and other confidential information. Our security measures may be breached as the result of industrial or other
espionage actions of outside parties, employee error, malfeasance, or otherwise, and, as a result, an unauthorized party may
obtain access to our systems. Additionally, outside parties may attempt to fraudulently induce employees to disclose sensitive
information in order to gain access to our systems. We actively seek to prevent, detect and investigate any unauthorized access,
which sometimes occurs. We might be unaware of any such access or unable to determine its magnitude and effects. The theft
and/or unauthorized use or publication of our trade secrets and other confidential business information as a result of such an
incident could adversely affect our competitive position and the value of our investment in research and development could be
reduced. Our business could be subject to significant disruption, and we could suffer monetary or other losses.
We are subject to risks related to international sales and purchases.
We expect that revenue from international sales will continue to represent the majority of our total revenue. As such, a
significant slowdown or instability in these foreign economies, including the recent economic instability in Europe, or lower
investments in new infrastructure could have a negative impact on our sales. We also purchase a portion of the materials
included in our products from overseas sources.
Our international sales and purchases are subject to numerous U.S. and foreign laws and regulations, including, without
limitation, tariffs, trade barriers, regulations relating to import-export control, technology transfer restrictions, the International
Traffic in Arms Regulation promulgated under the Arms Export Control Act, the Foreign Corrupt Practices Act and the anti-
boycott provisions of the U.S. Export Administration Act. If we fail to comply with these laws and regulations, we could be
liable for administrative, civil or criminal liabilities, and in the extreme case, we could be suspended or debarred from
government contracts or have our export privileges suspended, which could have a material adverse effect on our business.
International sales and purchases are also subject to a variety of other risks, including risks arising from currency
fluctuations, collection issues and taxes. Our international sales are subject to variability as our selling prices become less
competitive in countries with currencies that are declining in value against the U.S. Dollar and more competitive in countries
with currencies that are increasing in value against the U.S. Dollar. In addition, our international purchases can become more
expensive if the U.S. Dollar weakens against the foreign currencies in which we are billed.
We have not entered into any foreign currency derivative financial instruments; however, we may choose to do so in the
future in an effort to manage or hedge our foreign exchange rate risk.
Our business may be adversely affected by uncertainties in the global financial markets and our or our customers’ or
suppliers’ ability to access the capital markets.
Global financial markets continue to reflect uncertainty about a sustained global economic recovery. Given these
uncertainties, there could be future disruptions in the global economy, financial markets and consumer confidence. If economic
conditions deteriorate unexpectedly, our business and results of operations could be materially and adversely affected. For
example, our customers, including our distributors and their customers, may experience difficulty obtaining the financing
necessary to support historical or projected purchasing patterns, which could negatively affect our results of operations.
Although we believe we have adequate liquidity and capital resources to fund our operations internally, our inability to
access the capital markets on favorable terms in the future, or at all, may adversely affect our financial performance. The
inability to obtain adequate financing from debt or capital sources in the future could force us to self-fund strategic initiatives or
even forego certain opportunities, which in turn could potentially harm our performance.
New regulations related to conflict-free minerals may force us to incur additional expenses.
The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and
accountability concerning the supply of minerals originating from the conflict zones of the Democratic Republic of Congo
(DRC) and adjoining countries. As a result, the SEC is required to establish new annual disclosure and reporting requirements
for those companies who use “conflict” minerals mined from the DRC and adjoining countries in their products. When these
new requirements are implemented, they could affect the sourcing and availability of minerals used in the manufacture of our
products. As a result, we cannot ensure that we will be able to obtain minerals at competitive prices and there may be
additional costs associated with complying with the new due diligence procedures as required by the SEC. In addition, as our
supply chain is complex, we may face reputational challenges with our customers and other stakeholders if we are unable to
sufficiently verify the origins of all minerals used in our products through the due diligence procedures that we implement.
18
Changes in our effective tax rate may affect our results.
Our future effective tax rates may be affected by a number of factors including:
•
•
•
•
•
•
•
•
•
•
•
the jurisdiction in which profits are determined to be earned and taxed;
changes in government administrations, such as the Presidency and Congress of the U.S. as well as in the states and
countries in which we operate;
changes in tax laws or interpretation of such tax laws and changes in generally accepted accounting principles;
the resolution of issues arising from tax audits with various authorities;
changes in the valuation of our deferred tax assets and liabilities;
adjustments to estimated taxes upon finalization of various tax returns;
increases in expenses not deductible for tax purposes, including write-offs of acquired in-process research and
development and impairment of goodwill in connection with acquisitions;
changes in available tax credits;
the recognition and measurement of uncertain tax positions;
the lack of sufficient excess tax benefits (credits) in our additional paid in capital (APIC) pool in situations where our
realized tax deductions for certain stock-based compensation awards (such as non-qualified stock options and
restricted stock) are less than those originally anticipated; and
the repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes, or any changes in
legislation that may result in these earnings being taxed within the U.S., regardless of our decision regarding
repatriation of funds.
For example, proposals have been made by various U.S. governmental bodies to change the U.S. tax laws that include,
among other things, limiting U.S. tax deductions for expenses related to un-repatriated foreign-source income and modifying
the U.S. foreign tax credit rules. Although the scope of the proposed changes is unclear, it is possible that these or other
changes in U.S. tax laws could increase our U.S. income tax liability and adversely affect our profitability. At this time, we
cannot determine the timing that the proposed changes, if enacted, would become effective.
Any significant increase or decrease in our future effective tax rates could impact net income for future periods. In
addition, the determination of our income tax provision requires complex estimations, significant judgments and significant
knowledge and experience concerning the applicable tax laws. To the extent our income tax liability materially differs from our
income tax provisions and accruals due to factors, including the above, which were not anticipated at the time we estimated our
tax provision, our net income or cash flows could be affected.
In order to compete, we must attract, motivate and retain key employees, and our failure to do so could harm our results of
operations.
Hiring and retaining qualified executives, scientists, engineers, technical staff and sales personnel is critical to our
business, and competition for experienced employees in our industry can be intense. As a global company, this issue is not
limited to the United States, but includes our other locations such as Europe and China. For example, there is substantial
competition in China for qualified and capable personnel, particularly experienced engineers and technical personnel, which
may make it difficult for us to recruit and retain qualified employees. Also, within Huizhou, China, there are other large
companies building manufacturing plants that will likely attract qualified employees. If we are unable to staff sufficient and
adequate personnel at our China facilities, we may experience lower revenues or increased manufacturing costs, which would
adversely affect our results of operations.
To help attract, motivate and retain key employees, we use benefits such as stock-based compensation awards, which
include non-qualified stock options and restricted stock. If the value of such stock awards does not appreciate, as measured by
the performance of the price of our common stock, or if our share-based compensation otherwise ceases to be viewed as a
valuable benefit, our ability to attract, retain and motivate employees could be weakened, which could harm our business and
results of operations.
19
Failure to comply with applicable environmental laws and regulations worldwide could harm our business and results of
operations.
The manufacturing, assembling and testing of our products require the use of hazardous materials that are subject to a
broad array of environmental, health and safety laws and regulations. Our failure to comply with any of these applicable laws
or regulations could result in:
•
•
•
regulatory penalties, fines, legal liabilities, and the forfeiture of certain tax benefits;
suspension of production;
alteration of our fabrication, assembly and test processes; and
• curtailment of our operations or sales.
In addition, our failure to manage the use, transportation, emission, discharge, storage, recycling or disposal of hazardous
materials could subject us to increased costs or future liabilities. Existing and future environmental laws and regulations could
also require us to acquire pollution abatement or remediation equipment, modify our product designs or incur other expenses,
such as permit costs, associated with such laws and regulations. Many new materials that we are evaluating for use in our
operations may be subject to regulation under existing or future environmental laws and regulations that may restrict our use of
one or more of such materials in our manufacturing, assembly and test processes or products. Any of these restrictions could
harm our business and results of operations by increasing our expenses or requiring us to alter our manufacturing processes.
Our results could vary as a result of the methods, estimates and judgments that we use in applying our accounting policies,
including changes in the accounting regulations to be applied.
The methods, estimates and judgments that we use in applying our accounting policies have a significant impact on our
results (see “Critical Accounting Policies and Estimates” in our Management’s Discussion and Analysis of Financial Condition
and Results of Operations included in Item 7 of this Annual Report on Form 10-K.) Such methods, estimates and judgments
are, by their nature, subject to substantial risks, uncertainties and assumptions, and factors may arise over time that lead us to
change our methods, estimates and judgments. Changes in those methods, estimates and judgments could significantly affect
our results.
Likewise, our results may be impacted due to changes in the accounting rules to be applied, such as the increased use of
fair value measurement rules, proposed changes in revenue recognition requirements, and the potential requirement that U.S.
registrants prepare financial statements in accordance with International Financial Reporting Standards.
We are exposed to fluctuations in the market value of our investment portfolio and in interest rates, and therefore,
impairment of our investments or lower investment income could harm our earnings.
We are exposed to market value and inherent interest rate risk related to our investment portfolio. We have historically
invested portions of our available cash in fixed interest rate securities such as high-grade corporate debt, commercial paper,
government securities and other fixed interest rate investments. The primary objective of our investment policy is preservation
of principal. However, our investments are generally not FDIC insured and may lose value and/or become illiquid regardless of
their credit rating.
Our stock price may be volatile.
Historically, our common stock has experienced substantial price volatility, particularly as a result of significant
fluctuations in our revenue, earnings and margins over the past few years, and variations between our actual financial results
and the published expectations of analysts. For example, the closing price per share of our common stock on the NASDAQ
Global Select Market ranged from a low of $20.32 in fiscal 2012 to a high of $37.11 in the same fiscal year. If our future
operating results or margins are below the expectations of stock market analysts or our investors, our stock price will likely
decline.
Speculation in the press or investment community about our strategic position, financial condition, results of operations,
or significant transactions can also cause changes in our stock price. In particular, speculation around our market opportunities
for energy efficient lighting may have a dramatic effect on our stock price, especially as various government agencies announce
their planned investments in energy efficient technology, including lighting.
20
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
The table below sets forth information with respect to our significant owned and leased facilities as of June 24, 2012. The
sizes of the locations represent the approximate gross square footage of each site’s buildings.
Size (approximate square footage)
Segment
Utilization1
Total
Production
Facility
Services and
Warehousing
Administrative
Function
Housing /
Other
All
1,3
2
1
2
All
2
1,2
All
1
1,3
All
808,600
147,500
440,000
760,739
2,156,839
500,720
57,000
160,000
356,600
1,074,320
27,050
25,623
79,016
32,776
37,890
371,840
28,976
—
—
—
4,628
—
260,014
—
106,000
56,000
210,000
40,000
412,000
—
1,882
77,316
19,095
—
—
—
201,880
34,500
70,000
40,200
346,580
27,050
23,741
1,700
9,053
29,955
—
28,976
—
—
—
323,939
323,939
—
—
—
—
7,935
111,826
—
38,392
—
7,735
28,060
2,597
Location
Owned Facilities
Durham, NC..................................
Research Triangle Park, NC .........
Racine, WI ....................................
Huizhou, China .............................
Total owned ...........................
Leased Facilities
Morrisville, NC.............................
Goleta, CA ....................................
Yorkville, WI................................
Florence, Italy ...............................
Hong Kong....................................
Huizhou, China .............................
Shanghai, China............................
Miscellaneous sales and support
offices ...........................................
Leased Land
Huizhou, China .............................
1
Total leased............................
414,952
1,056,515
194,512
459,154
21,818
127,846
21,927
170,462
176,695
299,053
Total.....................................................
3,213,354
1,533,474
539,846
517,042
622,992
1 Segments listed in the “Segment Utilization” column above are identified as follows: 1) LED Products; 2) Lighting Products;
3) Power and RF Products.
In the United States, our corporate headquarters as well as our primary research and development and manufacturing
operations are located at the Durham, North Carolina facilities that we own. Our Durham facilities sit on approximately 141
acres of land that we own. Our power and RF products are primarily produced at our owned manufacturing facility located in
Research Triangle Park, North Carolina. This facility sits on approximately 55 acres of land that we own.
Through our acquisition of Ruud Lighting in August 2011, we added an additional 440,000 square feet of administrative
and manufacturing space in Racine, Wisconsin. The Racine facilities sit on approximately 30 acres of land that we own. In
addition, we announced in November 2011 the start of a 208,000 square foot expansion to our manufacturing facility in
Wisconsin.
We also own a 760,739-square-foot facility in Huizhou, Guangdong Province, China. This building sits on land which is
leased from the Chinese government through two leases. One lease for 327,440 square feet expires in June 2057. The other
lease for 87,512 square feet expires in November 2060. At the end of the lease terms, new terms for our land leases will need
to be renegotiated.
21
We maintain sales and support offices, through our subsidiaries, in leased office premises in North America, Asia, and
Europe. In addition, we lease a facility in Goleta, California that is used for research and development and administrative
functions.
Item 3. Legal Proceedings
The information required by this item is set forth under Note 12, “Commitments and Contingencies,” of the Notes to
Consolidated Financial Statements included in Item 8 of this Annual Report, and is incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not applicable.
22
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common Stock Market Information
Our common stock is traded on the NASDAQ Global Select Market and is quoted under the symbol CREE. There were
500 holders of record of our common stock as of August 14, 2012. The following table sets forth, for the quarters indicated, the
high and low closing sales prices as reported by NASDAQ.
First Quarter..................................................................................... $ 37.11
Second Quarter ................................................................................
31.00
Third Quarter ...................................................................................
Fourth Quarter .................................................................................
32.21
32.88
High
Low
$ 26.65
High
$ 75.63
Low
$ 48.72
20.32
21.41
22.91
72.05
69.20
46.72
48.74
42.90
33.15
Fiscal 2012
Fiscal 2011
We have never paid cash dividends on our common stock and do not anticipate that we will do so in the foreseeable
future. There are no contractual restrictions in place that currently materially limit, or are likely in the future to materially limit
us from paying dividends on our common stock, but applicable state law may limit the payment of dividends. Our present
policy is to retain earnings, if any, to provide funds for the operation and expansion of our business.
23
Stock Performance Graph
The following information in this Item 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material”
or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18
of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act or the
Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
The following graph compares the cumulative total return on our common stock with the cumulative total returns of The
NASDAQ Composite Index and The NASDAQ Electronic Components Index for the five-year period commencing June 24,
2007. The stock price performance shown on the graph below is not necessarily indicative of future price performance.
Comparison of Five-Year Cumulative Total Return*
Among Cree, Inc., The NASDAQ Composite Index
And The NASDAQ Electronic Components Index
*
Assumes (1) $100 invested on June 24, 2007 in Cree, Inc. Common Stock, The NASDAQ Composite Index and The
NASDAQ Electronic Components Index and (2) the immediate reinvestment of all dividends.
6/24/2007
Cree, Inc. ............................................................. $ 100.00
NASDAQ Composite Index ...............................
100.00
NASDAQ Electronic Components Index .........
100.00
6/29/2008
86.39
$
6/28/2009
$ 109.16
6/27/2010
$ 237.36
6/26/2011
$ 123.90
6/24/2012
89.20
$
90.20
89.95
72.35
68.21
88.34
84.07
106.49
83.63
117.44
86.19
Sale of Unregistered Securities
Other than in connection with our previously disclosed acquisition of Ruud Lighting, there were no unregistered
securities sold during fiscal 2012.
24
The following table summarizes stock repurchase activity for the fourth quarter of fiscal 2012 (in thousands except price
per share data):
Period
Shares repurchased outside our Stock Repurchase Program1
March 26, 2012 to April 22, 2012 .........................................
April 23, 2012 to May 20, 2012 ............................................
May 21, 2012 to June 24, 2012 .............................................
Total..................................................................................
Shares repurchased under our Stock Repurchase Program2
March 26, 2012 to April 22, 2012............................................
April 23, 2012 to May 20, 2012...............................................
May 21, 2012 to June 24, 2012................................................
Total.....................................................................................
Total
Number of
Shares
Purchased
Average
Price Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Approximate
Dollar Value of
Shares that May
Yet be Purchased
Under the Plans
or Programs3
—
—
5
5
—
—
500
500
—
—
$
$
40.85
40.85
—
—
$
$
23.98
23.98
— $
—
—
— $
200,000
200,000
200,000
200,000
— $
—
500
500
$
200,000
200,000
188,009
188,009
(1) Represents shares of our common stock returned to us in connection with the exercise of our indemnification rights
under the stock purchase agreement pursuant to which we acquired Ruud Lighting. The shares were returned from
escrow during the fourth quarter of fiscal 2012. The average price per share represents the deemed value of the shares as
specified in such stock purchase agreement.
(2) During the three months ended June 24, 2012, we repurchased 500,000 shares under the repurchase program.
(3) We were authorized to repurchase shares of our common stock having an aggregate purchase price not exceeding $200
million as authorized by our Board of Directors from June 16, 2011 through the expiration of the program on June 24,
2012. After the repurchase of 500,000 shares during the fourth quarter of fiscal 2012, there was $188.0 million
remaining in the June 16, 2011 Board authorization.
There were no other repurchases of our common stock during fiscal 2012. Since the inception of our stock repurchase
program in January 2001, we have repurchased 10.3 million shares of our common stock at an average price of $19.95 per
share with an aggregate value of $205.4 million.
As of June 24, 2012, pursuant to an extension of our stock repurchase program authorized by our Board of Directors, we
are authorized to repurchase shares of our common stock having an aggregate purchase price not exceeding $200 million for all
purchases from June 14, 2012 through the expiration of the program in June 30, 2013. The repurchase program can be
implemented through open market or privately negotiated transactions at the discretion of our management.
Item 6. Selected Financial Data
The consolidated statement of income data set forth below with respect to the fiscal years ended June 24, 2012, June 26,
2011, and June 27, 2010 and the consolidated balance sheet data at June 24, 2012 and June 26, 2011 are derived from, and are
qualified by reference to, the audited consolidated financial statements included in Item 8 of this Annual Report and should be
read in conjunction with those financial statements and notes thereto. The consolidated statement of income data for the fiscal
years ended June 28, 2009 and June 29, 2008 and the consolidated balance sheet data at June 27, 2010, June 28, 2009, and
June 29, 2008 are derived from audited consolidated financial statements not included herein. Certain fiscal 2011, fiscal 2010,
fiscal 2009, and fiscal 2008 amounts have been reclassified to conform to fiscal 2012 classifications. These reclassifications
had no effect on previously reported income from operations or shareholders’ equity.
25
Selected Consolidated Financial Data
(Thousands, except per share data)
June 24,
2012
June 26,
2011
June 27,
2010
June 28,
2009
June 29,
2008
Years Ended
Statement of Income Data1, 2
Revenue, net ................................................................. $1,164,658
Operating income.......................................................... $
39,258
Net income from continuing operations ....................... $
Net income from continuing operations per share,
basic .............................................................................. $
Net income from continuing operations per share,
diluted ........................................................................... $
44,412
0.39
0.39
$ 987,615
$ 867,287
$ 567,255
$ 493,296
$ 168,706
$ 197,778
$ 146,500
$ 152,290
$
$
1.35
1.33
$
$
1.49
1.45
$
$
$
$
30,590
30,650
0.35
0.34
$
$
$
$
12,041
31,812
0.37
0.36
Weighted Average Shares Outstanding
Basic .............................................................................
Diluted ..........................................................................
114,693
115,225
108,522
110,035
102,371
104,698
88,263
89,081
86,366
88,077
June 24,
2012
June 26,
2011
June 27,
2010
June 28,
2009
June 29,
2008
Years Ended
Balance Sheet Data1,2
Cash, cash equivalents and short-term investments ..... $ 744,513
Working capital.............................................................
1,015,104
$1,085,797
$1,066,405
$ 447,210
$ 371,032
1,316,579
1,235,072
500,755
408,293
Total assets....................................................................
2,747,498
2,446,722
2,199,176
1,404,567
1,313,407
Long term obligations...................................................
38,430
44,842
51,037
51,138
42,992
Shareholders’ equity .....................................................
2,559,891
2,261,564
2,028,048
1,224,748
1,145,740
_________________
1 Consolidated statement of income data and balance sheet data for fiscal years 2009 and 2008 exclude Cree Microwave as it
was accounted for as a discontinued operation during fiscal year 2006.
2 Consolidated statement of income data and balance sheet data for fiscal year 2012 include Ruud Lighting from the date of its
acquisition in the first quarter of fiscal 2012. See Note 3, “Acquisitions,” in our consolidated financial statements included in
Item 8 of this annual report for more information about the impact of the acquisition on our consolidated financial statements.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary
The following discussion is designed to provide a better understanding of our audited consolidated financial statements
and notes thereto, including a brief discussion of our business and products, key factors that impacted our performance, and a
summary of our operating results. The following discussion should be read in conjunction with our consolidated financial
statements included in Item 8 of this Annual Report. Historical results and percentage relationships among any amounts in the
financial statements are not necessarily indicative of trends in operating results for any future periods.
Overview
We are a leading innovator of lighting-class light emitting diode (LED) products, lighting products and semiconductor
products for power and radio-frequency (RF) applications. Our products are targeted for applications such as indoor and
outdoor lighting, video displays, transportation, electronic signs and signals, power supplies, solar inverters and wireless
systems.
We develop and manufacture semiconductor materials and devices primarily based on silicon carbide (SiC), gallium
nitride (GaN) and related compounds. The physical and electronic properties of SiC and GaN offer technical advantages over
traditional silicon, gallium arsenide (GaAs) and other materials used for electronic and opto-electronic applications.
26
Our LED products consist of LED components, LED chips, and SiC wafers. As LED technology improves, we believe
the potential market for LED lighting will continue to expand. Our success in selling LED products depends upon our ability to
offer innovative products and solutions that enable our customers to develop and market LED based products that successfully
compete and drive LED adoption against traditional lighting products.
Our lighting products consist of both LED and traditional lighting systems. We design, manufacture and sell lighting
systems for indoor and outdoor applications, with our primary focus on LED lighting systems for the commercial and industrial
markets. We also use our LED systems expertise to accelerate LED lighting adoption and expand the market for our LED
components.
In addition, we develop, manufacture and sell power and RF devices. Our power products are made from SiC and
provide faster switching speeds than comparable silicon-based power devices for a given power level. Our RF devices are
made from GaN and produce higher power densities as compared to silicon or gallium arsenide.
The majority of our products are manufactured at our production facilities located in North Carolina, Wisconsin, and
China. We also use contract manufacturers for certain aspects of product fabrication, assembly and packaging. We operate
research and development facilities in North Carolina, California, Wisconsin, and China.
Cree, Inc. is a North Carolina corporation established in 1987. For further information about our consolidated revenues
and earnings, please see our consolidated financial statements included in Item 8 of this Annual Report.
Reportable Segments
As of June 24, 2012, we have three reportable segments:
• LED Products
• Lighting Products
•
Power and RF Products
Reportable segments are components of an entity that have separate financial data that the entity’s Chief Operating Decision
Maker (CODM) regularly reviews when allocating resources and assessing performance. Our CODM is the Chief Executive
Officer.
For financial results by reportable segment, please refer to Note 13, “Reportable Segments” in our consolidated financial
statements included in Item 8 of this Annual Report.
Industry Dynamics and Trends
There are a number of industry factors that affect our business which include, among others:
• Overall Demand for Products and Applications using LEDs. Our potential for growth depends significantly on
the adoption of LEDs within the general lighting market and our ability to affect this rate of adoption. Although
LED lighting has grown in recent years, adoption of LEDs for general lighting is relatively new, still limited, and
faces significant challenges before widespread adoption. Demand also fluctuates based on various market cycles,
a continuously evolving LED industry supply chain, and demand dynamics in the market. These uncertainties
make demand difficult to forecast for us and our customers.
•
•
Intense and Constantly Evolving Competitive Environment. Competition in the LED and lighting industry is
intense. Many companies have made significant investments in LED development and production equipment.
Traditional lighting companies and new entrants are investing in LED based lighting products as LED adoption
has gained momentum. Product pricing pressures exist as market participants often undertake pricing strategies to
gain or protect market share, increase the utilization of their production capacity and open new applications to
LED based solutions. To remain competitive, market participants must continuously increase product
performance and reduce costs. To address these competitive pressures, we have invested in R&D activities to
support new product development to deliver higher levels of performance and lower costs to differentiate our
products in the market.
Technological Innovation and Advancement. Innovations and advancements in LED technology continue to
expand the potential commercial application of LEDs particularly in the general illumination market. However,
new technologies or standards could emerge, or improvements could be made in existing technologies, that could
reduce or limit the demand for LEDs in certain markets.
27
• Regulatory Actions Concerning Energy Efficiency. Many countries have already instituted or have announced
plans to institute government regulations and programs designed to encourage or mandate increased energy
efficiency, even in some cases banning forms of incandescent lighting, which are advancing the adoption of more
energy efficient lighting solutions such as LEDs. While this trend is generally positive, these regulations are
affected by changing political priorities which can modify or limit the effectiveness of these new regulations.
•
Intellectual Property Issues. Market participants rely on patented and non-patented proprietary information
relating to product development, manufacturing capabilities and other core competencies of their business.
Protection of intellectual property is critical. Therefore, steps such as additional patent applications,
confidentiality and non-disclosure agreements, as well as other security measures are generally taken. To enforce
or protect intellectual property rights, litigation or threatened litigation commonly occurs.
Fiscal 2012 Overview
The following is a summary of our financial results for the year ended June 24, 2012:
• Our year over year revenues increased 18% to $1.2 billion.
• Gross margin percentage declined from 44% in fiscal 2011 to 35% in fiscal 2012. Gross profit decreased by $26.3
million.
• Operating income was $39.3 million in fiscal 2012 compared to $168.7 million in fiscal 2011. Net income per
diluted share was $0.39 compared to $1.33 for fiscal 2011.
• Combined cash, cash equivalents and short-term investments decreased to $744.5 million at June 24, 2012
compared to $1.1 billion at June 26, 2011 primarily due to the cash outlay to acquire Ruud Lighting. Cash
provided by operating activities was $242.3 million for the year.
•
Inventory increased to $188.8 million at June 24, 2012 compared to $176.5 million at June 26, 2011.
• We spent $95.0 million on purchases of property and equipment in fiscal 2012 compared to $237.1 million in
fiscal 2011.
Business Outlook
We project that the markets for our products will remain highly competitive during fiscal 2013. We anticipate focusing
on the following key areas, among others, in response to this competitive environment:
• Accelerate adoption of LED lighting. We continue to work on developing new LED lighting systems to increase
the lumens per dollar, which brings LED lighting closer to price parity with conventional technology and reduces
the payback time for the customer. We are focused on delivering best-in-class products for key lighting categories
and expanding our sales channels to build the Cree brand and access more customers.
• Grow LED component sales through product innovation. We are working to leverage our SC3 Technology™ next
generation LED platform into a range of new LED component products that are targeted to deliver more lumens
per dollar to the customer. We are also developing component and module products targeted to simplify our
customers’ product designs and reduce their time to market.
•
Leverage technology leadership in Power and RF to open new applications for these products. In the power
product line, we are working with our customers to combine our SiC MOSFET and Schottky diodes technology to
enable power modules for solar, uninterruptable power supplies (UPS) and motor control applications. In the RF
product line, we are developing GaN based products to access new military applications and some commercial
platforms.
•
Translate product innovation into revenue and profit growth. We target incremental improvement from factory
cost reductions, process improvements and lower cost new product designs.
28
Results of Operations
The following table sets forth certain consolidated statement of income data for the periods indicated:
2012
2011
2010
(in thousands, except per share amounts and percentages)
Revenue, net ......................................................... $ 1,164,658
Cost of revenue, net...............................................
755,196
Gross profit ..........................................................
409,462
Research and development ....................................
Dollars
143,357
Sales, general and administrative ..........................
Amortization of acquisition related intangibles ....
197,092
26,274
Loss on disposal or impairment of long-lived
assets......................................................................
Operating income ................................................
Other non-operating income..................................
Interest income, net ...............................................
Income before income taxes................................
Income tax expense ...............................................
Net income............................................................ $
Diluted earnings per share.................................. $
3,481
39,258
932
7,457
47,647
3,235
44,412
0.39
Revenues
% of
Revenue
Dollars
% of
Revenue
Dollars
100% $ 987,615
100% $ 867,287
% of
Revenue
100%
65 %
35%
12 %
17 %
2 %
0 %
3%
—
1 %
4%
551,842
435,773
115,035
139,304
10,776
1,952
168,706
993
8,528
178,227
56 %
44%
12 %
14 %
1 %
—
17%
—
1 %
18%
456,180
411,107
81,407
115,601
12,180
4,141
197,778
294
7,400
205,472
—
31,727
4% $ 146,500
1.33
$
3 %
53,182
15% $ 152,290
1.45
$
53 %
47%
9 %
13 %
1 %
1 %
23%
—
1 %
24%
6 %
18%
Revenues for fiscal 2012, 2011 and 2010 were comprised of the following (in thousands, except percentages):
LED Products........................ $ 756,924
June 24,
2012
Fiscal Years Ended
Year-Over-Year Change
June 26,
2011
$ 808,207
June 27,
2010
$ 747,431
2011 to 2012
2010 to 2011
$ (51,283)
(6)% $
60,776
8%
% of Revenue ......................
Lighting Products..................
% of Revenue ......................
Power and RF Products ........
65%
82%
86%
334,704
81,784
42,516
252,920
309 %
39,268
92%
29%
8%
5%
73,030
97,624
77,340
(24,594)
(25)%
20,284
26%
% of Revenue ......................
6%
10%
9%
Total revenue.......... $ 1,164,658
$ 987,615
$ 867,287
$ 177,043
18 % $ 120,328
14%
Our consolidated revenue increased 18% to $1.2 billion in fiscal 2012 from $987.6 million in fiscal 2011. This year over
year increase is due to the 309% increase in Lighting Products revenue from sales of products acquired from Ruud Lighting and
an increase in the sales of our existing products. The increase in Lighting Products revenue offset the 6% decrease in LED
Products revenues year over year and the 25% decrease in Power and RF Products revenue over the same period.
Our consolidated revenue increased 14% to $987.6 million in fiscal 2011 from $867.3 million in fiscal 2010. This year
over year increase was due to an increase of 8% in LED Products Revenue driven by increased sales of LED components, 92%
in Lighting Products revenue driven by growth in the general illumination market and new product introductions, and 26% in
Power and RF Products revenue due to increased orders for SiC Schottky diodes and GaN MMICs.
LED Products Segment Revenue
LED Products revenue represents the largest portion of our revenue with approximately 65%, 82%, and 86% of our total
revenues for fiscal 2012, 2011, and 2010, respectively. LED Products revenue was $756.9 million, $808.2 million, and $747.4
million for fiscal 2012, 2011, and 2010, respectively.
LED Products revenue decreased approximately 6% to $756.9 million in fiscal 2012 from $808.2 million in fiscal 2011.
29
This decrease was primarily due to generally weaker demand and downward pricing pressure for our LED chips and
components. LED products overall blended average selling price, or ASP increased by 8% in fiscal 2012 compared to fiscal
2011 due primarily to changes in product mix.
LED Products revenue increased 8% to $808.2 million in fiscal 2011 as compared to $747.4 million in fiscal 2010. This
increase was driven by increased sales of LED components partially offset by lower demand for LED chips and a more
competitive pricing environment. LED Products overall blended ASP increased approximately 51% in fiscal 2011 as compared
to fiscal 2010. This increase was due to a shift in product mix to a higher proportion of revenues generated from sales of our
LED components versus our LED chips.
Lighting Products Segment Revenue
Lighting Products revenues represented approximately 29%, 8%, and 5% of our total revenues for fiscal 2012, 2011 and
2010 respectively. Lighting Products revenue was $334.7 million, $81.8 million, and $42.5 million for fiscal 2012, 2011, and
2010 respectively.
Lighting Products revenue increased approximately 309% to $334.7 million in fiscal 2012 from $81.8 million in fiscal
2011. The increase in our Lighting Products revenue was primarily due to sales of products acquired from Ruud Lighting and
an increase in the sales of our existing products. Including the Ruud Lighting products acquired, which have a higher overall
ASP than our existing products, the Lighting Products overall blended ASP increased by approximately 34% in fiscal 2012
compared to fiscal 2011.
Lighting Products revenue increased 92% to $81.8 million in fiscal 2011 as compared to $42.5 million in fiscal 2010.
This increase was due to higher sales resulting from growth in the LED general illumination market and new product
introductions. Lighting Products overall blended ASP decreased approximately 29% in fiscal 2011 compared to fiscal 2010 due
to the expansion of lower price product offerings.
Power and RF Products Segment Revenue
Power and RF Products revenue represented approximately 6%, 10%, and 9% of our total revenues for fiscal 2012, 2011,
and 2010, respectively. Power and RF Products revenue was $73.0 million, $97.6 million, and $77.3 million for fiscal 2012,
2011, and 2010, respectively.
Power and RF Products revenue decreased approximately 25% to $73.0 million in fiscal 2012 from $97.6 million in fiscal
2011. The decrease in revenue was primarily due to a lower demand in the solar inverter market and the delay of RF orders
related to military programs. Power and RF Products overall blended ASP decreased by 11% in fiscal 2012 compared to fiscal
2011 due to change in product mix.
Power and RF Products revenue increased $20.3 million or 26% in fiscal 2011 as compared to fiscal 2010. This increase
was primarily due to increased orders for SiC Schottky diodes and GaN MMICs. The Power and RF Products overall blended
ASP decreased by 4% in fiscal 2011 compared to fiscal 2010 due to change in product mix.
Unallocated Revenue
All of our revenue is allocated to our reportable segments. The Company’s Chief Executive Officer does not review inter-
segment revenue when evaluating performance and allocating resources to each segment, and inter-segment revenue is not
included in the segment revenues presented above. As such, total segment revenue in the table above is equal to the Company’s
consolidated revenue.
30
Gross Profit and Gross Margin
Gross profit and gross margin for fiscal 2012, 2011 and 2010 were as follows (in thousands, except percentages):
LED Products gross profit.......................... $ 290,642
June 24,
2012
Fiscal Years Ended
Year-Over-Year Change
June 26,
2011
$ 375,424
June 27,
2010
$ 379,806
2011 to 2012
2010 to 2011
$(84,782)
(23)% $ (4,382)
(1)%
LED Products gross margin ..................
Lighting Products gross profit....................
Lighting Products gross margin ............
Power and RF Products gross profit...........
Power and RF Products gross margin...
Unallocated costs........................................
Consolidated gross profit..................
Consolidated gross margin ...............
38%
46%
51%
103,396
23,686
12,041
79,710
337 %
11,645
97 %
31%
29%
28%
32,051
49,828
34,358
(17,777)
(36)%
15,470
45 %
44%
(16,627)
409,462
51%
(13,165)
435,773
44%
(15,098)
411,107
35%
44%
47%
(3,462)
(26,311)
26 %
(6)%
1,933
(13)%
24,666
6 %
Our consolidated gross profit decreased 6% to $409.5 million in fiscal 2012 from $435.8 million in fiscal 2011. Our
consolidated gross margin decreased to 35% in fiscal 2012 from 44% in fiscal 2011. These year over year consolidated gross
profit and gross margin decreases are due to the decrease in LED Products and Power and RF Products gross profit, offset by an
increase in Lighting Products gross profit. The 23% decrease in LED Products gross profit was due to a competitive pricing
environment and lower factory utilization. The 36% decrease in Power and RF Products gross profit was due to reduced solar
demand that resulted in lower factory utilization. The 337% increase in Lighting Products gross profit was due to increased
sales volume due to the Ruud Lighting acquisition, manufacturing cost reductions and lower cost new product designs.
Our consolidated gross profit increased 6% to $435.8 million in fiscal 2011 from $411.1 million in fiscal 2010. However,
consolidated gross margin decreased to 44% in fiscal 2011 from 47% in fiscal 2010. Factors contributing to the increase in
gross profit included a 97% increase in Lighting Products gross profit due to increased sales and a 45% increase in Power and
RF Products gross profit due to increased sales and lower costs. These gross profit increases were partially offset by a 1%
decrease in LED Products gross profit due to significant pricing pressure. The consolidated gross margin decrease is due to a
more competitive pricing environment and lower factory utilization for LED Products and Power and RF Products, as well as
an increase in sales of Lighting Products and a decline in gross profit on our LED Products.
LED Products Segment Gross Profit and Gross Margin
Our LED Products gross profit was $290.6 million, $375.4 million, and $379.8 million for fiscal 2012, 2011, and 2010,
respectively. LED Products gross margin was 38%, 46%, and 51% for fiscal 2012, 2011, and 2010 respectively.
LED Products gross profit decreased approximately 23% to $290.6 million in fiscal 2012 from $375.4 million in fiscal
2011 and LED Products gross margin decreased to 38% in fiscal 2012 from 46% in fiscal 2011. LED Products gross profit and
gross margin fell during fiscal 2012 due to a competitive pricing environment for LED chips and components and lower factory
utilization.
LED products gross profit decreased approximately 1% to $375.4 million in fiscal 2011 from $379.8 million in fiscal
2010. LED Products gross margin decreased to 46% in fiscal 2011 from 51% in fiscal 2010. LED products gross profit and
gross margin fell in fiscal 2011 due to a more competitive pricing environment.
Lighting Products Segment Gross Profit and Gross Margin
Lighting Products gross profit was $103.4 million, $23.7 million, and $12.0 million for fiscal 2012, 2011, and 2010,
respectively. Lighting Products gross margin was 31%, 29%, and 28% for fiscal 2012, 2011, and 2010 respectively.
Lighting Products gross profit increased approximately 337% to $103.4 million in fiscal 2012 from $23.7 million in fiscal
2011. During fiscal 2012, Lighting Products gross margin increased to 31% from 29% in fiscal 2011. Lighting Products gross
profit and gross margin increased during fiscal 2012 due to a combination of increased sales volumes due to the Ruud Lighting
acquisition, manufacturing cost reductions and lower cost new product designs.
Lighting Products gross profit increased approximately 97% to $23.7 million in fiscal 2011 from $12.0 million in fiscal
2010. Lighting Products gross margin increased to 29% in fiscal 2011 from 28% in fiscal 2010. Lighting Products gross profit
and gross margin increased in fiscal 2011 due to increased sales.
31
Power and RF Products Segment Gross Profit and Gross Margin
Power and RF Products gross profit was $32.1 million, $49.8 million, and $34.4 million for fiscal 2012, 2011, and 2010,
respectively. Power and RF Products gross margin was 44%, 51%, and 44% for fiscal 2012, 2011, and 2010 respectively.
Power and RF Products gross profit decreased approximately 36% to $32.1 million in fiscal 2012 from $49.8 million in
fiscal 2011. For fiscal 2012, Power and RF Products gross margin decreased to 44% from 51% in 2011. Power and RF
Products gross profit and gross margin decreased during fiscal 2012 due to lower revenue, primarily from reduced solar demand
which resulted in lower factory utilization.
Power and RF Products gross profit increased approximately 45% to $49.8 million in fiscal 2011 from $34.4 million in
fiscal 2010. Power and RF Products gross margin increased to 51% in fiscal 2011 from 44% in fiscal 2010. Power and RF
Products gross profit and gross margin increased during fiscal 2011 due to increased product sales and lower manufacturing
costs.
Unallocated Costs
Total gross profit and gross margin by segment reconcile to consolidated gross profit and gross margin through a
subtraction of $16.6 million, $13.2 million, and $15.1 million of unallocated variable compensation costs for manufacturing
employees, consisting primarily of stock-based compensation, expenses for profit sharing and quarterly or annual incentive
plans, matching contributions under our 401(k) plan and acquisition related costs. These costs are not allocated to the
reportable segments’ gross profit because our Chief Executive Officer does not review them regularly when evaluating segment
performance and allocating resources. For further information on the allocation of costs to segment gross profit, refer to Note
13, “Reportable Segments,” in our consolidated financial statements included in Item 8 of this Annual Report.
Research and Development
Research and development expenses include costs associated with the development of new products, enhancements of
existing products and general technology research. These costs consist primarily of employee salaries and related
compensation costs, occupancy costs, consulting costs and the cost of development equipment and supplies.
The following sets forth our research and development expenses in dollars and as a percentage of revenues (in thousands,
except percentages):
Research and development............... $ 143,357
June 24,
2012
Fiscal Years Ended
Year-Over-Year Change
June 26,
2011
$ 115,035
June 27,
2010
$ 81,407
2011 to 2012
28,322
$
25% $
2010 to 2011
33,628
41%
Percent of revenue.....................
12%
12%
9%
Research and development expenses in fiscal 2012 increased 25% to $143.4 million from $115.0 million in fiscal 2011.
The increase was primarily due to increased spending on new LED chips, LED components, LED lighting products, power
products, including associated manufacturing process improvement initiatives, and incremental research and development
expense incurred from the acquisition of Ruud Lighting.
Research and development expenses increased 41% in fiscal 2011 to $115.0 million compared to $81.4 million in fiscal
2010. The increase was primarily due to increased spending to support the transition to 150mm wafer capabilities as well as
continued research and development activities focused on new LED chips, LED components, LED lighting products, and power
products.
Our research and development expenses vary significantly from year to year based on a number of factors, including: the
timing of new product introductions, timing of expenditures and the number and nature of our ongoing research and
development activities. However, we anticipate that in general our research and development expenses will continue to
increase over time to support future growth.
32
Sales, General and Administrative
Sales, general and administrative expenses are composed primarily of costs associated with our sales and marketing
personnel and our executive and administrative personnel (for example, finance, human resources, information technology and
legal) and consist of 1) salaries and related compensation costs, 2) consulting and other professional services (such as litigation
and other outside legal counsel fees, audit and other compliance costs), 3) facilities and insurance costs, and 4) travel and other
costs. The following table sets forth our sales, general and administrative expenses in dollars and as a percentage of revenues
(in thousands, except percentages):
Sales, general and administrative.......... $ 197,092
June 24,
2012
Fiscal Years Ended
Year-Over-Year Change
June 26,
2011
$ 139,304
June 27,
2010
$ 115,601
2011 to 2012
57,788
$
41% $
2010 to 2011
23,703
21%
Percent of revenue..........................
17%
14%
13%
Sales, general and administrative expenses in fiscal 2012 increased 41% to $197.1 million from $139.3 million in fiscal
2011. This increase is primarily due to an increase in spending on sales and marketing for lighting products as we continue to
expand our direct sales resources and channels and invest in building and promoting the Cree brands. The increase is also due
to incremental sales, general and administrative expenses from Ruud Lighting, the legal transaction costs associated with the
Ruud Lighting acquisition and patent litigation expenses.
Sales, general and administrative expenses increased 21% in fiscal 2011 to $139.3 million compared to $115.6 million in
fiscal 2010. The increase in costs in fiscal 2011 is primarily due to an increase in spending on sales and marketing as we
expanded our direct sales resources and channels and invested in building the Cree brand. Additionally, costs increased due to
higher patent litigation expenses.
Amortization of Acquisition Related Intangibles
As a result of our acquisitions, we have recorded various intangible assets, including customer relationships and
developed technologies. During fiscal 2012, we acquired Ruud Lighting, resulting in $206.0 million of amortizable intangible
assets, principally composed of developed technology, customer relationships and trade names. In fiscal 2008, we acquired
LED Lighting Fixtures, Inc. (LLF), resulting in an additional $41.2 million of amortizable intangible assets. These intangible
assets are principally composed of developed technology that specifically relates to technologies underlying the development of
LED lighting products for the general illumination market. During fiscal 2007, we acquired INTRINSIC Semiconductor
Corporation and COTCO Luminant Device Limited (COTCO), resulting in $63.7 million of amortizable intangible assets
principally composed of customer relationships and developed technology.
Amortization of intangible assets related to our acquisitions is as follows (in thousands, except percentages):
Fiscal Years Ended
Year-Over-Year Change
June 24,
2012
June 26,
2011
June 27,
2010
2011 to 2012
2010 to 2011
Ruud Lighting.............................................. $ 17,473
COTCO........................................................
5,058
—
$ 6,932
LLF ..............................................................
2,998
INTRINSIC .................................................
745
Total...................................................... $ 26,274
$ 8,290
— $ 17,473
(1,874)
(101)
—
745
3,145
3,099
745
$ 10,776
$ 12,180
$ 15,498
100 %
—
(27)% $ (1,358)
(46)
(3)%
—
144 % $ (1,404)
0 %
0 %
(16)%
(1)%
0 %
(12)%
Amortization of acquisition related intangibles is not allocated to our reportable segments because our Chief Executive
Officer reviews this expense on a consolidated basis.
33
Loss on Disposal or Impairment of Long-Lived Assets
We operate a capital intensive business. As such, we dispose of a certain level of our equipment in the normal course of
business as our production processes change due to production improvement initiatives or product mix changes. Due to the risk
of technological obsolescence or changes in our production process, we regularly review our equipment and capitalized patent
costs for possible impairments in value. The following table sets forth our loss on disposal or impairment of long-lived assets
(in thousands, except percentages):
Fiscal Years Ended
Year-Over-Year Change
June 24,
2012
June 26,
2011
June 27,
2010
2011 to 2012
2010 to 2011
Loss on disposal or impairment of long-
lived assets, net............................................ $ 3,481
$ 1,952
$ 4,141
$ 1,529
78% $ (2,189)
(53)%
We recorded a net loss of $3.5 million, $2.0 million, and $4.1 million on the disposal of long-lived assets in fiscal years
2012, 2011, and 2010 respectively. These net losses were primarily the result of disposals of equipment due to changes in
various manufacturing processes and the impairment of certain capitalized patent costs as a result of technological
obsolescence.
Non-Operating Income
The following table sets forth our non-operating income (in thousands, except percentages):
Fiscal Years Ended
Year-Over-Year Change
Other non-operating income, net................. $
Interest income, net .....................................
7,457
Total...................................................... $ 8,389
June 24,
2012
June 26,
2011
June 27,
2010
932
$
993
$
294
8,528
7,400
$ 9,521
$ 7,694
$
2011 to 2012
(61)
(1,071)
$ (1,132)
(6)% $
2010 to 2011
699
238%
(13)%
1,128
(12)% $ 1,827
15%
24%
We have no debt or active lines of credit and we are in a net interest income position. Our investments consist of fixed
interest rate securities such as high-grade corporate debt, commercial paper, government securities, municipal bonds, and other
fixed interest rate investments. The primary objective of our investment policy is preservation of principal.
Other non-operating income, net is comprised primarily of gains on sales of investments and foreign exchange gains and
losses. Other non-operating income, net for fiscal 2012 of $0.9 million is primarily due to gains on sales of investments
liquidated in order to fund our acquisition of Ruud Lighting. The increase in other non-operating income, net for fiscal 2011 to
$1.0 million from $0.3 million in fiscal 2010 is primarily due to foreign exchange gains recorded during fiscal 2011.
Net interest income declined to $7.5 million in fiscal 2012 from $8.5 million in fiscal 2011. This decline was primarily
due to the cash outlay associated with the Ruud Lighting acquisition in the first quarter of fiscal 2012, which reduced our
average cash and investment balances in fiscal year 2012 as compared to fiscal 2011.
Net interest income was $8.5 million and $7.4 million in fiscal 2011 and fiscal 2010, respectively. This $1.1 million year
over year increase was due to a combination of fluctuations in interest rates on our cash, cash equivalents and investments and
differences between the periods in our average cash and investment balances.
Income Tax Expense
The following table sets forth our income tax expense in dollars and our effective tax rate (in thousands, except
percentages):
Income tax expense..................... $ 3,235
June 24,
2012
Fiscal Years Ended
Year-Over-Year Change
June 26,
2011
$ 31,727
June 27,
2010
$ 53,182
2011 to 2012
2010 to 2011
$ (28,492)
(90)% $ (21,455)
(40%)
Effective tax rate..................
7%
18%
26%
34
We recorded income tax expense of $3.2 million in fiscal 2012 as compared to income tax expense of $31.7 million in
fiscal 2011. The decrease in the effective tax rate from 18% in fiscal 2011 to 7% in fiscal 2012 is due to the increased impact of
net tax benefits related to prior year audit settlements, statute expirations, and tax credits relative to lower year over year pre-tax
income. The decrease in the effective tax rate from 26% in fiscal 2010 to 18% in fiscal 2011 was primarily due to a change in
the mix of pre-tax income from various tax jurisdictions, primarily mainland China and Hong Kong, and the new tax holiday in
Malaysia effective in fiscal 2011 with respect to our subcontract manufacturing and distribution operations. For further
discussion of changes in our effective tax rate, please refer to Note 11, “Income Taxes,” in our consolidated financial statements
included in Item 8 of this Annual Report.
The variation between our effective tax rate and the U.S. statutory rate of 35% is primarily due to the consolidation of our
foreign operations, which are generally subject to income taxes at lower statutory rates as well as the net tax benefit related to
prior year audit settlements and statute expirations recorded during fiscal 2012. A change in the mix of pretax income from
these various tax jurisdictions can have a significant impact on our periodic effective tax rate. In addition, our effective tax rate
may be negatively impacted by the lack of sufficient excess tax benefits (credits) that accumulate in our equity as additional
paid-in-capital (APIC) and referred to as the “APIC pool” of credits. In situations where our realized tax deductions for certain
stock based compensation awards, such as non-qualified stock options and restricted stock, are less than those originally
anticipated, which accumulate in the APIC pool, U.S. GAAP requires that we record the difference as an increase to income tax
expense.
Liquidity and Capital Resources
Overview
We require cash to fund our operating expenses and working capital requirements, including outlays for research and
development, capital expenditures, strategic acquisitions and investments. Our principal sources of liquidity are cash on hand,
marketable investments and cash generated from operations. Our ability to generate cash from operations has been one of our
fundamental strengths and has provided us with substantial flexibility in meeting our operating, financing and investing needs.
We have no debt or active lines of credit and have minimal lease commitments.
On August 17, 2011, we acquired all of the outstanding share capital of Ruud Lighting in exchange for consideration
consisting of 6.1 million shares of our common stock and $372.2 million in cash, subject to certain post-closing adjustments.
These post-closing adjustments are described in detail in Note 3, “Acquisitions,” in Item 8 of this Annual Report. Prior to the
completion of our acquisition of Ruud Lighting, Ruud Lighting completed the re-acquisition of its e-conolight business by
purchasing all of the membership interests of E-conolight LLC. Ruud Lighting previously sold its e-conolight business in
March 2010 and had been providing operational services to E-conolight since that date. In connection with the stock purchase
transaction, we funded Ruud Lighting’s re-acquisition of E-conolight and paid off Ruud Lighting’s outstanding debt in the
aggregate amount of approximately $85.0 million. The cash consideration and debt payoff were funded from cash on hand,
which reduced our available cash to fund our operating expenses and working capital by approximately $457.2 million.
Based on past performance and current expectations, we believe our cash and cash equivalents, investments, cash
generated from operations and our ability to access capital markets will satisfy our working capital needs, capital expenditures,
investment requirements, stock repurchases, contractual obligations, commitments and other liquidity requirements associated
with our operations through at least the next 12 months.
From time to time, we evaluate strategic opportunities, including potential acquisitions, divestitures or investments in
complementary businesses and we anticipate continuing to make such evaluations. We may also access capital markets through
the issuance of debt or additional shares of common stock in connection with the acquisition of complementary businesses or
other significant assets or for other strategic opportunities.
35
Contractual Obligations
At June 24, 2012, payments to be made pursuant to significant contractual obligations are as follows (in thousands):
Long-term debt obligations..............................................
Capital lease obligations ..................................................
Operating lease obligations.............................................. $
Purchase obligations ........................................................
Other long-term liabilities1 ..............................................
—
Total............................................................................... $ 205,459
Total
—
—
Less than
One Year
—
—
12,736
$
3,239
$
192,723
178,037
—
Payments due by period
One to
Three Years
—
Three to
Five Years
—
More Than
Five Years
—
$
—
5,752
8,048
—
—
3,588
3,622
—
$
—
157
3,016
—
$ 181,276
$
13,800
$
7,210
$
3,173
_________________
1 Other long-term liabilities as of June 24, 2012 include long-term tax contingencies, other tax liabilities and deferrals of
$18.9 million and other long-term contingent liabilities (i.e., warranties) of $3.8 million. These liabilities are not included in
the table above as they will either not be settled in cash and/or the timing of any payments is uncertain.
Operating leases include rental amounts due on leases of certain office and manufacturing space under the terms of non-
cancellable operating leases. These leases expire at various times through November 2017. All of the lease agreements provide
for rental adjustments for increases in base rent, property taxes and general property maintenance that would be recorded as rent
expense, if applicable.
Purchase obligations represent purchase commitments, including open purchase orders and contracts, and are generally
related to the purchase of goods and services in the ordinary course of business such as raw materials, supplies and capital
equipment.
Financial Condition
The following table sets forth our cash, cash equivalents and investments (in thousands):
Cash and cash equivalents .......................................................................................... $ 178,885
Short-term investments...............................................................................................
565,628
Total cash, cash equivalents, and short-term investments................................... $ 744,513
June 24,
2012
June 26,
2011
$ 390,598
695,199
$ 1,085,797
Change
$ (211,713)
(129,571)
$ (341,284)
Our liquidity and capital resources depend on our cash flows from operations and our working capital. Our working
capital decreased to $1,015.1 million as of June 24, 2012 from $1,316.6 million at June 26, 2011, primarily due to the use of
cash to fund our acquisition of Ruud Lighting in the first quarter of fiscal 2012. The following table presents the components of
our cash conversion cycle:
Days of sales outstanding (a) ...........................................................................................................
Days of supply in inventory (b)........................................................................................................
Days in accounts payable (c)............................................................................................................
Cash conversion cycle...............................................................................................................
_________________
June 24,
2012
June 26,
2011
45
85
(36)
94
44
106
(46)
104
Change
1
(21)
10
(10)
a) Days of sales outstanding (DSO) calculates the average collection period of our receivables. DSO is based on the ending
net trade receivables and the revenue for the quarter then ended. DSO is calculated by adding ending accounts receivable,
net of applicable allowances and reserves, and dividing that sum by the average net revenue per day for the respective
quarter.
b) Days of supply in inventory (DSI) measures the average number of days from procurement to sale of our product. DSI is
based on ending inventory and cost of goods sold for the quarter then ended. DSI is calculated by dividing inventory by
average cost of goods sold per day for the respective quarter.
36
c) Days in accounts payable (DPO) calculates the average number of days our payables remain outstanding before payment.
DPO is based on ending accounts payable and cost of goods sold for the quarter then ended. DPO is calculated by
dividing accounts payable by the average cost of goods sold per day for the respective quarter.
Overall our cash conversion cycle, or days to cash, decreased primarily due to a decrease in inventory on hand in relation
to current sales volumes.
As of June 24, 2012, we had unrealized losses on our investments of $0.2 million. All of our investments had investment
grade ratings, and any such investments that were in an unrealized loss position at June 24, 2012 were in such position due to
interest rate changes, sector credit rating changes or company-specific rating changes. As we intend and believe that we have
the ability to hold such investments for a period of time that will be sufficient for anticipated recovery in market value, we
currently expect to receive the full principal or recover our cost basis in these securities. The declines in value of the securities
in our portfolio are considered to be temporary in nature and, accordingly, we do not believe these securities are impaired as of
June 24, 2012.
We believe our current working capital and anticipated cash flows from operations will be adequate to meet our cash
needs for our daily operations and capital expenditures for at least the next 12 months. We have and may continue to use a
portion of our available cash and cash equivalents, or funds underlying our marketable securities, to repurchase shares of our
common stock. With our strong working capital position, we believe that we have the ability to continue to invest in further
development of our products and, when necessary or appropriate, make selective acquisitions or other strategic investments to
strengthen our product portfolio, secure key intellectual properties, or expand our production capacity.
Cash Flows
In summary, our cash flows were as follows (in thousands):
June 24,
2012
Cash (used) provided by financing activities...................
Cash provided by operating activities.............................. $ 242,280
Cash used in investing activities ......................................
(448,141)
(6,692)
Effect of foreign exchange changes.................................
840
Net (decrease) increase in cash and cash equivalents...... $ (211,713)
Fiscal Years Ended
Year-Over-Year Change
June 26,
2011
$ 251,380
(303,234)
44,546
475
(6,833)
$
June 27,
2010
$ 250,569
(763,387)
619,799
296
$ 107,277
2011 to 2012
(9,100)
$
(144,907)
(51,238)
365
$ (204,880)
2010 to 2011
811
$
460,153
(575,253)
179
$ (114,110)
The following is a discussion of our primary sources and uses of cash in our operating, investing and financing activities.
Cash Flows from Operating Activities
Cash provided by operating activities decreased slightly to $242.3 million in fiscal 2012 from $251.4 million in fiscal
2011. The change was due primarily to lower net income partially offset by an increase in various non-cash charges and
decreases in inventory, excluding inventory acquired. Cash provided by operating activities was relatively unchanged from
$250.6 million in fiscal 2010 to $251.4 million in fiscal 2011.
Cash Flows from Investing Activities
Our investing activities primarily relate to transactions within our investments, strategic acquisitions, purchase of
property, plant and equipment and purchase of patent and license rights. Net cash used in investing activities was $448.1
million for fiscal 2012 compared to $303.2 million for fiscal 2011. This year over year increase was primarily the result of the
$457.2 million in cash used to acquire Ruud Lighting in the first quarter of fiscal 2012, partially offset by a decrease in
purchases of property and equipment and an increase in our proceeds from the sale and maturity of investments, some of which
were liquidated to pay for the acquisition.
Net cash used in investing activities was $303.2 million for fiscal 2011 compared to $763.4 million for fiscal 2010. This
year over year decrease was primarily due to an overall net decrease in short term investment purchase activity and payment of
contingent consideration related to our COTCO acquisition. This decrease was partially offset by an increase in purchases of
property and equipment to expand our global production capacity and proceeds from maturities of investments.
37
We are continuing to actively manage our capital spending. For fiscal 2013, we target similar levels of investment as
fiscal 2012 to support our strategic priorities to lead the market, drive adoption of LED lighting, accelerate cost reductions and
support incremental capacity as needed.
Cash Flows from Financing Activities
In fiscal 2012, net cash used by financing activities was $6.7 million compared to net cash provided by financing
activities of $44.5 million in fiscal 2011. This year over year change was primarily related to the repurchase of 0.5 million
shares of common stock worth approximately $12.0 million during the fourth quarter of fiscal 2012 and a reduction in option
exercises during fiscal 2012 as compared to fiscal 2011. There were no common stock repurchases during fiscal 2011.
Net cash provided by financing activities was $44.5 million for fiscal 2011 compared to $619.8 million for fiscal 2010.
This year over year decrease was primarily due to our sale of 12.65 million shares of our common stock in a follow-on public
offering during fiscal 2010, which provided net proceeds of approximately $434 million.
As of June 24, 2012, up to $200 million of our common stock is approved for repurchase under the repurchase program
authorized by our Board of Directors beginning June 14, 2012 through June 30, 2013. Since the inception of our stock
repurchase program in 2001, we have repurchased approximately 10.3 million shares of our common stock at an average price
of $19.95 per share with an aggregate value of $205.4 million.
At the discretion of our management, the repurchase program can be implemented through open market or privately
negotiated transactions. We will determine the time and extent of repurchases based on our evaluation of market conditions and
other factors.
Fair Value
Under accounting principles generally accepted in the United States (U.S. GAAP), fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability (i.e., “the exit price”) in an orderly transaction between market
participants at the measurement date. U.S. GAAP also establishes a hierarchy for inputs used in measuring fair value that
maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable
inputs be used when available. Observable inputs are obtained from independent sources and can be validated by a third party,
whereas, unobservable inputs reflect assumptions regarding what a third party would use in pricing an asset or liability. The
fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:
• Level 1 - Valuations based on quoted prices in active markets for identical instruments that we are able to access.
Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation
of these products does not entail a significant degree of judgment.
• Level 2 - Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in
markets that are not active for identical or similar instruments, and model-derived valuations in which all
significant inputs and significant value drivers are observable in active markets.
• Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The financial assets for which we perform recurring fair value remeasurements are cash equivalents and short-term
investments. The financial assets for which we may be required to perform non-recurring fair value remeasurements (e.g., an
impairment of assets) are any investments in privately-held companies. As of June 24, 2012, financial assets utilizing Level 1
inputs included money market funds. Financial assets utilizing Level 2 inputs included corporate bonds, municipal bonds,
certificates of deposit, variable rate demand notes, non-U.S. government securities, commercial paper, and U.S. agency
securities. Level 2 assets are valued using a third-party pricing services consensus price which is a weighted average price
based on multiple sources. These sources determine prices utilizing market income models which factor in, where applicable,
transactions of similar assets in active markets, transactions of identical assets in infrequent markets, interest rates, bond or
credit default swap spreads and volatility. We do not have any significant financial assets requiring the use of Level 3 inputs.
Please refer to Note 6, “Fair Value of Financial Instruments” to the consolidated financial statements included in Item 8 of this
Annual Report for further information.
38
Financial and Market Risks
We are exposed to financial and market risks, including changes in interest rates, currency exchange rates and
commodities risk. We currently do not use derivative financial instruments to mitigate any of these risks; however, we may
choose to do so in the future. All of the potential changes noted below are based on sensitivity analyses performed on our
financial positions at June 24, 2012 and June 26, 2011. Actual results may differ materially.
Interest Rates
We maintain an investment portfolio principally composed of high-grade corporate debt, commercial paper, government
securities, and other investments at fixed interest rates that vary by security. In order to minimize risk, our cash management
policy permits us to acquire investments rated “AA” grade or better. The potential loss in fair value resulting from a
hypothetical 10% decrease in quoted market price of our investments was approximately $56.6 million at June 24, 2012 and
$69.5 million at June 26, 2011.
Currency Exchange Rates
As we operate internationally and have transactions denominated in foreign currencies, including the Euro, among others,
we are exposed to currency exchange rate risks. As a result, fluctuations in exchange rates may adversely affect our expenses
and results of operations as well as the value of our assets and liabilities. Our primary exposures relate to the exchange rates
between the U.S. Dollar and the Chinese Renminbi (CNY). The potential loss in fair value resulting from a hypothetical 10%
increase in the value of the U.S. Dollar compared to the Chinese Renminbi was approximately $3.8 million at June 24, 2012
and $2.6 million at June 26, 2011.
Commodities
We utilize significant amounts of precious metals, gases and other commodities in our manufacturing processes. General
economic conditions, market specific changes or other factors outside of our control may affect the pricing of these
commodities. We do not use financial instruments to hedge commodity prices.
Off-Balance Sheet Arrangements
We do not use off-balance sheet arrangements with unconsolidated entities or related parties, nor do we use any other
forms of off-balance sheet arrangements. Accordingly, our liquidity and capital resources are not subject to off-balance sheet
risks from unconsolidated entities. As of June 24, 2012, we did not have any off-balance sheet arrangements, as defined in
Item 303(a)(4)(ii) of SEC Regulation S-K.
We have entered into operating leases primarily for certain of our U.S. and international facilities in the normal course of
business. These arrangements are often referred to as a form of off-balance-sheet financing. Future minimum lease payments
under our operating leases as of June 24, 2012 are detailed above in “Liquidity and Capital Resources” in the section entitled
“Contractual Obligations.”
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. In the application of U.S. GAAP, we
are required to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities in our consolidated financial statements. Changes in the accounting estimates
from period to period are reasonably likely to occur. Accordingly, actual results could differ significantly from the estimates
made by management. To the extent that there are material differences between these estimates and actual results, our future
financial statement presentation of our financial condition or results of operations may be affected.
On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, valuation of stock based
compensation, valuation of long-lived assets, tax related contingencies, valuation of inventories, warranties, other contingencies
and litigation, among others. We base our estimates on historical experience and on various other assumptions, including
expected trends, that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
In addition to making critical accounting estimates, we must ensure that our financial statements are properly stated in
accordance with U.S. GAAP. In many cases, the accounting treatment of a particular transaction is specifically dictated by
39
U.S. GAAP and does not require a high degree of management judgment in its application, while in other cases, management’s
judgment is required in selecting among available alternative accounting standards that allow different accounting treatment for
similar transactions.
Our significant accounting policies are discussed in Note 2, “Basis of Presentation and Summary of Significant
Accounting Policies,” to the consolidated financial statements included in Item 8 of this Annual Report. We believe that the
following are our most critical accounting policies and estimates, each of which is critical to the portrayal of our financial
condition and results of operations and requires our most difficult, subjective and complex judgments. Our management has
reviewed our critical accounting policies and the related disclosures with the Audit Committee of our Board of Directors.
Revenue Recognition
We recognize product revenue when the earnings process is complete, as evidenced by persuasive evidence of an
arrangement, typically in the form of a purchase order, when the sales price is fixed or determinable, collection of revenue is
reasonably assured, and title and risk of loss have passed to the customer.
For the year ended June 24, 2012, 40% of our product sales were made to distributors. Distributors stock inventory and
sell our products to their own customer base, which may include: value added resellers; manufacturers who incorporate our
products into their own manufactured goods; or ultimate end users of our products. We recognize revenue upon shipment of
our products to our distributors. This arrangement is often referred to as a “sell-in” or “point-of-purchase” model as opposed to
a “sell-through” or “point-of-sale” model, where revenue is deferred and not recognized until the distributor sells the product
through to their customer.
Our distributors may be provided limited rights that allow them to return a portion of inventory (Product Exchange Rights
or Stock Rotation Rights) and receive credits for changes in selling prices (Price Protection Rights) or other targeted sales
incentives. When determining our net revenue, we make significant judgments and estimates corresponding with product
shipments. We record a reserve for estimated future returns, changes in selling prices, and other targeted sales incentives when
product ships. We also record an asset for the estimated value of product returns that we believe will be returned to inventory in
the future and resold, and these estimates are based upon historical data, current economic trends, distributor inventory levels
and other related factors. Our financial condition and operating results are dependent upon our ability to make reliable
estimates. Actual results may vary and could have a significant impact on our operating results.
Warranties
Product warranties are estimated and recorded at the time we recognize revenue. The warranty periods range from
ninety days to ten years. We estimate these warranty liabilities as a percentage of revenue, based on historical knowledge of
warranty costs and expected future warranty costs. We evaluate our warranty reserve on a quarterly basis. If actual product
failure rates materially differ from our estimates, revisions to the estimated warranty liability are recorded in the period in
which they are determined.
Inventories
We write-down our inventory for estimated obsolescence equal to the difference between the cost of inventory and its
estimated market value based upon an aging analysis of the inventory on hand, specifically known inventory-related risks (such
as technological obsolescence), and assumptions about future demand. We also analyze sales levels by product type, including
historical and estimated future customer demand for those products to determine if any additional reserves are appropriate. For
example, we adjust for items that are considered obsolete based upon changes in customer demand, manufacturing process
changes or new product introductions that may eliminate demand for the product. Any adjustment to our inventory as a result
of an estimated obsolescence or net realizable condition is reflected as a component of our cost of sales. At the point of the loss
recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and
circumstances do not result in the restoration or increase in that newly established cost basis. We recorded charges for write-
downs in inventory of $14.7 million, $14.6 million and $16.2 million, for fiscal 2012, 2011 and 2010, respectively.
In order to determine what costs can be included in the valuation of inventory, we determine normal capacity for our
manufacturing facilities based on historical patterns. If our estimates regarding customer demand are inaccurate, or market
conditions or technology change in ways that are less favorable than those projected by management, we may be required to
take excess capacity charges in accordance with U.S. GAAP, which could have an adverse effect on our consolidated financial
results.
40
Deferred Tax Asset Valuation Allowances
In assessing the adequacy of a recorded valuation allowance, we consider all positive and negative evidence and a variety
of factors including historical and projected future taxable income and prudent and feasible tax planning strategies. When we
establish or increase a valuation allowance, our income tax expense increases in the period such determination is made. If we
decrease a valuation allowance, our income tax expense decreases in the period such a determination is made.
Tax Contingencies
We are subject to periodic audits of our income tax returns by federal, state and local agencies. The audits include
questions regarding our tax filing positions, including the timing and amount of deductions and the allocation of income among
various tax jurisdictions. In accordance with Financial Accounting Standards Board (FASB) Accounting Standards
Codification Topic 740, “Income Taxes” (ASC 740), we regularly evaluate the exposures associated with our various tax filing
positions. ASC 740 states that a tax benefit should not be recognized for financial statement purposes for an uncertain tax filing
position where it is not more likely than not (likelihood of greater than 50%) for being sustained by the taxing authorities based
on the technical merits of the position.
In accordance with the provisions of ASC 740, we have recorded unrecognized tax benefits (as a reduction to the deferred
tax asset or as an increase to other liabilities) to remove some or all of the tax benefit of any of our tax positions at the time we
determine that the positions become uncertain based upon one of the following: (1) the tax position is not “more likely than
not” to be sustained, (2) the tax position is “more likely than not” to be sustained, but for a lesser amount, (3) the tax position is
“more likely than not” to be sustained, but not in the financial period in which the tax position was originally taken. For
purposes of evaluating whether or not a tax position is uncertain, (1) we presume the tax position will be examined by the
relevant taxing authority that has full knowledge of all relevant information, (2) the technical merits of a tax position are
derived from authorities such as legislation and statutes, legislative intent, regulations, rulings and case law and their
applicability to the facts and circumstances of the tax position, and (3) each tax position is evaluated without considerations of
the possibility of offset or aggregation with other tax positions taken. We adjust these unrecognized tax benefits, including any
impact on the related interest and penalties, in light of changing facts and circumstances, such as the progress of a tax audit.
A number of years may elapse before a particular matter for which we have established an unrecognized tax benefit is
audited and fully resolved. To the extent we prevail in matters for which we have recorded an unrecognized benefit or are
required to pay amounts in excess of what we have recorded our effective tax rate in a given financial statement period could be
materially affected. An unfavorable tax settlement might require use of our cash and/or result in an increase in our effective tax
rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the year
of resolution.
Accounting for Stock-Based Compensation
We account for awards of stock-based compensation under our employee stock-based compensation plans using the fair
value method. Accordingly, we estimate the grant date fair value of our stock-based awards and amortize this fair value to
compensation expense over the requisite service period or vesting term. We currently use the Black-Scholes option-pricing
model to estimate the fair value of our stock option and ESPP awards. The determination of the fair value of stock-based
awards on the date of grant using an option-pricing model is affected by our then current stock price as well as assumptions
regarding a number of complex and subjective variables. These variables include the expected stock price volatility over the
term of the awards, actual and projected employee stock option exercise behaviors, the risk-free interest rate and expected
dividends.
Due to the inherent limitations of option-valuation models available today, including future events that are unpredictable
and the estimation process utilized in determining the valuation of the stock-based awards, the ultimate value realized by award
holders may vary significantly from the amounts expensed in our financial statements. For restricted stock and stock unit
awards, grant date fair value is based upon the market price of our common stock on the date of the grant. This fair value is
then amortized to compensation expense over the requisite service period or vesting term.
We estimate expected forfeitures at the time of grant and revise this estimate, if necessary, in subsequent periods if actual
forfeitures differ from initial estimates. Our determination of an estimated forfeiture rate is primarily based upon a review of
historical experience but may also include consideration of other facts and circumstances we believe are indicative of future
activity. The assessment of an estimated forfeiture rate will not alter the total compensation expense to be recognized, only the
timing of this recognition as compensation expense is adjusted to reflect instruments that actually vest.
If actual results are not consistent with our assumptions and judgments used in estimating key assumptions, we may be
required to adjust compensation expense, which could be material to our results of operations.
41
Recoverability of Long-Lived Assets
Our assessment of the recoverability of long-lived assets involves significant judgment and estimation. These assessments
reflect our assumptions, which, we believe, are consistent with the assumptions hypothetical marketplace participants use.
Factors that we must estimate when performing recoverability and impairment tests include, among others, the economic life of
the asset, sales volumes, prices, cost of capital, tax rates, and capital spending. These factors are often interdependent and
therefore do not change in isolation.
We evaluate long-lived assets such as property, equipment and definite lived intangible assets, such as patents, for
impairment whenever events or circumstances indicate that the carrying value of the assets recorded in our financial statements
may not be recoverable. Factors that we consider include whether there has been a significant decrease in the market value of
an asset, a significant change in the way an asset is being used, or a significant change, delay or departure in our strategy for
that asset. If impairment is indicated, we first determine if the total estimated future cash flows on an undiscounted basis are
less than the carrying amounts of the asset or assets. If so, an impairment loss is measured and recorded.
After an impairment loss is recognized, a new, lower cost basis for that long-lived asset is established. Subsequent
changes in facts and circumstances do not result in the reversal of a previously recognized impairment loss.
Our impairment loss calculations require that we apply judgment in estimating future cash flows and asset fair values,
including estimating useful lives of the assets. To make these judgments, we may use internal discounted cash flow estimates,
quoted market prices when available and independent appraisals as appropriate to determine fair value.
If actual results are not consistent with our assumptions and judgments used in estimating future cash flows and asset fair
values, we may be required to record additional impairment losses which could be material to our results of operations.
Goodwill
We test goodwill for impairment at least annually in the fiscal fourth quarter, or when indications of potential impairment
exist. We monitor for the existence of potential impairment indicators throughout the fiscal year. We conduct impairment
testing for goodwill at the reporting unit level. Reporting units as defined by ASC 350 may be operating segments as a whole
or an operation one level below an operating segment, referred to as a component. We have determined that our reporting units
for fiscal 2012 are our three operating and reportable segments.
We may initiate goodwill impairment testing by considering qualitative factors to determine whether it is more likely than
not that a reporting unit’s carrying value is greater than its fair value. Such factors may include the following, among others: a
significant decline in the reporting unit’s expected future cash flows; a sustained, significant decline in our stock price and
market capitalization; a significant adverse change in legal factors or in the business climate, unanticipated competition; and
slower growth rates; as well as changes in management, key personnel, strategy, and/or customers. If our qualitative
assessment reveals that goodwill impairment is more likely than not, we perform the two-step impairment test. Alternatively,
we may bypass the qualitative test and initiate goodwill impairment testing with the first step of the two-step goodwill
impairment test.
During the first step of the goodwill impairment test, we compare the fair value of the reporting unit to its carrying value,
including goodwill. We derive a reporting unit’s fair value through a combination of the market approach (a guideline
transaction method) and the income approach (a discounted cash flow analysis). The income method cash flow analysis utilizes
a discount rate from the capital asset pricing model. If all reporting units are analyzed during step 1 of the goodwill
impairment test, their respective fair values are reconciled back to the Company’s consolidated market capitalization.
If the fair value of a reporting unit exceeds its carrying value, then we conclude that no goodwill impairment has
occurred. If the carrying value of the reporting unit exceeds its fair value, we perform the second step of the goodwill
impairment test to measure possible goodwill impairment loss. During the second step, we hypothetically value the reporting
unit’s tangible and intangible assets and liabilities as if the reporting unit had been acquired in a business combination. Then,
the implied fair value of the reporting unit’s goodwill is compared to the carrying value of its goodwill. If the carrying value of
the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount
equal to the excess, not to exceed the carrying value of the reporting unit’s goodwill. Once an impairment loss is recognized,
the adjusted carrying value of the goodwill becomes the new accounting basis of the goodwill for the reporting unit.
42
Indefinite Lived Intangible Assets
We test indefinite lived intangible assets for impairment at least annually in the fiscal fourth quarter, or when indications
of potential impairment exist. We monitor for the existence of potential impairment indicators throughout the fiscal year. Our
impairment test may begin with a qualitative test to determine whether it is more likely than not that an indefinite lived
intangible asset’s carrying value is greater than its fair value. If our qualitative assessment reveals that asset impairment is more
likely than not, we perform a quantitative impairment test by comparing the fair value of the indefinite lived intangible asset to
its carrying value. Alternatively, we may bypass the qualitative test and initiate impairment testing with the quantitative
impairment test.
Determining the fair value of indefinite-lived intangible assets entails significant estimates and assumptions including,
but not limited to, determining the timing and expected costs to complete development projects, estimating future cash flows
from product sales, developing appropriate discount rates, estimating probability rates for the successful completion of
development projects, continuation of customer relationships and renewal of customer contracts, and approximating the useful
lives of the intangible assets acquired.
If the fair value of the indefinite lived intangible asset exceeds its carrying value, we conclude that no indefinite lived
intangible asset impairment has occurred. If the carrying value of the indefinite lived intangible asset exceeds its fair value, we
recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value. Once an impairment loss is
recognized, the adjusted carrying value becomes the new accounting basis of the indefinite lived intangible asset.
Contingent Liabilities
We provide for contingent liabilities in accordance with U.S. GAAP. In accordance with U.S. GAAP, a loss contingency
is charged to income when (1) it is probable that an asset has been impaired or a liability has been incurred at the date of the
financial statements, and (2) the amount of the loss can be reasonably estimated.
Periodically, we review the status of each significant matter to assess the potential financial exposure. If a potential loss
is considered probable and the amount can be reasonably estimated, we reflect the estimated loss in our results of operations.
Significant judgment is required to determine the probability that a liability has been incurred or an asset impaired and whether
such loss is reasonably estimable. Because of uncertainties related to these matters, accruals are based on the best information
available at the time. Further, estimates of this nature are highly subjective, and the final outcome of these matters could vary
significantly from the amounts that may have been included in the accompanying consolidated financial statements. In
determining the probability of an unfavorable outcome of a particular contingent liability and whether such liability is
reasonably estimable, we consider the individual facts and circumstances related to the liability, opinions of legal counsel and
recent legal rulings by the appropriate regulatory bodies, among other factors. As additional information becomes available, we
reassesses the potential liability related to our pending claims and litigation and may revise our estimates accordingly. Such
revisions in the estimates of the potential liabilities could have a material impact on our results of operations and financial
position. See also a discussion of specific contingencies in Note 12, “Commitments and Contingencies,” to our consolidated
financial statements in Item 8 of this Annual Report.
Recent Accounting Pronouncements
See Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” to our consolidated financial
statements in Item 8 of this Annual Report for a description of recent accounting pronouncements, including the expected dates
of adoption and estimated effects, if any, on our consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
See the section entitled “Financial and Market Risks” included in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in Item 7 of this Annual Report.
43
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm..............................................................................................
Consolidated Balance Sheets as of June 24, 2012 and June 26, 2011................................................................................
Consolidated Statements of Income for the years ended June 24, 2012, June 26, 2011 and June 27, 2010.....................
Consolidated Statements of Cash Flows for the years ended June 24, 2012, June 26, 2011 and June 27, 2010..............
Consolidated Statements of Shareholders’ Equity for the years ended June 24, 2012, June 26, 2011 and June 27,
2010....................................................................................................................................................................................
Notes to Consolidated Financial Statements......................................................................................................................
Page
45
46
47
48
49
50
44
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Cree, Inc.
We have audited the accompanying consolidated balance sheets of Cree, Inc. as of June 24, 2012 and June 26, 2011, and
the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period
ended June 24, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial
position of Cree, Inc. at June 24, 2012 and June 26, 2011, and the consolidated results of its operations and its cash flows for
each of the three years in the period ended June 24, 2012, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), Cree, Inc.’s internal control over financial reporting as of June 24, 2012, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated August 21, 2012 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Raleigh, North Carolina
August 21, 2012
45
CREE, INC.
CONSOLIDATED BALANCE SHEETS
June 24,
2012
June 26,
2011
(Thousands, except par value)
ASSETS
Current assets:
Cash and cash equivalents ......................................................................................................... $
Short-term investments ..............................................................................................................
Total cash, cash equivalents, and short-term investments..................................................
Accounts receivable, net ............................................................................................................
Income tax receivable ................................................................................................................
Inventories..................................................................................................................................
Deferred income taxes ...............................................................................................................
Prepaid expenses and other current assets .................................................................................
178,885
$
390,598
565,628
744,513
152,258
—
188,849
21,744
56,917
695,199
1,085,797
118,469
6,796
176,482
17,857
51,494
Total current assets .............................................................................................................
1,164,281
1,456,895
Property and equipment, net .............................................................................................................
Intangible assets, net .........................................................................................................................
Goodwill............................................................................................................................................
582,461
376,075
616,345
Other assets .......................................................................................................................................
8,336
Total assets ................................................................................................................ $ 2,747,498
555,929
102,860
326,178
4,860
$ 2,446,722
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable, trade ............................................................................................................. $
Accrued salaries and wages .......................................................................................................
Income taxes payable.................................................................................................................
Other current liabilities ..............................................................................................................
$
78,873
29,837
3,834
36,633
76,593
18,491
15,493
29,739
Total current liabilities........................................................................................................
149,177
140,316
Long-term liabilities:.........................................................................................................................
Deferred income taxes ...............................................................................................................
Other long-term liabilities..........................................................................................................
Total long-term liabilities ...................................................................................................
15,735
22,695
38,430
21,902
22,940
44,842
Commitments and contingencies (Note 12)
Shareholders’ equity:
Preferred stock, par value $0.01; 3,000 shares authorized at June 24, 2012 and June 26,
2011; none issued and outstanding ............................................................................................
Common stock, par value $0.00125; 200,000 shares authorized at June 24, 2012 and
June 26, 2011; 115,906 and 109,607 shares issued and outstanding at June 24, 2012 and
June 26, 2011, respectively........................................................................................................
—
144
—
136
Additional paid-in-capital ..........................................................................................................
1,861,502
1,593,530
Accumulated other comprehensive income, net of taxes...........................................................
Retained earnings.......................................................................................................................
11,007
687,238
13,091
654,807
Total shareholders’ equity...................................................................................................
2,559,891
Total liabilities and shareholders’ equity................................................................... $ 2,747,498
2,261,564
$ 2,446,722
The accompanying notes are an integral part of the consolidated financial statements.
46
CREE, INC.
CONSOLIDATED STATEMENTS OF INCOME
Fiscal Years Ended
June 24,
2012
June 26,
2011
June 27,
2010
(Thousands, except per share data)
Revenue, net............................................................................................................. $ 1,164,658
Cost of revenue, net .................................................................................................
755,196
Gross profit ..............................................................................................................
409,462
Operating expenses:
Research and development ...............................................................................
Sales, general and administrative .....................................................................
Amortization of acquisition related intangibles................................................
Loss on disposal or impairment of long-lived assets........................................
Total operating expenses ...........................................................................
Operating income.....................................................................................................
Non-operating income:
Other non-operating income, net ......................................................................
Interest income, net...........................................................................................
Income before income taxes ....................................................................................
Income tax expense..................................................................................................
Net income................................................................................................. $
143,357
197,092
26,274
3,481
370,204
39,258
932
7,457
47,647
3,235
44,412
Earnings per share:
Basic ................................................................................................................. $
Diluted .............................................................................................................. $
0.39
0.39
Shares used in per share calculation:
$
987,615
$
867,287
551,842
435,773
115,035
139,304
10,776
1,952
267,067
168,706
993
8,528
178,227
31,727
146,500
1.35
1.33
$
$
$
456,180
411,107
81,407
115,601
12,180
4,141
213,329
197,778
294
7,400
205,472
53,182
152,290
1.49
1.45
$
$
$
Basic .................................................................................................................
Diluted ..............................................................................................................
114,693
115,225
108,522
110,035
102,371
104,698
The accompanying notes are an integral part of the consolidated financial statements.
47
CREE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Years Ended
June 24,
2012
June 26,
2011
June 27,
2010
(In thousands)
Cash flows from operating activities:
Net income ................................................................................................................. $ 44,412
Adjustments to reconcile net income to net cash provided by operating activities
$ 146,500
$ 152,290
Depreciation and amortization ............................................................................
142,709
108,605
Stock-based compensation ..................................................................................
Excess tax benefit from share-based payment arrangements..............................
Loss on disposal or impairment of long-lived assets ..........................................
Amortization of premium/discount on investments, net .....................................
Deferred income taxes ........................................................................................
Changes in operating assets and liabilities:
Accounts receivable ............................................................................................
Inventories...........................................................................................................
Prepaid expenses and other assets.......................................................................
Accounts payable, trade ......................................................................................
Accrued salaries and wages and other liabilities.................................................
Net cash provided by operating activities .................................................
Cash flows from investing activities:
Purchases of property and equipment .................................................................
Payment of COTCO contingent consideration ...................................................
Payment of LLF contingent consideration..........................................................
Purchases of investments ....................................................................................
Proceeds from maturities of investments ............................................................
Proceeds from sale of property and equipment...................................................
Proceeds from sale of available-for-sale investments.........................................
Purchase of Ruud Lighting, net of cash acquired ...............................................
Purchases of patent and licensing rights .............................................................
Net cash used in investing activities..........................................................
Cash flows from financing activities:
Net proceeds from issuance of common stock....................................................
Excess tax benefit from share-based payment arrangements..............................
Repurchases of common stock............................................................................
Net cash (used in)/provided by financing activities ..................................
Effect of foreign exchange changes on cash and cash equivalents ...................................
Net (decrease)/increase in cash and cash equivalents .......................................................
Cash and cash equivalents:
46,393
(277)
3,481
8,330
(6,425)
(9,365)
26,904
(931)
(10,105)
(2,846)
242,280
(95,015)
—
—
(345,457)
186,425
252
277,463
(454,605)
(17,204)
(448,141)
5,012
277
(11,981)
(6,692)
840
(211,713)
38,240
(10,141)
1,952
15,696
(16,308)
(963)
(63,450)
(17,090)
18,442
29,897
251,380
(237,085)
—
(13,159)
(382,520)
252,603
205
89,474
—
(12,752)
(303,234)
90,424
24,067
(21,722)
4,141
9,502
(11,046)
(14,555)
(33,129)
(18,084)
15,717
52,964
250,569
(168,624)
(57,050)
(8,773)
(660,823)
121,808
228
19,120
—
(9,273)
(763,387)
34,405
10,141
—
598,077
21,722
—
44,546
619,799
475
(6,833)
296
107,277
Beginning of period...................................................................................
390,598
End of period ............................................................................................. $ 178,885
397,431
$ 390,598
290,154
$ 397,431
Supplemental disclosure of cash flow information:
Cash paid for income taxes ................................................................................. $ 17,984
$ 31,201
$ 33,441
The accompanying notes are an integral part of the consolidated financial statements.
48
CREE, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Balance at June 28, 2009..............................
Net income ..............................................
Currency translation gain/(loss) ..............
Unrealized gain on available-for-sale
securities, net of tax of $591 ...................
Comprehensive income...........................
Income tax benefits from stock option
exercises ..................................................
Repurchased shares .................................
Stock-based compensation ......................
Exercise of stock options and issuance
of shares ..................................................
Balance at June 27, 2010..............................
Net income ..............................................
Currency translation gain/(loss) ..............
Unrealized gain on available-for-sale
securities, net of tax of $558 ...................
Comprehensive income...........................
Income tax benefits from stock option
exercises ..................................................
Repurchased shares .................................
Stock-based compensation ......................
Exercise of stock options and issuance
of shares ..................................................
Balance at June 26, 2011..............................
Net income ..............................................
Currency translation gain/(loss) ..............
Unrealized loss on available-for-sale
securities, net of tax of $1,059 ................
Comprehensive income...........................
Income tax benefits from stock option
exercises ..................................................
Repurchased shares .................................
Stock-based compensation ......................
Exercise of stock options and issuance
of shares ..................................................
Balance at June 24, 2012..............................
Common Stock
Number
of Shares
Par
Value
Additional
Paid-in
Capital
89,659
$ 112
$ 857,383
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
28,810
—
24,271
18,343
108,002
23
$ 135
596,971
$1,507,435
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
7,865
—
39,061
1,605
109,607
1
$ 136
39,169
$1,593,530
Retained
Earnings
(In thousands)
$ 356,017
152,290
—
—
—
—
—
—
$ 508,307
146,500
—
—
—
—
—
—
$ 654,807
44,412
—
—
—
—
—
—
—
—
—
(521)
—
—
—
—
—
—
—
(354)
(856)
45,784
—
(11,981)
—
Accumulated
Other
Comprehensive
Income
Total
Shareholders’
Equity
$
11,236
$ 1,224,748
—
—
935
—
—
—
152,290
—
935
153,225
28,810
—
24,271
—
12,171
596,994
$ 2,028,048
$
—
—
920
—
—
—
146,500
—
920
147,420
7,865
—
39,061
—
13,091
39,170
$ 2,261,564
$
—
(335)
(1,749)
—
—
—
44,412
(335)
(1,749)
42,328
(354)
(12,837)
45,784
6,820
115,906
8
$ 144
223,398
$1,861,502
—
$ 687,238
$
—
11,007
223,406
$ 2,559,891
The accompanying notes are an integral part of the consolidated financial statements.
49
CREE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Business
Cree, Inc. (the “Company”) is a leading innovator of lighting-class light emitting diode (LED) products, lighting products
and semiconductor products for power and radio-frequency (RF) applications. The Company’s products are targeted for
applications such as indoor and outdoor lighting, video displays, transportation, electronic signs and signals, power supplies,
solar inverters and wireless systems.
The Company develops and manufactures semiconductor materials and devices primarily based on silicon carbide (SiC),
gallium nitride (GaN) and related compounds. The physical and electronic properties of SiC and GaN offer technical
advantages over traditional silicon, gallium arsenide (GaAs) and other materials used for electronic and opto-electronic
applications.
The Company’s LED products consist of LED components, LED chips, and SiC wafers. As LED technology improves,
the Company believes the potential market for LED lighting will continue to expand. The Company’s success in selling LED
products depends upon the ability to offer innovative products and solutions that enable its customers to develop and market
LED based products that successfully compete and drive LED adoption against traditional lighting products.
The Company’s lighting products consist of both LED and traditional lighting systems. The Company designs,
manufactures and sells lighting systems for indoor and outdoor applications, with a primary focus on LED lighting systems for
the commercial and industrial markets. The Company also uses its LED systems expertise to accelerate LED lighting adoption
and expand the market for its LED components.
In addition, the Company develops, manufactures and sells power and RF devices. The Company’s power products are
made from SiC and provide faster switching speeds than comparable silicon-based power devices for a given power level. The
Company’s RF devices are made from GaN and produce higher power densities as compared to silicon or gallium arsenide.
The majority of the Company’s products are manufactured at its production facilities located in North Carolina,
Wisconsin, and China. The Company also uses contract manufacturers for certain aspects of product fabrication, assembly and
packaging. The Company operates research and development facilities in North Carolina, California, Wisconsin, and China.
Cree, Inc. is a North Carolina corporation established in 1987.
As of June 24, 2012, the Company has three reportable segments:
• LED Products
• Lighting Products
•
Power and RF Products
Reportable segments are components of an entity that have separate financial data that the entity’s Chief Operating Decision
Maker (CODM) regularly reviews when allocating resources and assessing performance. The Company’s CODM is the Chief
Executive Officer.
For financial results by reportable segment, please refer to Note 13, “Reportable Segments.”
Note 2 – Basis of Presentation and Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries. All
material intercompany accounts and transactions have been eliminated in consolidation.
50
Fiscal Year
The Company’s fiscal year is a 52 or 53-week period ending on the last Sunday in the month of June. The Company’s
2012 fiscal year extended from June 27, 2011 to June 24, 2012 and was a 52-week fiscal year. The Company’s 2011 fiscal year
extended from June 28, 2010 to June 26, 2011 and was a 52-week fiscal year. The Company’s 2010 fiscal year extended from
June 29, 2009 to June 27, 2010 and was a 52-week fiscal year. The Company’s 2013 fiscal year will extend from June 25, 2012
to June 30, 2013 and will be a 53-week fiscal year.
Reclassifications
Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to conform to
the current year presentation. These reclassifications had no effect on previously reported net income or shareholders’ equity.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. On an ongoing
basis, the Company evaluates its estimates, including those related to revenue recognition, provision for doubtful accounts,
sales returns, sales price discounts and incentives, provision for inventory obsolescence, fair value of investments, fair value of
acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, product
warranty obligations, employee stock options, and contingencies and litigation, among others. The Company generally bases
its estimates on historical experience and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual amounts recorded could differ materially from those estimates.
Segment Information
The Company follows U.S. GAAP with respect to disclosures regarding reportable segments. U.S. GAAP requires
segmentation based on an entity’s internal organization and reporting of revenue and operating income based upon internal
accounting methods commonly referred to as the “management approach.” Operating segments are defined as components of
an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision
maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief
operating decision maker is its Chief Executive Officer. The Company has determined that it currently has three reportable
segments.
Cash and Cash Equivalents
Cash and cash equivalents consist of unrestricted cash accounts and highly liquid investments with an original maturity of
three months or less when purchased. Cash and cash equivalents are carried at cost, which approximates fair value. The
Company holds cash and cash equivalents at several major financial institutions, which often exceed insurance limits set by the
Federal Deposit Insurance Corporation (“FDIC”). The Company has not historically experienced any losses due to such
concentration of credit risk.
Investments
Investments in certain securities may be classified into three categories:
• Held-to-Maturity – Debt securities that the entity has the positive intent and ability to hold to maturity, which are
reported at amortized cost.
• Trading Securities – Debt and equity securities that are bought and held principally for the purpose of selling in
the near term, which are reported at fair value, with unrealized gains and losses included in earnings.
• Available-for-Sale – Debt and equity securities not classified as either securities held-to-maturity or trading
securities, which are reported at fair value with unrealized gains or losses excluded from earnings and reported as
a separate component of shareholders’ equity.
51
The Company reassesses the appropriateness of the classification (i.e. held-to-maturity, trading securities, or available-
for-sale) of its investments at the end of each reporting period.
When the fair value of an investment declines below its original cost, the Company considers all available evidence to
evaluate whether the decline is other-than-temporary. Among other things, the Company considers the duration and extent of
the decline and economic factors influencing the capital markets. For the fiscal years ended June 24, 2012, June 26, 2011, and
June 27, 2010, the Company has had no other-than-temporary declines below the cost basis of its investments. The Company
utilizes specific identification in computing realized gains and losses on the sale of investments. Realized gains and losses on
investments are reported in other income and expense.
Investments in marketable securities with maturities beyond one year may be classified as short term based on their
highly liquid nature and because such marketable securities represent the investment of cash that is available for current
operations.
Inventories
Inventories are valued at the lower of cost or market value, with cost being determined on the first-in, first-out (“FIFO”)
method or the average cost method. The Company writes down its inventory balances for estimates of excess and obsolete
amounts. These write-downs are recorded as a component of cost of sales. At the point of the write-down, a new lower-cost
basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the
restoration or increase in that newly established lower cost basis. The Company recorded charges for write-downs in inventory
of $14.7 million, $14.6 million and $16.2 million, for fiscal 2012, 2011 and 2010, respectively.
Property and Equipment
Property and equipment are recorded at cost and depreciated on a straight-line basis over the assets’ estimated useful
lives. Leasehold improvements are amortized over the lesser of the asset life or the life of the related lease. In general, the
Company’s policy for useful lives is as follows:
Manufacturing equipment ............................................
Buildings and building improvements .........................
Furniture and office equipment ....................................
Aircraft and vehicles ....................................................
3 to 5 years
5 to 40 years
3 to 5 years
5 to 20 years
Leasehold improvements..............................................
Shorter of estimated useful life or lease term
Expenditures for repairs and maintenance are charged to expense as incurred. The costs for major renewals and
improvements are capitalized and depreciated over their estimated useful lives. The cost and related accumulated depreciation
of the assets are removed from the accounts upon disposition and any resulting gain or loss is reflected in operating income.
Shipping and Handling Costs
Shipping and handling costs are included in cost of revenues and are recognized as a period expense during the period in
which they are incurred.
Goodwill and Intangible Assets
The Company records the assets acquired and liabilities assumed in business combinations at their respective fair values
at the date of acquisition, with any excess purchase price recorded as goodwill. Valuation of intangible assets and in-process
research and development entails significant estimates and assumptions including, but not limited to, determining the timing
and expected costs to complete development projects, estimating future cash flows from product sales, developing appropriate
discount rates, estimating probability rates for the successful completion of development projects, continuation of customer
relationships and renewal of customer contracts, and approximating the useful lives of the intangible assets acquired.
Goodwill
The Company recognizes goodwill as an asset representing the future economic benefits arising from other assets
acquired in a business combination that are not individually identified and separately recognized. The Company tests goodwill
52
for impairment annually in the fiscal fourth quarter, or when indications of potential impairment exist. The Company monitors
the existence of potential impairment indicators throughout the fiscal year.
The Company conducts impairment testing for goodwill at the reporting unit level. Reporting units as defined by ASC
350 may be operating segments as a whole or an operation one level below an operating segment, referred to as a component.
We have determined that our reporting units for fiscal 2012 are our three operating and reportable segments.
The Company may initiate goodwill impairment testing by considering qualitative factors to determine whether it is more
likely than not that a reporting unit’s carrying value is greater than its fair value. Such factors may include the following,
among others: a significant decline in the reporting unit’s expected future cash flows; a sustained, significant decline in the
Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate;
unanticipated competition; and slower growth rates as well as changes in management, key personnel, strategy, and/or
customers. If the Company’s qualitative assessment reveals that goodwill impairment is more likely than not, the Company
performs the two-step goodwill impairment test. Alternatively, the Company may bypass the qualitative test and initiate
goodwill impairment testing with the first step of the two-step goodwill impairment test.
During the first step of the goodwill impairment test, the Company compares the fair value of the reporting unit to its
carrying value, including goodwill. The Company derives a reporting unit’s fair value through a combination of the market
approach (a guideline transaction method) and the income approach (a discounted cash flow analysis). The income method
cash flow analysis utilizes a discount rate from the capital asset pricing model. If all reporting units are analyzed during step 1
of the goodwill impairment test, their respective fair values are reconciled back to the Company’s consolidated market
capitalization.
If the fair value of a reporting unit exceeds its carrying value, then the Company concludes that no goodwill impairment
has occurred. If the carrying value of the reporting unit exceeds its fair value, the Company performs the second step of the
goodwill impairment test to measure possible goodwill impairment loss. During the second step, the Company hypothetically
values the reporting unit’s tangible and intangible assets and liabilities as if the reporting unit had been acquired in a business
combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying value of its goodwill. If
the carrying value of the reporting units goodwill exceeds the implied fair value of the goodwill, the Company recognizes an
impairment loss in an amount equal to the excess, not to exceed the carrying value of the reporting unit’s goodwill. Once an
impairment loss is recognized, the adjusted carrying value of the goodwill becomes the new accounting basis of the goodwill
for the reporting unit.
Indefinite-Lived Intangible Assets
The Company’s indefinite-lived intangible assets are comprised of trade names as a result of the Ruud Lighting
acquisition. These are tested for impairment annually in the fiscal fourth quarter, or when events or changes in circumstances
indicate potential impairment may exist. The Company monitors the existence of potential impairment indicators throughout
the fiscal year.
The Company initiates the impairment analysis with a qualitative test to determine whether it is more likely than not that
an indefinite lived intangible asset’s carrying value is greater than its fair value. If the Company’s qualitative assessment
reveals that asset impairment is more likely than not, the Company performs a quantitative impairment test by comparing the
fair value of the indefinite lived intangible asset to its carrying value. Fair value reflects the price a market participant would be
willing to pay in a potential sale of the asset. Valuation of indefinite-lived intangible assets entails significant estimates and
assumptions including, but not limited to, determining the timing and expected costs to complete development projects,
estimating future cash flows from product sales, developing appropriate discount rates, estimating probability rates for the
successful completion of development projects, continuation of customer relationships and renewal of customer contracts, and
approximating the useful lives of the intangible assets acquired.
If the fair value of the indefinite lived intangible asset exceeds its carrying value, then the Company concludes that no
indefinite lived intangible asset impairment has occurred. If the carrying value of the indefinite lived intangible asset exceeds
its fair value, the Company records an impairment loss in an amount equal to the excess, not to exceed the carrying value.
Once an impairment loss is recognized, the adjusted carrying value becomes the new accounting basis of the indefinite lived
intangible asset.
In-Process Research and Development
The Company acquired in-process research and development (“IPR&D”) as a result of the Ruud Lighting acquisition.
The Company determines the fair value of IPR&D acquired in a business combination based on the present value of each
project’s projected cash flows using an income approach. IPR&D is initially capitalized and considered to be indefinite-lived
53
assets subject to annual impairment reviews or more often upon the occurrence of certain events. If the fair value of the
intangible assets is less than its carrying value, an impairment loss is recognized for the difference. When the IPR&D project is
complete, it is reclassified as an amortizable purchased intangible asset and is amortized over its estimated useful life. If an
IPR&D project is abandoned, the Company records an impairment loss for the value of the related intangible asset in the period
it is abandoned.
Other Intangible Assets
U.S. GAAP requires that intangible assets, other than goodwill and indefinite-lived intangibles, must be amortized over
their useful lives. The Company is currently amortizing its acquired intangible assets with finite lives over periods ranging
from one to twenty years.
Patent rights reflect costs incurred by the Company in applying for and maintaining patents owned by the Company and
costs incurred in purchasing patents and related rights from third parties. License rights reflect costs incurred by the Company
in acquiring licenses under patents owned by others. The Company amortizes both on a straight-line basis over the expected
useful life of the associated patent rights, which is generally the lesser of 20 years from the date of the patent application or the
license period. Royalties payable under licenses for patents owned by others are expensed as incurred. The Company reviews
its capitalized patent portfolio and records impairment charges when circumstances warrant, such as when patents have been
abandoned or are no longer being pursued.
Impairment of Long-Lived Assets
The Company reviews long-lived assets such as property and equipment for impairment based on changes in
circumstances that indicate their carrying amounts may not be recoverable. In making these determinations, the Company uses
certain assumptions, including but not limited to: (1) estimations of the fair market value of the assets, and (2) estimations of
future cash flows expected to be generated by these assets, which are based on additional assumptions such as asset utilization,
length of service the asset will be used in the Company’s operations and estimated salvage values.
Contingent Liabilities
The Company provides for contingent liabilities when (1) it is probable that an asset has been impaired or a liability has
been incurred at the date of the financial statements; and, (2) the amount of the loss can be reasonably estimated. Disclosure in
the notes to the financial statements is required for loss contingencies that do not meet both these conditions if there is a
reasonable possibility that a loss may have been incurred. See Note 12, “Commitments and Contingencies,” for a discussion of
loss contingencies in connection with pending and threatened litigation. The Company expenses as incurred the costs of
defending legal claims against the Company.
Revenue Recognition
The Company recognizes product revenue when the earnings process is complete, as evidenced by persuasive evidence of
an arrangement, typically in the form of a purchase order, when the sales price is fixed or determinable, collection of revenue is
reasonably assured, and title and risk of loss have passed to the customer.
The Company provides its customers with limited rights of return for non-conforming shipments and product warranty
claims. The Company estimates an allowance for anticipated sales returns based upon an analysis of historical sales returns and
other relevant data. The Company records an allowance at the time of sale, which is recorded as a reduction of product revenue
and as a reduction to the related accounts receivable balance.
A substantial portion of the Company’s products are sold through distributors. Distributors stock inventory and sell the
Company’s products to their own customer base, which may include: value added resellers; manufacturers who incorporate the
Company’s products into their own manufactured goods; or ultimate end users of the Company’s products. The Company
recognizes revenue under the same terms as described. Certain of the Company’s distributors are provided limited rights that
allow them to return a portion of inventory (Product Exchange Rights or Stock Rotation Rights) and receive credits for changes
in selling prices (Price Protection Rights) and targeted customer pricing arrangements under the Company’s “ship and debit”
program. These estimates are calculated based upon historical experience, product shipment analysis, current economic
conditions, on-hand inventory at the distributor, and customer contractual arrangements. The Company believes that it can
reasonably and reliably estimate the allowance for distributor credits at the time of sale. Accordingly, estimates for these rights
are recorded at the time of sale as a reduction of product revenue and as a reduction to the related accounts receivable balance.
54
On occasion, the Company will issue a new price book for its product, at which time the Company will provide a credit to
certain distributors for inventory quantities on hand if required by the Company’s agreement with the distributor. This practice
is known as price protection. These credits are applied against the reserve that the Company establishes upon initial shipment
of product to the distributor.
Under the ship and debit program, products are sold to distributors at negotiated prices and the distributors are required to
pay for product within the Company’s standard commercial terms. Subsequent to the initial product purchase, a distributor may
request a price allowance for a particular part number(s) for certain target customers, prior to the distributor reselling the
particular part. Once the Company has approved an allowance and the distributor resells the product to the target customer, the
Company credits the distributor according to the allowance approved. These credits are applied against a reserve the Company
establishes upon initial shipment of product to the distributor.
In addition, the Company periodically runs sales incentive programs with certain of its distributors and resellers, such as
product rebates and cooperative advertising campaigns. The Company recognizes these incentives at the time they are offered
for consideration given to customers, and records a credit to the customer’s account and offsetting expense as either a reduction
to revenue, increase to cost of sales, or marketing expense depending on the type of sales incentive.
From time to time, the Company may enter into licensing arrangements related to its intellectual property. Revenue from
licensing arrangements is recognized when earned and estimable. The timing of revenue recognition is dependent on the terms
of each license agreement. Generally, the Company will recognize non-refundable upfront license fees related to patent
licenses immediately upon receipt of the funds if the Company has no significant future obligations to perform under the
arrangement. However, the Company will defer recognition for licensing fees where the Company has significant future
performance requirements, the fee is not fixed (such as royalties earned as a percentage of future sales), or the fees are
otherwise contingent.
Accounts Receivable
For product sales, the Company typically invoices its customers at the time of shipment for the sales order value of
products shipped. For contract revenue, invoicing occurs based upon the terms of the specific research contract, typically one
month in arrears for services rendered and any other allowable direct costs. Accounts receivable are recorded at the invoiced
amount and are not subject to any interest or finance charges. The Company does not have any off-balance sheet credit
exposure related to any of its customers.
Allowance for Doubtful Accounts
The Company evaluates the collectability of accounts receivable based on a combination of factors. In cases where the
Company becomes aware of circumstances that may impair a specific customer’s ability to meet its financial obligations
subsequent to the original sale, the Company will record an allowance against amounts due, and thereby reduce the net
recognized receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company
recognizes an allowance for doubtful accounts based on the length of time the receivables are past due and consideration of
other factors such as industry conditions, the current business environment and the Company’s historical experience.
Advertising
The Company expenses the costs of producing advertisements at the time production occurs and expenses the cost of
communicating the advertising in the period in which the advertising is used. Advertising costs are included in selling, general
and administrative expenses and amounted to approximately $9.7 million, $5.7 million, and $4.2 million for the years ended
June 24, 2012, June 26, 2011 and June 27, 2010, respectively.
Research and Development
Research and development activities are expensed when incurred. For contracts under which the Company anticipates
that direct costs will exceed amounts to be funded over the life of the contract, costs are reported as research and development
expenses when incurred, and related funding as an offset of those expenses when funds are received.
55
Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock
outstanding for the applicable period. Diluted earnings per share is determined in the same manner as basic earnings per share
except that the number of shares is increased to assume exercise of potentially dilutive stock options, non-vested restricted
stock and contingently issuable shares using the treasury stock method, unless the effect of such increases would be anti-
dilutive. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of
compensation cost for future service that the Company has not yet recognized, and the amount of tax benefits that would be
recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares.
Accounting for Stock-Based Compensation
The Company recognizes compensation expense for all share-based payments granted based on the fair value of the
shares on the date of grant. Compensation expense is then recognized over the award’s vesting period.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, available-for-sale securities, accounts and interest receivable,
accounts payable and other liabilities approximate their fair values at June 24, 2012 and June 26, 2011 due to the short-term
nature of these instruments.
Taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets
and liabilities are recognized for the estimated future tax consequences attributable to differences between the carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for deductible temporary
differences, along with net operating loss carryforwards and credit carryforwards, if it is more likely than not that the tax
benefits will be realized. To the extent a deferred tax asset cannot be recognized under the preceding criteria, allowances are
established. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled.
Taxes payable which are not based on income are accrued ratably over the period to which they apply. For example,
payroll taxes are accrued each period end based upon the amount of payroll taxes that are owed as of that date; whereas taxes
such as property taxes and franchise taxes are accrued over the fiscal year to which they apply if paid at the end of a period, or
they are amortized ratably over the fiscal year if they are paid in advance.
Foreign Currency Translation
In the first quarter of fiscal 2012, the Company acquired two foreign subsidiaries as part of the Ruud Lighting acquisition
that have a non-U.S. dollar functional currency. Accordingly, foreign currency translation adjustments have been recorded
through accumulated other comprehensive income (loss) in fiscal 2012 for changes between the foreign subsidiaries’ functional
currency and the U.S. dollar. There were no translation adjustments recorded through accumulated other comprehensive
income (loss) for fiscal years 2011 and 2010. In addition, historical foreign currency translation gains and losses incurred prior
to fiscal 2010 will continue to exist in the Company’s equity account balance of Accumulated Other Comprehensive Income,
along with the amounts recorded in fiscal 2012, until such time that the subsidiaries are either sold or substantially liquidated.
Because the Company and its subsidiaries transact business in currencies other than the U.S. Dollar, the Company will
continue to experience varying amounts of foreign currency exchange gains and losses for subsidiaries with U.S. dollar
functional currency.
Recently Adopted Accounting Pronouncements
Fair Value Disclosures
In January 2010, the FASB issued amended standards requiring additional fair value disclosures. The amended standards
require disclosures of transfers in and out of Levels 1 and 2 of the fair value hierarchy, as well as requiring gross basis
disclosures for purchases, sales, issuances and settlements within the Level 3 reconciliation. Additionally, the update clarifies
the requirement to determine the level of disaggregation for fair value measurement disclosures and to disclose valuation
56
techniques and inputs used for both recurring and nonrecurring fair value measurements in either Level 2 or Level 3. The
Company adopted the new guidance regarding transfers in and out of Levels 1 and 2 of the hierarchy in the third quarter of
fiscal 2010, and the disclosures related to purchases, sales, issuance and settlements in the first quarter of fiscal 2012. Because
these new standards are related primarily to disclosures, their adoption has not had a significant impact on the Company’s
consolidated financial statements.
Goodwill Impairment Testing
In September 2011, the FASB issued updated guidance concerning the testing of goodwill for impairment. This guidance
modifies goodwill impairment testing by allowing the inclusion of qualitative factors in the assessment of whether a two-step
goodwill impairment test is necessary. Thus, entities are no longer required to calculate the fair value of a reporting unit unless
they conclude through an assessment of qualitative factors that it is more likely than not that the unit’s carrying value is greater
than its fair value. When an entity’s qualitative assessment reveals that goodwill impairment is more likely than not, the entity
must perform the two-step goodwill impairment test. The amendments did not change the existing accounting guidance on how
Step 1 and Step 2 of the goodwill impairment test are performed. In addition, an entity is no longer permitted to carry forward
its detailed calculation of a reporting unit’s fair value from a prior year as previously permitted under the previous guidance.
This guidance became effective for the Company in the second quarter of fiscal 2012. The Company’s adoption of this
guidance has not had a significant impact on its consolidated financial statements.
Indefinite-Lived Intangible Assets Impairment Testing
In July 2012, the FASB issued final guidance concerning the testing of indefinite-lived intangible assets for impairment.
This guidance modifies both annual and interim impairment testing. Annual and interim indefinite-lived intangible asset
impairment testing was modified to allow the inclusion of qualitative factors in the assessment of whether a quantitative
impairment test is necessary. Thus, entities are no longer required to calculate the fair value of an indefinite-lived intangible
asset unless they conclude through an assessment of qualitative factors that it is more likely than not that the carrying value of
the indefinite-lived intangible asset exceeds its fair value.
When an entity’s qualitative assessment reveals that indefinite-lived intangible asset impairment is more likely than not,
the entity must perform the quantitative impairment test. The amendments did not change the existing accounting guidance on
how this impairment test is performed.
This guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September
15, 2012. Early adoption is permitted, even by entities whose impairment testing dates have passed but have not issued their
most recent financial statements. The Company is early adopting this guidance beginning with annual impairment testing in the
fourth quarter of fiscal 2012. The Company’s adoption of this guidance has not had a significant impact on its consolidated
financial statements.
Recently Issued Accounting Pronouncements
Presentation of Comprehensive Income
In June 2011, the FASB issued new guidance concerning the presentation of total comprehensive income and its
components. Under this guidance an entity has the option to present the total of comprehensive income, the components of net
income, and the components of other comprehensive income, either in a single continuous statement of comprehensive income,
or in two separate but consecutive statements. This guidance also requires an entity to present on the face of the financial
statements reclassification adjustments from other comprehensive income to net income. In December 2011, the FASB issued
an accounting standards update that defers this presentation requirement for other comprehensive income reclassifications on
the face of the financial statements. This guidance, as amended, will become effective for the Company beginning in the first
quarter of the fiscal year ending June 30, 2013. The Company’s adoption of the new accounting guidance is not expected to
have a significant impact on its consolidated financial statements.
57
Note 3 – Acquisitions
Acquisition of Ruud Lighting, Inc.
On August 17, 2011, the Company entered into a Stock Purchase Agreement with all of the shareholders of Ruud
Lighting. Pursuant to the terms of the Stock Purchase Agreement and concurrently with the execution of the Stock Purchase
Agreement, the Company acquired all of the outstanding share capital of Ruud Lighting in exchange for consideration
consisting of 6.1 million shares of the Company’s common stock and $372.2 million in cash, subject to certain post-closing
adjustments. Following the acquisition, the Company recorded certain post-closing purchase price adjustments. These
adjustments to the purchase price have been reflected as a reduction of goodwill. The acquisition allows the Company to
expand its product portfolio into outdoor LED lighting.
Prior to the Company completing its acquisition of Ruud Lighting, Ruud Lighting completed the re-acquisition of its e-
conolight business by purchasing all of the membership interests of E-conolight LLC (“E-conolight”). Ruud Lighting
previously sold its e-conolight business in March 2010 and had been providing operational services to E-conolight since that
date. In connection with the stock purchase transaction with Ruud Lighting, the Company funded Ruud Lighting’s re-
acquisition of E-conolight and paid off Ruud Lighting’s outstanding debt in the aggregate amount of approximately $85.0
million.
The acquisitions of Ruud Lighting and E-conolight have been accounted for as business combinations in accordance with
ASC 805 Business Combinations and, as such, the Ruud Lighting and E-conolight assets acquired and liabilities assumed have
been recorded at their respective fair values. The determination of fair value for the identifiable tangible and intangible assets
acquired and liabilities assumed requires extensive use of estimates and judgments. Significant estimates and assumptions
include, but are not limited to: estimating future cash flows and determining the appropriate discount rate. The total purchase
price for the acquisitions is as follows (in thousands):
Cash consideration paid to stockholders ........................................................................................................ $ 372,235
Fair value of common stock issued by the Company (1).................................................................................
211,040
Fair value of debt paid on behalf of stockholders ..........................................................................................
Post-closing adjustments (2) (3) (4) (5) .................................................................................................................
84,991
(2,260)
Total purchase price..................................................................................................................................... $ 666,006
_________________
(1) Represents 6,074,833 shares of the Company’s common stock at $34.74 per share, the closing share price on August 17,
2011. The shares are subject to certain transfer restrictions under the Stock Purchase Agreement that will generally lapse
with respect to 25% of the shares held (i) at the completion of the consecutive six-month period following the date of the
closing of the transaction; and, (ii) at the completion of each of the following three successive six-month periods, such
that all restrictions will lapse by the second anniversary of the closing.
(2) In accordance with the Stock Purchase Agreement, the post-closing working capital adjustment was composed of
approximately $1.0 million in cash and the return of 15,895 shares of the Company’s common stock from escrow during
the fourth quarter of fiscal 2012.
(3) In accordance with the Stock Purchase Agreement, the sellers have certain post-closing indemnification obligations to
the Company. During the fourth quarter of fiscal 2012, the Company received approximately $0.3 million in cash and the
return of 5,069 shares of the Company’s common stock from escrow in connection with these indemnification obligations.
(4) The Company recovered approximately $0.4 million in insurance proceeds related to liabilities assumed in the
acquisition during the fourth quarter of fiscal 2012.
(5) The Company paid approximately $0.2 million related to pre-closing taxes during the fourth quarter of fiscal 2012.
The Company incurred total transaction costs related to the acquisition of approximately $3.6 million, of which, $3.1
million were expensed in the first quarter of fiscal 2012 in accordance with U.S. GAAP.
58
The following table presents the allocation of the purchase price for this acquisition to the assets acquired and liabilities
assumed based on their estimated fair values and resulting residual goodwill (in thousands):
August 17, 2011
(as initially
reported)
Measurement
Period
Adjustments
August 17, 2011
(as adjusted)
Tangible assets:
Cash and cash equivalents ...........................................................................
Accounts receivable.....................................................................................
Inventories ...................................................................................................
Property and equipment...............................................................................
Other assets..................................................................................................
Total tangible assets ................................................................................
Intangible assets:
Developed technology .................................................................................
Customer relationships ................................................................................
Trade names.................................................................................................
In-process research & development ............................................................
Non-compete agreements ............................................................................
Goodwill ......................................................................................................
Total intangible assets.............................................................................
Liabilities assumed:
Accounts payable.........................................................................................
Accrued expenses and liabilities .................................................................
Warranty liabilities ......................................................................................
Other long-term liabilities ...........................................................................
Total liabilities assumed..........................................................................
Net assets acquired ...............................................................................
$
$
$
$
$
$
$
$
3,081
25,698
39,330
45,946
4,727
118,782
$
96,300
84,820
82,950
15,050
9,800
287,431
576,351
12,943
10,116
2,600
1,208
26,867
668,266
$
$
$
$
$
— $
(375)
(461)
(233)
—
(1,069)
3,081
25,323
38,869
45,713
4,727
$
117,713
— $
—
—
—
—
96,300
84,820
82,950
15,050
9,800
2,734
2,734
$
290,165
579,085
— $
902
3,023
—
12,943
11,018
5,623
1,208
3,925
(2,260)
$
$
30,792
666,006
The above estimated fair values of assets acquired and liabilities assumed are based on the information that was available
as of the Ruud Lighting acquisition date through the end of the measurement period. As of the filing date of this report, the
measurement period adjustments are complete.
Acquired finished goods and work-in-process inventory was valued at its estimated selling price less the sum of costs of
disposal and a reasonable profit allowance for the Company’s selling effort and, with respect to work-in-process inventory,
estimated costs to complete. This valuation process resulted in a fair value adjustment that increased finished goods inventory
approximately $1.5 million. Raw material inventory has been valued at current replacement cost, resulting in a write down of
approximately $0.7 million. As of the end of fiscal year 2012, the Company has recognized the net step up of $0.8 million in its
cost of revenue.
59
The identifiable intangible assets acquired as a result of the acquisition will be amortized over their respective estimated
useful lives as follows (in thousands, except for years):
Developed technology..................................................................................................
Customer relationships.................................................................................................
Trade names (indefinite lived)......................................................................................
Trade names (definite lived).........................................................................................
In-process research and development (1) ......................................................................
Non-compete agreements .............................................................................................
Total identifiable intangible assets.............................................................................
_________________
Asset
Amount
$
96,300
84,820
82,880
70
15,050
9,800
$ 288,920
Estimated Life
in Years
7 to 10
7 to 20
-
3
6 to 7
5
(1) Initially, IPR&D is classified as indefinite-lived assets until completion or abandonment. Therefore, amortization of
IPR&D does not begin until the technological and market risk(s) no longer exist. During the interim, IPR&D intangibles
are subject to annual testing for impairment or when there are indicators of impairment.
The fair value of the developed technology, IPR&D and customer relationship assets were estimated using an income approach.
Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess
earnings) attributable solely to the intangible asset over its remaining useful life. To calculate fair value, the Company used cash
flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes
that the level and timing of cash flows appropriately reflect market participant assumptions. The fair value of the Ruud Lighting
and e-conolight trade names were estimated using an income approach, specifically known as the relief from royalty method. The
relief from royalty method is based on a hypothetical royalty stream that would be paid if the Company did not own the Ruud
Lighting “BetaLED” brand and had to license the Ruud Lighting and e-conolight trade names. The Company derived the
hypothetical royalty income from the projected revenues of Ruud Lighting and e-conolight products. Cash flows were assumed
to extend through the remaining economic useful life of each class of intangible asset.
Goodwill largely consists of geographic expansion of product sales, manufacturing and other synergies of the combined
companies, and the value of the assembled workforce.
As a result of the Company’s U.S. tax election under Internal Revenue Code section 338(h)(10), the acquisition did not
result in the recording of an opening net deferred tax position as the deferred tax asset resulting from excess tax deductible
goodwill equally offsets the deferred tax liability resulting from excess book over tax basis in the underlying assets acquired.
Ruud Lighting is included in the Lighting Products segment.
The assets, liabilities, and operating results of Ruud Lighting have been included in the Company’s consolidated financial
statements from the date of acquisition. The results of Ruud Lighting reflected in the Company’s Consolidated Statements of
Income for the year ended June 24, 2012 from the date of acquisition (August 17, 2011) is as follows (in thousands, except per
share data):
Revenue......................................................................................................................................................
Operating Loss ...........................................................................................................................................
Net Loss .....................................................................................................................................................
Basic net loss per share ..............................................................................................................................
Diluted net loss per share...........................................................................................................................
Since
acquisition
date to
June 24,
2012
$ 204,353
(1,985)
(2,334)
(0.02)
(0.02)
$
$
Amortization expense related to identifiable intangible assets associated with the Ruud Lighting acquisition, included in
the table above, was $17.4 million, for the year ended June 24, 2012.
60
The following supplemental pro forma information (in thousands, except per share data) presents the consolidated
financial results as if the Ruud Lighting transactions had occurred at the beginning of the 2011 fiscal year.
Revenue ...........................................................................................................................
Operating Income ............................................................................................................
Net income.......................................................................................................................
Earnings per share, basic .................................................................................................
Earnings per share, diluted ..............................................................................................
For the Years Ended
June 24,
2012
$ 1,194,990
June 26,
2011
$ 1,184,765
37,551
42,399
$
$
0.37
0.37
$
$
154,765
134,768
1.18
1.16
The total revenue for Ruud Lighting included in the pro forma table above was $235.8 million and $211.2 million for the
years ended June 24, 2012 and June 26, 2011, respectively. These amounts have been calculated after applying the Company’s
accounting policies and adjusting the results of Ruud Lighting to give effect to events that are directly attributable to the Ruud
Lighting transactions, including the elimination of sales to Ruud Lighting prior to acquisition, additional depreciation and
amortization that would have been charged assuming the fair value adjustments primarily to property and equipment and
intangible assets, had been applied at the beginning of the 2011 fiscal year, together with the consequential tax effects.
Excluded from the pro forma net income and the earnings per share amounts for the years ended June 24, 2012 and June 26,
2011 are one-time acquisition costs attributable to the Ruud Lighting transactions of $3.1 million and $0.5 million, respectively.
This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of
what would have occurred had the acquisition been made at the beginning of the 2011 fiscal year, nor is it indicative of any
future results.
Acquisition of LED Lighting Fixtures, Inc.
On February 29, 2008 the Company acquired LED Lighting Fixtures, Inc. (“LLF”) through a wholly owned subsidiary
that merged into Cree, Inc. on June 27, 2010. The Company acquired all of the outstanding share capital of LLF in exchange
for total upfront consideration of $80.8 million, consisting of (1) $16.5 million in cash, (2) approximately 1.9 million shares of
the Company’s common stock valued at $58.8 million, and (3) the assumption of fully vested LLF employee stock options
valued at $4.5 million. The Company incurred transaction costs of approximately $1.0 million consisting primarily of
professional fees incurred relating to attorneys, accountants and valuation advisors. Under the acquisition terms, additional
consideration of up to $26.4 million would become payable to the former shareholders of LLF if defined product development
targets and key employee retention measures were achieved over the three calendar years following the acquisition.
LLF met the conditions necessary for the earn-out payment for the calendar years ended December 31, 2008, 2009 and
2010. As a result, the Company made a cash payment in the amount of $4.4 million to the former shareholders of LLF in the
third quarter of fiscal 2009, a cash payment in the amount of $8.8 million to the former shareholders of LLF in the third quarter
of fiscal 2010, and a final cash payment in the amount of $13.2 million to the former shareholders of LLF in the third quarter of
fiscal 2011. These incremental payments were treated as additional purchase price and resulted in an increase to goodwill in
those fiscal years in which they were made.
LLF is included in the Lighting Products segment.
61
Note 4 – Financial Statement Details
Accounts Receivable, net
The following is a summary of the components of accounts receivable, net (in thousands):
Billed trade receivables ...................................................................................................
Unbilled contract receivables ..........................................................................................
Allowance for sales returns, discounts and other incentives...........................................
Allowance for bad debts..................................................................................................
Total accounts receivable, net ..................................................................................
June 24,
2012
$ 173,145
June 26,
2011
$ 137,799
1,576
1,038
174,721
(20,681)
(1,782)
$ 152,258
138,837
(19,615)
(753)
$ 118,469
The following table summarizes the changes in the Company’s allowance for sales returns and other incentives (in
thousands):
Balance at beginning of period ...............................................................
$
Current period claims .........................................................................
Provision for sales returns ..................................................................
Fiscal Years Ended
June 24,
2012
19,615
(64,826)
65,892
$
June 26,
2011
20,551
(47,448)
46,512
June 27,
2010
$
9,644
(23,036)
33,943
Balance at end of period ................................................................
$
20,681
$
19,615
$
20,551
The following table is a roll forward of the Company’s allowance for bad debts (in thousands):
Balance at beginning of period ...............................................................
Current year provision........................................................................
Write-offs net of recoveries................................................................
Balance at end of period ................................................................
Fiscal Years Ended
June 24,
2012
June 26,
2011
June 27,
2010
$
$
753
$
1,029
—
1,782
$
1,947
(956)
(238)
753
$
$
2,531
738
(1,322)
1,947
Inventories
The following is a summary of the components of inventories (in thousands):
Raw material ..................................................................................................................
Work-in-progress............................................................................................................
Finished goods................................................................................................................
June 24,
2012
57,618
$
June 26,
2011
38,781
$
74,241
56,990
74,816
62,885
Total inventories......................................................................................................
$ 188,849
$ 176,482
62
Property and Equipment, net
The following table reflects the components of property and equipment (in thousands):
Furniture and fixtures ......................................................................................................
Land and buildings ..........................................................................................................
Machinery and equipment ...............................................................................................
Aircraft and vehicles........................................................................................................
Computer hardware/software ..........................................................................................
Leasehold improvements and other.................................................................................
Construction in progress..................................................................................................
Accumulated depreciation ...............................................................................................
Property and Equipment, net ....................................................................................
June 24,
2012
11,499
$
June 26,
2011
10,439
$
289,163
856,733
15,912
29,510
19,082
108,986
254,190
799,259
748
26,954
18,305
95,974
1,330,885
(748,424)
$ 582,461
1,205,869
(649,940)
$ 555,929
Depreciation of property and equipment totaled $110.6 million, $93.1 million and $74.1 million for the years ended
June 24, 2012, June 26, 2011 and June 27, 2010, respectively.
During the years ended June 24, 2012, June 26, 2011 and June 27, 2010, the Company recorded approximately $2.6
million, $1.5 million and $3.9 million, respectively, as losses on disposals or impairments of property and equipment. These
charges are reflected in Loss on Disposal or Impairment of Long Lived Assets in the accompanying Consolidated Statements of
Income.
Note 5 – Investments
Short-term and long-term investments consist of high-grade corporate bonds and other debt securities. All marketable
investments are classified as available-for-sale as of June 24, 2012.
The following table provides a summary of marketable investments as of June 24, 2012 (in thousands):
June 24, 2012
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
$ 211,604
146,667
—
68,599
130,000
—
8,758
$ 565,628
(58)
(123)
—
(7)
—
—
(3)
(191)
Municipal bonds ..................................................................
Corporate bonds...................................................................
Municipal variable rate demand notes.................................
U.S. agency securities..........................................................
Certificates of deposit..........................................................
Commercial paper ...............................................................
Non-U.S. government securities..........................................
Amortized
Cost
$ 209,626
144,942
—
68,156
130,000
—
8,746
$
$
2,036
1,848
—
450
—
—
15
Total..............................................................................
$ 561,470
$
4,349
$
63
The following table presents the gross unrealized losses and estimated fair value of the Company’s investment securities,
aggregated by investment type and the length of time that individual investment securities have been in a continuous unrealized
loss position, as of June 24, 2012 (in thousands):
Less than 12 Months
Greater than 12 Months
Total
June 24, 2012
Unrealized
Loss
$
Fair Value
—
Unrealized
Loss
Fair Value
— $ 30,102
Unrealized
Loss
$
Municipal bonds ................................................
Corporate bonds.................................................
Municipal variable rate demand notes...............
U.S. agency securities........................................
Certificates of deposit........................................
Commercial paper .............................................
Non-U.S. government securities........................
Fair Value
$ 30,102
30,550
—
3,014
—
—
1,543
Total............................................................
$ 65,209
$
Number of securities with an unrealized loss....
(58)
(123)
—
(7)
—
—
(3)
(191)
33
—
—
—
—
—
—
—
—
—
—
—
—
—
30,550
—
3,014
—
—
1,543
— $ 65,209
$
—
(58)
(123)
—
(7)
—
—
(3)
(191)
33
The following table provides a summary of marketable investments as of June 26, 2011 (in thousands):
June 26, 2011
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Municipal bonds...................................................................................
Corporate bonds ...................................................................................
Municipal variable rate demand notes .................................................
U.S. agency securities ..........................................................................
Certificates of deposit ..........................................................................
Commercial paper................................................................................
Non-U.S. government securities ..........................................................
Amortized
Cost
$ 391,465
207,241
295
67,244
10,003
4,999
6,986
$
$
3,943
2,312
—
807
12
—
19
Total..............................................................................................
$ 688,233
$
7,093
$
Estimated
Fair Value
$ 395,398
209,438
295
68,049
10,015
4,999
7,005
$ 695,199
(10)
(115)
—
(2)
—
—
—
(127)
The following table presents the gross unrealized losses and estimated fair value of the Company’s investment securities,
aggregated by investment type and the length of time that individual investment securities have been in a continuous unrealized
loss position, as of June 26, 2011 (in thousands):
Less than 12 Months
Greater than 12 Months
Total
June 26, 2011
Municipal bonds ................................................
Corporate bonds.................................................
Municipal variable rate demand notes...............
U.S. agency securities........................................
Certificates of deposit........................................
Commercial paper .............................................
Non-U.S. government securities........................
Fair Value
$ 14,348
20,484
—
6,518
—
—
—
Total............................................................
$ 41,350
$
Number of securities with an unrealized loss....
64
(10)
(115)
—
(2)
—
—
—
(127)
20
Unrealized
Loss
$
Fair Value
—
Unrealized
Loss
Fair Value
— $ 14,348
Unrealized
Loss
$
—
—
—
—
—
—
—
—
—
—
—
—
—
20,484
—
6,518
—
—
—
— $ 41,350
$
—
(10)
(115)
—
(2)
—
—
—
(127)
20
Each of the securities in the above tables generally has an investment grade rating and is an unrealized loss position solely
due to interest rate changes, sector credit rating changes or company-specific rating changes. The Company evaluates its
investments for possible impairment or a decline in fair value below cost basis that is deemed to be “other than temporary” on a
periodic basis. It considers such factors as the length of time and extent to which the fair value has been below the cost basis,
the financial condition of the investee, and its ability and intent to hold the investment for a period of time that may be
sufficient for an anticipated full recovery in market value. Accordingly, the Company considers declines in its securities to be
temporary in nature, and does not consider its securities to be impaired as of June 24, 2012 and June 26, 2011.
The contractual maturities of marketable investments at June 24, 2012 were as follows (in thousands):
Municipal bonds ..........................................
Within One
Year
85,261
$
After One,
Within Five
Years
$ 126,343
After Five,
Within Ten
Years
After Ten
Years
Total
—
— $ 211,604
Corporate bonds...........................................
50,462
92,221
$
3,984
Municipal variable rate demand notes.........
U.S. agency securities..................................
Certificates of deposit..................................
Commercial paper .......................................
Non-U.S. government securities..................
—
31,856
130,000
—
4,559
—
36,743
—
—
4,199
—
—
—
—
—
—
—
—
—
—
—
146,667
—
68,599
130,000
—
8,758
Total......................................................
$ 302,138
$ 259,506
$
3,984
— $ 565,628
Note 6 – Fair Value of Financial Instruments
Under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability
(i.e., “the exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value,
the Company uses various valuation approaches, including quoted market prices and market income models. U.S. GAAP also
establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the
use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are
obtained from independent sources and can be validated by a third party, whereas, unobservable inputs reflect assumptions
regarding what a third party would use in pricing an asset or liability. The fair value hierarchy is broken down into 3 levels
based on the reliability of inputs as follows:
•
•
Level 1 - Valuations based on quoted prices in active markets for identical instruments that the Company is able
to access. Since valuations are based on quoted prices that are readily and regularly available in an active
market, valuation of these products does not entail a significant degree of judgment.
Level 2 - Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in
markets that are not active for identical or similar instruments, and model-derived valuations in which all
significant inputs and significant value drivers are observable in active markets.
•
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The financial assets for which the Company performs recurring fair value remeasurements are cash equivalents and short-
term investments. As of June 24, 2012, financial assets utilizing Level 1 inputs included money market funds and investments
traded on active securities exchanges. Financial assets utilizing Level 2 inputs included corporate bonds, municipal bonds,
U.S. agency securities, certificates of deposit and non-U.S. government securities. Level 2 assets are valued using a third-party
pricing services consensus price which is a weighted average price based on multiple sources. These sources determine prices
utilizing market income models which factor in, where applicable, transactions of similar assets in active markets, transactions
of identical assets in infrequent markets, interest rates, bond or credit default swap spreads and volatility. The Company does
not have any significant financial assets requiring the use of Level 3 inputs. There were no transfers between Level 1 and Level
2 during the year ended June 24, 2012.
65
The following table sets forth financial instruments carried at fair value within the U.S. GAAP hierarchy and using the
lowest level of input (in thousands):
June 24, 2012
June 26, 2011
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Assets:
Cash equivalents..........................
Municipal bonds...................
— $
3,000
— $
3,000
—
Money market funds.............
$ 31,318
—
—
31,318
$ 7,386
Total cash equivalents ...
$ 31,318
$
3,000
— $ 34,318
$ 7,386
—
—
—
—
—
— $
7,386
— $
7,386
Short-term investments
Municipal bonds...................
Corporate bonds ...................
Municipal variable rate
demand notes........................
U.S. agency securities ..........
Certificates of deposit...........
Commercial paper ................
Non-U.S. government
securities...............................
Total short-term
investments....................
— $ 211,604
— 146,667
— $ 211,604
— 146,667
— $ 395,398
— 209,438
— $ 395,398
— 209,438
—
—
—
68,599
—
—
—
68,599
— 130,000
— 130,000
—
—
—
8,758
—
—
—
8,758
—
—
—
—
—
295
68,049
10,015
4,999
7,005
— $ 565,628
— $ 565,628
— $ 695,199
—
—
—
—
—
295
68,049
10,015
4,999
7,005
— $ 695,199
— $ 702,585
Total assets...........
$ 31,318
$ 568,628
— $ 599,946
$ 7,386
$ 695,199
The Company utilizes specific identification in computing realized gains and losses on the sale of investments. Realized
gains from the sale of investments for the fiscal year ended June 24, 2012 of approximately $1.0 million are included in “Other
non-operating income, net” and unrealized gains and losses are included as a separate component of equity, net of tax, unless
the loss is determined to be other-than-temporary.
The Company evaluates its investments for possible impairment or a decline in fair value below cost basis that is deemed
to be other-than-temporary on a periodic basis. It considers such factors as the length of time and extent to which fair value has
been below cost basis, the financial condition of the investee, and its ability and intent to hold the investment for a period of
time that may be sufficient for an anticipated full recovery in market value.
Note 7 – Intangible Assets and Goodwill
Intangible Assets
The following table reflects the components of intangible assets (in thousands):
Customer relationships ....................................................................................................
Developed technology .....................................................................................................
Patent and license rights ..................................................................................................
Trade names.....................................................................................................................
In-process research and development..............................................................................
Non-compete agreements ................................................................................................
Intangible assets, gross .............................................................................................
Accumulated amortization...............................................................................................
Intangible assets, net ................................................................................................
June 24,
2012
$ 137,440
147,710
97,812
83,400
15,050
10,244
June 26,
2011
52,620
$
51,410
83,440
450
—
444
$ 491,656
(115,581)
$ 376,075
$ 188,364
(85,504)
$ 102,860
66
Indefinite-lived trade names included in the table above were approximately $82.9 million. Total amortization of
intangible assets was $32.1 million, $15.5 million and $16.3 million for the years ended June 24, 2012, June 26, 2011 and
June 27, 2010, respectively. During the fourth quarter of fiscal 2012, the Company started amortizing certain IPR&D assets
(acquired in the Ruud Lighting acquisition) that were completed during the quarter.
The Company invested $17.2 million, $12.8 million and $9.3 million for the years ended June 24, 2012, June 26, 2011
and June 27, 2010, respectively for patent and license rights. For the fiscal years ended June 24, 2012, June 26, 2011 and
June 27, 2010, the Company recorded $0.8 million, $0.5 million and $0.2 million, respectively, in impairment charges related to
its patent portfolio.
Future amortization expense of the Company’s definite-lived intangible assets is estimated to be as follows (in
thousands):
Fiscal Year Ending
June 30, 2013............................................................................................................................................
June 29, 2014............................................................................................................................................
June 28, 2015............................................................................................................................................
June 26, 2016............................................................................................................................................
June 25, 2017............................................................................................................................................
Thereafter .................................................................................................................................................
$
37,032
34,908
31,937
31,638
29,658
128,022
$ 293,195
Goodwill
In fiscal 2012, the Company performed a qualitative test on the Company’s consolidated goodwill. This qualitative
assessment did not conclude that it was more likely than not that consolidated goodwill was impaired. Thus, a two step
goodwill impairment test was not indicated for fiscal 2012. There were no impairments of consolidated goodwill for the fiscal
years ended June 26, 2011 and June 27, 2010.
During the fourth quarter of fiscal 2012, the Company completed modification of its internal management and reporting
structure along three operating segments. In reviewing these operating segments under ASC 350 for goodwill reporting purposes,
the Company determined that the Company’s operating segments are consistent with its reporting units. Thus, the Company’s
reporting units for goodwill impairment testing include:
• LED Products
• Lighting Products
•
Power and RF Products
As a result of the reorganization of the Company into three reporting units, the Company was required to assess goodwill
impairment at the reporting unit level. The Company performed the quantitative goodwill impairment test on each reporting
unit. For step one of the impairment test, the Company derived each reporting unit’s fair value through a combination of the
market approach (a guideline transaction method) and the income approach (a discounted cash flow analysis). The Company
utilized a discount rate from the capital asset pricing model for the discounted cash flow analysis. Once the reporting unit fair
values were calculated, the Company reconciled the reporting units’ relative fair values back to the Company’s market
capitalization as of the testing date.
The Company then compared the carrying value of each reporting unit, inclusive of its assigned goodwill, to its fair value.
The Company determined that the fair value of each reporting unit exceeded its carrying value, and therefore, there was no
goodwill impairment as of June 24, 2012. As a result, step two of the goodwill impairment test was not necessary.
67
Goodwill activity by reporting unit for the years ended June 24, 2012 and June 26, 2011 is as follows (in thousands):
June 26, 2011..................................................................... $ 245,857
Addition due to Ruud Lighting acquisition .......................
—
June 24, 2012..................................................................... $ 245,857
$
47,614
290,167
$ 337,781
$
32,707
$ 616,345
LED
Products
Lighting
Products
Power and
RF Products
32,707
$
Consolidated
Total
$ 326,178
—
290,167
Consolidated goodwill increased from approximately $326.2 million at June 26, 2011 to approximately $616.3 million at
June 24, 2012 due to the acquisition of Ruud Lighting.
Note 8 – Shareholders’ Equity
In September 2009, the Company issued and sold 12.65 million shares of its common stock, with net proceeds of
approximately $434 million.
In August 2011, in connection with the acquisition of Ruud Lighting, the Company issued 6.1 million shares of common
stock valued at approximately $211.0 million. The shares issued in connection with the acquisition are subject to certain
transfer restrictions under the Stock Purchase Agreement that will generally lapse with respect to 25% of the shares held (i) at
the completion of the consecutive six-month period following the date of the closing of the transaction; and, (ii) at the
completion of each of the following three successive six-month periods, such that all restrictions will lapse by the second
anniversary of the closing.
As discussed in Note 3, “Acquisitions,” the post-closing working capital adjustment and indemnification obligations
under the Stock Purchase Agreement resulted in the return of an aggregate of 20,964 shares of the Company’s common stock
from escrow during fiscal 2012.
As of June 24, 2012, the Company is authorized to repurchase shares of its common stock having an aggregate purchase
price not exceeding $200 million for all purchases from June 14, 2012 through the expiration of the program, as authorized by
the Board of Directors and extended through June 30, 2013. During the fiscal year ended June 24, 2012, the Company
repurchased 0.5 million shares of its common stock under the share repurchase program, for a total of $12.0 million. The
average price paid per share for the repurchase was $23.98 per share.
Since the inception of the predecessor stock repurchase program in January 2001, the Company has repurchased 10.3
million shares of its common stock at an average price of $19.95 per share with an aggregate value of $205.4 million. The
repurchase program can be implemented through open market or privately negotiated transactions at the discretion of the
Company’s management. The Company will continue to determine the time and extent of any repurchases based on its
evaluation of market conditions and other factors.
On May 29, 2002, the Company’s Board of Directors adopted a shareholder rights plan, pursuant to which stock purchase
rights were distributed to shareholders at a rate of one right with respect to each share of common stock held of record as of
June 10, 2002. Subsequently issued shares of common stock also carry stock purchase rights under the plan. The rights plan is
designed to enhance the Board’s ability to prevent an acquirer from depriving shareholders of the long-term value of their
investment and to protect shareholders against attempts to acquire the Company by means of unfair or abusive takeover tactics.
Unless terminated by the Board, the rights become exercisable based upon certain limited conditions related to acquisitions of
stock, tender offers and certain business combinations involving the Company. The shareholder rights plan includes a review
mechanism requiring the independent members of the Company’s Board of Directors to review and evaluate the plan at least
every three years to consider whether the maintenance of the plan continues to be in the best interests of the Company and its
shareholders and to communicate their conclusion to the Board. The Board of Directors has delegated this responsibility to the
Governance and Nominations Committee, which is composed of all independent directors of the Board. On April 24, 2012, the
shareholder rights plan was amended and restated to, among other things, extend the expiration date from June 10, 2012 to
September 30, 2018, and to remove provisions in the rights plan stipulating that certain actions can be taken only with the
concurrence of a majority of the members of the Board of Directors who are not affiliated with an acquiring person (more
specifically, those who are “Continuing Directors,” as defined in the original rights plan adopted in 2002).
68
At June 24, 2012, the Company had reserved a total of approximately 17.1 million shares of its common stock and 0.1
million shares of its Series A preferred stock for future issuance as follows (in thousands):
For exercise of outstanding common stock options ..................................................................................
For vesting of outstanding stock units.......................................................................................................
For future equity awards under 2004 Long-Term Incentive Compensation Plan .....................................
For future issuance under the Non-Employee Director Stock Compensation and Deferral Program.......
For future issuance to employees under the 2005 Employee Stock Purchase Plan ..................................
Total common shares reserved ...........................................................................................................
Series A preferred stock reserved for exercise of rights issued under shareholders’ rights plan...............
Number of
Shares
8,800
36
7,089
100
1,105
17,130
100
Note 9 – Earnings Per Share
The following presents the computation of basic earnings per share (in thousands, except per share amounts):
Fiscal Years Ended
June 24,
2012
June 26,
2011
June 27,
2010
Basic:
Net income .........................................................................................
Weighted average common shares .....................................................
Basic earnings per share...................................................................
$
$
44,412
$ 146,500
$ 152,290
114,693
108,522
102,371
0.39
$
1.35
$
1.49
The following computation reconciles the differences between the basic and diluted earnings per share presentations (in
thousands, except per share data):
Fiscal Years Ended
June 24,
2012
June 26,
2011
June 27,
2010
Diluted:
Net income .........................................................................................
$
44,412
$ 146,500
$ 152,290
Weighted average common shares - basic..........................................
114,693
108,522
102,371
Dilutive effect of stock options, nonvested shares and ESPP
purchase rights....................................................................................
532
1,513
2,327
Weighted average common shares - diluted.......................................
115,225
110,035
104,698
Diluted earnings per share..................................................................
$
0.39
$
1.33
$
1.45
Potential common shares that have the effect of increasing diluted earnings per share are considered to be antidilutive and
as such, these shares are not included in calculating diluted earnings per share. As of June 24, 2012, June 26, 2011 and June 27,
2010, there were 7.0 million, 2.0 million and 0.4 million, respectively, of potential common shares not included in the
calculation of diluted earnings per share because their effect was antidilutive.
Note 10 – Stock-Based Compensation
Overview of Employee Stock-Based Compensation Plans
The Company currently has one equity-based compensation plan from which stock-based compensation awards can be
granted to employees and directors. The Company also assumed options that were initially granted pursuant to plans adopted
by companies acquired by the Company. The Company’s plans are as follows:
2004 Long-Term Incentive Compensation Plan - This plan provides for awards in the form of incentive stock options,
non-qualified stock options, stock appreciation rights, restricted stock, stock units and performance units. Currently, this is the
only plan under which awards can be granted. In fiscal years 2012, 2011 and 2010, the shareholders approved increases to the
69
number of shares authorized under the plan by 4.0 million, 3.0 million and 3.0 million, respectively. As of June 24, 2012, there
are 18.2 million shares authorized for issuance under the plan, and 7.1 million shares remaining for future grants.
Awards issued under the plan to date include non-qualified stock options, restricted stock, stock units and performance
units.
The Company also has an Employee Stock Purchase Plan (the “2005 ESPP”) that provides employees with the
opportunity to purchase common stock through payroll deductions. The Company established its original ESPP in 1999 and
terminated it on October 31, 2005. As approved by the Company’s shareholders on November 3, 2005, the 2005 ESPP
authorized issuance of up to 0.6 million shares of common stock. On October 30, 2008, the Company’s shareholders approved
an amendment to the 2005 ESPP, increasing the shares authorized for issuance under the plan by an additional 0.9 million
shares. On October 25, 2011, the Company’s shareholders approved another amendment to the 2005 ESPP, increasing the
shares authorized for issuance under the plan by an additional 1.0 million shares. As of June 24, 2012, there are 2.5 million
shares authorized for issuance under the 2005 ESPP, with 1.1 million shares remaining for future issuance.
The 2005 ESPP limits employee contributions to 15% of each employee’s compensation (as defined in the plan) and
originally allowed employees to purchase shares at a 15% less than the fair market value of common stock on the purchase date
two times per year. The 2005 ESPP was amended in the second quarter of fiscal 2012 to increase the six-month participation
period to a twelve-month participation period, divided into two equal six month purchase periods, and to provide for a look-
back feature. At the end of each six-month period in April and October, employees participating in the plan may purchase the
Company’s common stock through the ESPP at 15% less than the fair market value of the common stock on the first day of the
twelve-month participation period or the purchase date, whichever is lower. The plan amendment also provides for an
automatic reset feature to start participants on a new twelve-month participation period if the share value declines during the
first six-month purchase period.
Stock Option Awards
The following table summarizes option activity as of June 24, 2012 and changes during the fiscal year then ended (total
and shares in thousands):
Weighted-
Average
Exercise
price
Weighted
Average
Remaining
Contractual
Term
Total
Intrinsic
Value
Number of
Shares
Outstanding at June 26, 2011...............................................................
6,467
$
Granted.................................................................................................
Exercised..............................................................................................
Forfeited or expired..............................................................................
Outstanding at June 24, 2012...............................................................
Vested and expected to vest at June 24, 2012......................................
Exercisable at June 24, 2012................................................................
3,139
(217)
(589)
8,800
8,646
3,760
$
$
$
39.56
30.56
23.12
40.28
36.71
36.75
34.69
4.71
4.69
3.46
$
$
$
3,704
3,697
3,599
The total intrinsic value in the table above represents the total pretax intrinsic value, which is the total difference between
the closing price of the Company’s common stock on June 22, 2012 (the last trading day of fiscal 2012) of $24.45 and the
exercise price for in-the-money options that would have been received by the holders if all instruments had been exercised on
June 24, 2012. As of June 24, 2012, there was $46.3 million of unrecognized compensation cost related to nonvested stock
options, which is expected to be recognized over a weighted average period of 1.68 years.
70
The following table summarizes information about stock options outstanding and exercisable at June 24, 2012 (shares in
thousands):
Options Outstanding
Options Exercisable
Range of Exercise Price
$0.01 to $30.33 ..............................................
Number
1,886
30.34 to 30.92..............................................
30.93 to 35.89..............................................
35.90 to 53.49..............................................
53.50 to 75.55..............................................
Total........................................................
2,581
2,055
237
2,041
8,800
Weighted
Average
Remaining
Contractual
Life (Years)
2.91
Weighted
Average
Exercise
Price
$
23.46
6.19
4.05
5.32
5.11
4.71
30.92
34.90
48.24
56.74
Weighted
Average
Exercise
Price
$
23.24
30.92
35.04
48.00
57.36
Number
1,659
1
1,242
95
763
$
36.71
3,760
$
34.69
Other information pertaining to the Company’s stock option awards is as follows (in thousands, except per share data):
Weighted average grant date fair value per share of options............................... $
Total intrinsic value of options exercised............................................................ $
Fiscal Years Ended
June 24,
2012
11.67
June 26,
2011
22.83
$
June 27,
2010
14.58
$
1,605
$ 40,042
$ 118,162
Restricted Stock Awards
A summary of non-vested shares of restricted stock and stock unit awards (“RSAs” and “RSUs”) outstanding under the
Company’s 2004 Long-Term Incentive Compensation Plan as of June 24, 2012 and changes during the year then ended is as
follows (in thousands, except per share data):
Nonvested at June 26, 2011..............................................................................................
Granted .............................................................................................................................
Vested...............................................................................................................................
Forfeited ...........................................................................................................................
Nonvested at June 24, 2012..............................................................................................
Number of
Shares/Units
509
Weighted-
Average
Grant-Date
Fair Value
40.87
$
238
(184)
(46)
517
$
30.69
38.63
36.05
37.41
As of June 24, 2012, there was $13.7 million of unrecognized compensation cost related to nonvested awards, which is
expected to be recognized over a weighted average period of 2.55 years.
Stock-Based Compensation Valuation and Expense
The Company accounts for its employee stock-based compensation plan using the fair value method. The fair value
method requires the Company to estimate the grant date fair value of its stock-based awards and amortize this fair value to
compensation expense over the requisite service period or vesting term.
The Company currently uses the Black-Scholes option-pricing model to estimate the fair value of the Company’s stock
option and ESPP awards. The determination of the fair value of stock-based payment awards on the date of grant using an
option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and
subjective variables. These variables include the expected stock price volatility over the term of the awards, actual and
projected employee stock option exercise behaviors, the risk-free interest rate and expected dividends. Due to the inherent
limitations of option-valuation models, future events that are unpredictable and the estimation process utilized in determining
the valuation of the stock-based awards, the ultimate value realized by award holders may vary significantly from the amounts
expensed in the Company’s financial statements.
71
For restricted stock and stock unit awards, the grant date fair value is based upon the market price of the Company’s
common stock on the date of the grant. This fair value is then amortized to compensation expense over the requisite service
period or vesting term.
Stock-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those
stock-based awards that are expected to vest. A forfeiture rate is estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from initial estimates.
Total stock-based compensation expense was as follows (in thousands):
Income Statement Classification
Cost of goods sold .....................................................................................
Research and development ........................................................................
Sales, general and administrative ..............................................................
Total operating expenses ....................................................................
Fiscal Years Ended
June 24,
2012
June 26,
2011
June 27,
2010
$
7,713
$
10,378
28,302
38,680
5,454
8,388
24,398
32,786
$
3,091
5,040
15,936
20,976
Total.............................................................................................
$
46,393
$
38,240
$
24,067
The weighted average assumptions used to value stock option grants were as follows:
Stock Option Grants:
Risk-free interest rate .........................................................................
Expected life, in years ........................................................................
Expected volatility..............................................................................
Dividend Yield ...................................................................................
Fiscal Years Ended
June 24,
2012
June 26,
2011
June 27,
2010
0.47%
3.63
51.7%
—
0.95%
3.5
56.7%
—
1.76%
3.7
48.4%
—
The following describes each of these assumptions and the Company’s methodology for determining each assumption:
Risk-Free Interest Rate
The Company estimates the risk-free interest rate using the U.S. Treasury bill rate with a remaining term equal to the
expected life of the award.
Expected Life
The expected life represents the period that the stock option awards are expected to be outstanding. In determining the
appropriate expected life of its stock options, the Company segregates its grantees into categories based upon employee levels
that are expected to be indicative of similar option-related behavior. The expected useful lives for each of these categories are
then estimated giving consideration to (1) the weighted average vesting periods, (2) the contractual lives of the stock options,
(3) the relationship between the exercise price and the fair market value of the Company’s common stock, (4) expected
employee turnover, (5) the expected future volatility of the Company’s common stock, and (6) past and expected exercise
behavior, among other factors.
Expected Volatility
The Company estimates expected volatility giving consideration to the expected life of the respective award, the
Company’s current expected growth rate, implied volatility in traded options for its common stock, and the historical volatility
of its common stock.
Expected Dividend Yield
The Company estimates the expected dividend yield by giving consideration to its current dividend policies as well as
those anticipated in the future considering the Company’s current plans and projections. The Company does not currently
calculate a discount for any post-vesting restrictions to which its awards may be subject.
72
Note 11 – Income Taxes
The following are the components of income/(loss) before income taxes (in thousands):
Domestic .....................................................................................................................
Foreign ........................................................................................................................
Fiscal Years Ended
June 24,
2012
$ (10,682)
58,329
June 26,
2011
$ 110,959
June 27,
2010
$ 153,848
67,268
51,624
Total .....................................................................................................................
$
47,647
$ 178,227
$ 205,472
The following are the components of income tax (benefit)/expense (in thousands):
Fiscal Years Ended
June 24,
2012
June 26,
2011
June 27,
2010
Current:
Federal..................................................................................................................
$
Foreign .................................................................................................................
State......................................................................................................................
(4,031)
13,125
566
$
31,503
$
45,005
13,796
2,736
12,963
6,260
Total Current.................................................................................................
$
9,660
$
48,035
$
64,228
Deferred:
Federal..................................................................................................................
Foreign .................................................................................................................
State......................................................................................................................
Total Deferred...............................................................................................
Income tax expense .............................................................................
$
(6,665)
1,429
(1,189)
(6,425)
3,235
(5,008)
(10,825)
(475)
(16,308)
31,727
(8,180)
(2,837)
(29)
(11,046)
53,182
$
$
Actual income tax expense differed from the amount computed by applying the U.S. federal tax rate of 35% to pre-tax
earnings as a result of the following (in thousands, except percentages):
Federal income tax provision at statutory rate.................
Increase (decrease) in income tax expense resulting
from:
Fiscal Years Ended
June 24,
2012
$ 16,676
% of
Income
35%
June 26,
2011
$ 62,378
% of
Income
35%
June 27,
2010
$ 71,916
% of
Income
35%
State tax provision, net of federal benefit.................
Tax exempt interest...................................................
Exam settlements ......................................................
48C investment tax credit .........................................
Increase (decrease) in tax reserve .............................
Research and development credits............................
Qualified production activities deduction.................
Statutory rate differences..........................................
Effect of tax rate change ...........................................
Other .........................................................................
Income tax expense ...........................................
68
(1,064)
—
(4,105)
(2,677)
(694)
(177)
(5,830)
—
1,038
$ 3,235
0%
-2%
0%
-9%
-6%
-1%
0%
-12%
0%
2%
7%
2,169
(1,646)
—
(4,023)
(2,175)
(3,619)
(2,714)
(16,117)
(2,998)
472
$ 31,727
1%
-1%
0%
-2%
-1%
-2%
-2%
-9%
-2%
0%
17%
4,135
(1,089)
1,645
(1,401)
(3,462)
(1,092)
(3,945)
(14,939)
(707)
2,121
$ 53,182
2%
-1%
1%
-1%
-2%
-1%
-2%
-7%
0%
1%
25%
73
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax
liabilities are as follows (in thousands):
Deferred tax assets:
Compensation ..................................................................................................................................
Inventory ..........................................................................................................................................
Sales return reserve and allowance for bad debts ............................................................................
Warranty reserve..............................................................................................................................
Federal and state net operating loss carryforwards..........................................................................
Federal credits..................................................................................................................................
State credits......................................................................................................................................
48C investment tax credits...............................................................................................................
Investments ......................................................................................................................................
Stock-based compensation...............................................................................................................
Other ................................................................................................................................................
Total gross deferred assets.............................................................................................................
Less valuation allowance...............................................................................................................
Deferred tax assets, net ...............................................................................................................
Deferred tax liabilities:
June 24,
2012
June 26,
2011
$
2,594
$
1,494
13,051
2,710
2,668
2,353
290
3,982
15,905
980
27,586
1,056
73,175
(1,611)
71,564
10,132
4,160
—
1,010
—
3,688
11,176
970
16,731
2,071
51,432
(1,620)
49,812
Property and equipment ...................................................................................................................
Intangible assets ...............................................................................................................................
Available-for-sale securities.............................................................................................................
Prepaid taxes and other ....................................................................................................................
Total gross deferred liability..........................................................................................................
Deferred tax asset/(liability), net.................................................................................................
(29,307)
(31,701)
(1,570)
(1,045)
(63,623)
7,941
(19,590)
(29,952)
(2,629)
(890)
(53,061)
(3,249)
$
$
The components giving rise to the net deferred tax assets (liabilities) have been included in the accompanying
Consolidated Balance Sheet as follows (in thousands):
U.S. federal income taxes .........................................................................
Hong Kong and other income taxes..........................................................
Balance at June 24, 2012
Asset
Liabilities
Current
$ 13,461
8,283
Noncurrent
—
1,931*
$
$ 21,744
$
1,931
Current
Noncurrent
— $ (15,735)
—
—
— $ (15,735)
* This amount is included in Other Assets on the Consolidated Balance Sheets.
U.S. federal income taxes .........................................................................
Hong Kong and other income taxes..........................................................
Balance at June 26, 2011
Asset
Liabilities
Current
$ 10,072
Noncurrent
—
7,785
$ 17,857
$
$
796*
796
Current
Noncurrent
— $ (21,902)
—
—
— $ (21,902)
* This amount is included in Other Assets on the Consolidated Balance Sheets.
74
During fiscal 2010, the Company was notified by the Internal Revenue Service that it had been allocated $39 million of
federal tax credits as part of the American Recovery and Reinvestment Act of 2009 (Internal Revenue Section 48C). This $39
million allocation was based upon the Company projecting that it would put into service approximately $130 million of
qualified equipment into its United States manufacturing locations over the next three years. During fiscal 2010, 2011 and
2012, the Company has generated $10.8 million, $23.7 million and $4.5 million of 48C credit, respectively. The tax benefit
(net of related basis adjustments) will be amortized into income over the useful life (5 years) of the underlying equipment that
was placed in service to generate these credits. Since fiscal 2010, the Company has recognized an income tax benefit of $9.5
million related to the credits generated to date, with $4.1 million of this amount recognized as a tax benefit for the year ended
June 24, 2012.
As of June 24, 2012 the Company has approximately $10.7 million of state net operating loss carryovers against which a
full valuation allowance has been recorded. Furthermore, the Company has approximately $0.8 million of alternative minimum
tax credits carryforwards and $3.5 million of 48C credit carryforwards that relate to excess stock option benefits which, if and
when realized, will credit additional paid in capital. Additionally, the Company has $6.1 million of state income tax credit
carryforwards. The state net operating loss carryovers will begin to expire in fiscal 2015 and the state income tax credit
carryforwards will begin to expire in fiscal 2016.
U.S. GAAP requires a two-step approach to recognizing and measuring uncertain tax positions. The first step is to
evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than
not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The
second step is to measure the tax benefit as the largest amount that is cumulatively more than 50% likely to be realized upon
ultimate settlement.
During fiscal 2012, the Company recognized a net decrease in total unrecognized tax benefits of $2.6 million as a result
of the settlement of prior year tax audits and statute expirations in the United States and Hong Kong. As a result, the total
amount of unrecognized tax benefits as of June 24, 2012 is $4.4 million. Of the $4.4 million total unrecognized tax benefits,
$4.4 million represents tax positions that, if recognized, would impact the effective tax rate. Although timing of the resolution
and/or closure on audits is highly uncertain, the Company believes it is reasonably possible that approximately $2.2 million of
gross unrecognized tax benefits will change in the next 12 months as a result of pending audit settlements or statute expirations.
The following is a tabular reconciliation of the Company’s change in uncertain tax positions (in thousands):
Beginning Balance .................................................................................................................................
Increases related to prior year tax positions....................................................................................
Decreases related to prior year tax positions...................................................................................
Expiration of statute of limitations for assessment of taxes............................................................
Ending Balance ........................................................................................................................
$
June 24,
2012
6,987
$
June 26,
2011
7,602
$
—
(1,966)
(600)
4,421
741
—
(1,356)
6,987
$
The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the income tax
expense line item in the Consolidated Statements of Income. As of June 24, 2012, the Company accrued $42 thousand for the
payment of interest related to unrecognized tax benefits.
The Company files U.S. federal, U.S. state and foreign tax returns. For U.S. federal purposes, the Company is generally
no longer subject to examinations for fiscal years ended June 29, 2009 and prior. During the third quarter of fiscal 2012, the
Company settled its federal examination with the Internal Revenue Service for fiscal 2009. For foreign purposes, the Company
is no longer subject to examination for tax periods 2002 and prior. Certain carryforward tax attributes generated in prior years
remain subject to examination and adjustment. For U.S. state tax returns the Company is generally no longer subject to tax
examinations for fiscal years prior to 2009. The Company is also currently under inquiry by the Hong Kong Inland Revenue
Department for fiscal 2008 through fiscal 2010.
The Company provides for U.S. income taxes on the earnings of foreign subsidiaries unless the subsidiaries’ earnings are
considered indefinitely reinvested outside the United States. As of June 24, 2012, U.S. income taxes were not provided for on a
cumulative total of approximately $229.0 million of undistributed earnings for certain non-U.S. subsidiaries, as the Company
currently intends to reinvest these earnings in these foreign operations indefinitely. Determination of the amount of any
deferred tax liability on these undistributed earnings is not practicable.
75
During fiscal 2011, the Company was awarded a tax holiday in Malaysia with respect to its manufacturing and
distribution operations. As a result of this arrangement, which allows for 0% tax for 10 years starting in fiscal 2011, the
Company’s net income increased by $2.1 million and $1.8 million in fiscal 2012 and fiscal 2011, respectively ($0.02 per basic
share and $0.02 per diluted share in each year).
Note 12 – Commitments and Contingencies
Warranties
The following table summarizes the changes in the Company’s product warranty liabilities (in thousands):
Balance at beginning of period......................................................................
Acquisition related warranties (See Note 3) ..........................................
Warranties accrued in current period......................................................
Changes in estimates for pre-existing warranties...................................
Expenditures...........................................................................................
Balance at end of period ................................................................................
Fiscal Years Ended
June 24,
2012
June 26,
2011
June 27,
2010
$
$
2,235
5,623
1,055
(878)
(2,522)
5,513
$
1,308
$
—
1,573
(125)
(521)
2,235
$
$
662
—
990
(97)
(247)
1,308
Product warranties are estimated and recorded at the time the Company recognizes revenue. The warranty periods range
from ninety days to ten years. The Company estimates these warranty liabilities as a percentage of revenue, based on historical
knowledge of warranty costs and expected future warranty costs. The Company evaluates its warranty reserve on a quarterly
basis. If actual product failure rates materially differ from the Company’s estimates, revisions to the estimated warranty
liability are recorded in the period in which they are determined.
Lease Commitments
The Company primarily leases manufacturing, office, housing and warehousing space under the terms of non-cancelable
operating leases. These leases expire at various times through November 2017. The Company records net rent expense on a
straight-line basis over the life of the lease. Rent expense associated with these operating leases totaled approximately $4.6
million, $3.0 million and $2.7 million for each of the fiscal years ended June 24, 2012, June 26, 2011 and June 27, 2010,
respectively. Certain agreements require that the Company pay property taxes and general property maintenance in addition to
the minimum rental payments. Future minimum rental payments as of June 24, 2012 (under leases currently in effect) are as
follows, (in thousands):
Fiscal Years Ending
June 30, 2013......................................................................................................................................
June 29, 2014......................................................................................................................................
June 28, 2015......................................................................................................................................
June 26, 2016......................................................................................................................................
June 25, 2017......................................................................................................................................
Thereafter ...........................................................................................................................................
Minimum Rental
Amount
$
3,239
3,094
2,658
2,033
1,555
157
Total.............................................................................................................................................
$
12,736
Litigation
The Company is currently a party to various legal proceedings, including certain of the proceedings noted in this section.
While management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will
not materially harm the Company’s financial position, cash flows, or overall trends in results of operations, legal proceedings
are subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include money damages
or, in matters for which injunctive relief or other conduct remedies are sought, an injunction prohibiting the Company from
selling one or more products at all or in particular ways. Were unfavorable final outcomes to occur, there exists the possibility
76
of a material adverse impact on the Company’s business, results of operation, financial position, and overall trends. Except as
may be otherwise indicated, the outcomes in these matters are not reasonably estimable.
SemiLEDs Litigation
The Company is the plaintiff in an action against SemiLEDs Corporation and its subsidiaries, Helios Crew Corp. and
SemiLEDs Optoelectronics Co., Ltd. (collectively “SemiLEDs”), commenced October 8, 2010 in the U.S. District Court for the
District of Delaware. The complaint as amended seeks injunctive relief and damages and alleges that the defendants are
infringing six U.S. patents owned by the Company relating to light-emitting diodes: No. 7,737,459, entitled “High Output
Group III Nitride Light Emitting Diodes”; No. 7,211,833, entitled “Light Emitting Diodes Including Barrier Layers/Sublayers”;
No. 7,611,915, entitled “Methods for Manufacturing Light Emitting Diodes Including Barrier Layers/Sublayers”; No.
6,657,236, entitled “Enhanced Light Extraction in LEDs Through the Use of Internal and External Optical Elements”;
No. 7,795,623, entitled “Light Emitting Devices Having Current Reducing Structures and Methods of Forming Light Emitting
Devices Having Current Reducing Structures”; and No. 7,557,380, entitled “Light Emitting Devices Having a Reflective Bond
Pad and Methods of Fabricating Light Emitting Devices Having Reflective Bond Pads.” The defendants have filed an answer
and counterclaims in which they deny any infringement and seek a declaratory judgment that all of the patents are invalid and
that one of the patents is unenforceable.
SemiLEDs Corporation and SemiLEDs Optoelectronics Co., Ltd. filed a complaint against the Company in the U.S.
District Court for the District of Delaware on August 15, 2011. The complaint seeks injunctive relief and damages for alleged
infringement of three U.S. patents relating to light-emitting diodes: No. 7,615,789, entitled “Vertical Light Emitting Diode
Device Structure”; No. 7,646,033, entitled “Systems and Methods for Producing White-Light Emitting Diodes”; and No.
D580,888 entitled “Light Emitting Diode Device with Electrode.” In October 2011, the Company filed an answer and
counterclaims in which the Company denies any infringement and seeks a declaratory judgment that the asserted claims of the
SemiLEDs patents are invalid. In addition, the Company asserted counterclaims against SemiLEDs Corporation and
SemiLEDs Optoelectronics Co. seeking injunctive relief and damages for infringement of the following additional U.S. patents
owned by the Company relating to light-emitting diodes: No. 6,958,497, entitled “Group III Nitride Based Light Emitting
Diode Structures with a Quantum Well and Superlattice, Group III Nitride Based Quantum Well Structures and Group III
Nitride Based Superlattice Structures”; and No. 6,515,313, entitled “Efficiency Light Emitters with Reduced Polarization-
Induced Charges.”
In June 2012, the parties entered into a settlement agreement pursuant to which SemiLEDs agreed to the entry of an
injunction effective October 1, 2012 that prohibits the importation and sale of the SemiLEDs accused products in the United
States and made a one-time payment to the Company for past damages. The remaining claims of all parties were dismissed
without prejudice.
Cooper Lighting Litigation
Ruud Lighting, Inc. filed a complaint for patent infringement against Cooper Lighting, LLC in the U.S. District Court for
the Eastern District of Wisconsin on April 2, 2010. The complaint as amended seeks injunctive relief and damages for
infringement of two U.S. patents owned by Ruud Lighting: No. 7,686,469, entitled “LED Lighting Fixture”; and No. 7,891,835,
entitled “Light-Directed Apparatus with Protected Reflector-Shield and Lighting Fixture Utilizing Same.” Cooper Lighting has
filed an answer and counterclaims in which it denies any infringement and seeks a declaratory judgment that the asserted claims
of the patents are invalid. On May 23, 2012, Ruud Lighting filed a second complaint for patent infringement against Cooper
Lighting, LLC in the U.S. District Court for the Eastern District of Wisconsin. The complaint seeks injunctive relief and
damages for infringement of a third U.S. patent owned by Ruud Lighting, No. 7,952,262, entitled “Modular LED Unit
Incorporating Interconnected Heat Sinks Configured To Mount and Hold Adjacent LED Modules.”
Illumination Management Solutions, Inc., a subsidiary of Cooper Lighting, LLC, filed a complaint for patent
infringement against Ruud Lighting in the U.S. District Court for the Eastern District of Texas on June 7, 2010. The action was
later transferred to the U.S. District Court for the Eastern District of Wisconsin. As amended in January 2012, the complaint
alleges that Ruud Lighting is infringing two U.S. patents owned by Illumination Management Solutions, No. 7,674,018 and No.
7,993,036, each entitled “LED Device for Wide Beam Generation.” It also alleges that Ruud Lighting and its then president,
Alan Ruud, who served on the plaintiff’s board of directors in 2006 and 2007 when Ruud Lighting was a shareholder of the
plaintiff, conspired to misuse confidential information obtained from the plaintiff to file patent applications and to obtain
patents assigned to Ruud Lighting. The complaint seeks injunctive relief, damages and ownership of any interest in the patent
applications and patents alleged to have been wrongfully filed and obtained.
77
Ruud Lighting is a defendant in an action commenced by Illumination Management Solutions in the U.S. District Court
for the Central District of California on June 8, 2010 and later transferred to the U.S. District Court for the Eastern District of
Wisconsin. As amended in December 2011, the complaint names as defendants Ruud Lighting and two of its employees, Alan
Ruud and Christopher Ruud, and asserts that the defendants engaged in wrongful acts arising out of the relationship between
the plaintiff and Ruud Lighting in 2006 and 2007 when Ruud Lighting was a shareholder of the plaintiff and Alan Ruud served
on the plaintiff’s board of directors. The complaint alleges that the defendants breached fiduciary duties and otherwise acted
improperly by pursuing a plan to compete with the plaintiff and that the defendants misused trade secrets and other information
obtained from the plaintiff as fiduciaries and subject to a non-disclosure agreement. These allegedly wrongful acts included
filing patent applications and obtaining patents assigned to Ruud Lighting on inventions claimed by the plaintiff. The
complaint also alleges that Ruud Lighting: (a) marketed its LED products without reference to certain optical technology
claimed by the plaintiff, thereby breaching a marketing agreement with the plaintiff and engaging in unfair competition and
false advertising; (b) breached the marketing agreement by failing to give the plaintiff a right of first refusal to integrate the
plaintiff’s optical technology into Ruud Lighting LED products; and (c) committed fraud by entering into the marketing
agreement without any intention to perform it. The complaint further alleges that the plaintiff is entitled to a correction of the
inventors named in one or more patents to add a founder of the plaintiff as an inventor. The complaint seeks to recover
damages, all profits and other gains realized by defendants as a result of the acts complained of, attorneys’ fees, ownership of
any interest in the patent applications and patents alleged to have been wrongfully filed and obtained, and correction of the
named inventors on one or more patents.
Dynacraft Industries Litigation
On April 29, 2009, Dynacraft Industries Sdn Bhd commenced an action against the Company and Cree Malaysia Sdn
Bhd, a subsidiary of the Company, in Malaysia in a filing with the High Court of Malaysia at Pulau Pinang (Penang).
The statement of claim filed in the action alleges that the Cree defendants breached an agreement to purchase from
Dynacraft certain real property in Malaysia for a contract price of 38,000,000 Malaysia ringgit (approximately $10.8 million)
and seeks an award of damages in an unspecified amount. The Cree defendants have filed defenses denying liability for
damages.
The Fox Group Litigation
The Fox Group, Inc. filed a complaint for patent infringement against the Company in the U.S. District Court for the
Eastern District of Virginia on June 29, 2010. The complaint, which sought injunctive relief and damages, asserted that the
Company was infringing two U.S. patents relating to high quality silicon carbide material: No. 6,534,026, entitled “Low Defect
Density Silicon Carbide” (the “‘026 patent”); and No. 6,562,130, entitled “Low Defect Axially Grown Single Crystal Silicon
Carbide” (the “‘130 patent”). The district court granted summary judgment in favor of the Company in August 2011. The court
determined that the Company did not infringe the ‘026 patent and that the claims of the ‘130 patent asserted against the
Company are invalid. The Fox Group has filed a notice of appeal to the U.S. Court of Appeals for the Federal Circuit.
Dow Corning Litigation
Dow Corning Compound Semiconductor Solutions, LLC filed a complaint against the Company in the U.S. District
Court for the Eastern District of Michigan on September 27, 2011. The complaint, as subsequently amended, seeks a
declaratory judgment that the plaintiff does not infringe three U.S. patents owned by the Company relating to high quality
silicon carbide materials and that the patents are invalid. The patents in suit are: No. 7,294,324, entitled “Low Basal Plane
Dislocation Bulk Grown SiC Wafers”; No. 7,314,520, entitled “Low 1C Screw Dislocation 3 Inch Silicon Carbide Wafer”; and
No. 7,314,521, entitled “Low Micropipe 100 MM Silicon Carbide Wafer.” The Company has moved the court to dismiss the
action for lack of subject matter jurisdiction on the grounds that at the time the complaint was filed there was no substantial or
immediate controversy between the parties regarding the patents-in-suit.
Schubert Litigation
E. Fred Schubert filed a complaint for patent infringement against the Company in the U.S. District Court for the District
of Delaware on July 18, 2012. The complaint seeks injunctive relief and damages for alleged infringement of U.S. patent No.
6,294,475, entitled “Crystallographic Wet Chemical Etching of III-Nitride Material.”
78
Note 13 - Reportable Segments
The Company discloses information concerning its reportable segments in accordance with Accounting Standards
Codification (ASC) 280, “Segment Reporting.” Reportable segments are components of an entity that have separate financial
data that the entity’s chief operating decision maker regularly reviews when allocating resources and assessing the performance.
The Company’s chief operating decision maker is the Chief Executive Officer.
During the fourth quarter of fiscal 2012, the Company completed modification of its internal management and reporting
structure along three operating segments. In reviewing these operating segments under ASC 280 for segment reporting purposes,
the Company determined that the Company’s operating segments are consistent with its reportable segments. This determination
was based primarily on information the Chief Executive Officer now utilizes to evaluate operations and allocate resources. Other
factors used to identify the Company’s reportable segments included manufacturing processes, customer base, sales and marketing
strategies, and distribution channels. Thus, the Company’s operating and reportable segments include:
• LED Products
• Lighting Products
•
Power and RF Products
The Company’s Chief Executive Officer reviews segment performance and allocates resources based upon segment revenues
and segment gross profit.
Reportable Segments Description
LED Products Segment
The Company’s LED Products segment includes LED chips, LED components, and SiC wafers.
LED Chips
LED Chip products include blue and green devices made from GaN and other materials. LED Chips or “die” are solid-state
electronic components used in a number of applications and are currently available in a variety of brightness levels, wavelengths
(color) and sizes. The Company uses LED chips internally in the manufacturing of LED components. LED Chips are also sold
externally to customers for use in a variety of applications including video screens, gaming displays, function indicator lights, and
automotive backlighting.
LED Components
LED component products include a range of packaged LED products from the Company’s XLamp® LED components and
LED modules for lighting applications to the Company’s high-brightness LED components.
The Company’s XLamp LED components are lighting class packaged LED products designed to meet a broad range of
market needs for lighting applications including general illumination (both indoor and outdoor applications), portable, architectural,
signal and transportation lighting. The LED Components segment produces XLamp LED components for use by the Company’s
LED lighting segment (described below). The LED Components segment also sells XLamp LED components externally to
manufacturing customers and manufacturing distributors for use in a variety of lighting applications.
The Company’s high brightness LED components consist of surface mount (SMD) and through-hole packaged LED products.
The SMD LED component products are available in a full range of colors designed to meet a broad range of market needs. These
products are sold to manufacturing customers and distributors in the video, signage, general illumination, automotive, gaming and
specialty lighting markets.
SiC Wafers
The Company’s SiC wafers are targeted for customers who use the wafers to manufacture products for optoelectronics, RF,
power switching and other applications. Corporate, government and university customers also buy SiC materials for research and
development directed at optoelectronics, RF, and high power devices. The Company sells its wafers as a bare wafer or with
epitaxial films of SiC or GaN materials.
Lighting Products Segment
The Company’s Lighting Products segment consists of both LED and traditional lighting systems. The Company designs,
manufactures and sells lighting systems for indoor and outdoor applications, with its primary focus on LED lighting systems for
79
the commercial and industrial markets. Lighting products are primarily sold to distributors who serve the indoor and outdoor
lighting consumer and business-to-business markets.
Power and RF Products Segment
The Company’s Power and RF Products segment includes power devices and RF devices.
Power Devices
The Company’s power products are made from SiC and provide faster switching speeds than comparable silicon-based power
devices for a given power level. Power products are sold primarily to government contractors and distributors.
RF Devices
The Company’s RF devices are made from SiC or GaN and produce higher power densities as compared to silicon or gallium
arsenide. RF devices are sold primarily to government contractors and distributors.
Financial Results by Reportable Segment
The following table reflects the results of the Company’s reportable segments as reviewed by the Company’s Chief Executive
Officer for fiscal 2012, 2011 and 2010. The Company uses substantially the same accounting policies to derive the segment results
reported below as those used in the Company’s consolidated financial statements.
The Company’s Chief Executive Officer does not review inter-segment revenue when evaluating segment performance
and allocating resources to each segment. Thus, inter-segment revenue is not included in the segment revenues presented in the
following table. As such, total segment revenue in the table below is equal to the Company’s consolidated revenue.
In order to assign gross profit to each reportable segment, the Company allocates direct costs and indirect costs to each
segment’s cost of sales. The Company allocates indirect costs, such as employee benefits for manufacturing employees, shared
facilities services, information technology, purchasing, and customer service, when the costs are identifiable and beneficial to
the reportable segment. The Company allocates these indirect costs based on a reasonable measure of utilization that considers
the specific facts and circumstances of the costs being allocated.
Unallocated costs in the table below are not allocated to the reportable segments’ gross profit because the Company’s
Chief Executive Officer does not review these costs when evaluating segment performance and allocating resources to each
segment. These unallocated costs include variable compensation costs for manufacturing employees consisting primarily of
stock-based compensation, expenses for profit sharing and quarterly or annual incentive plans, matching contributions under the
Company’s 401(k) plan, and acquisition related costs.
The Company’s Chief Executive Officer reviews gross profit as the lowest and only level of segment profit. Income
statement items below gross profit, including corporate operating expenses (e.g., research and development, executive
management cost, broad based sales and marketing, human resources, legal, accounting, finance, treasury), non-operating
income/expense, net interest income, and income tax expense are not allocated to the reportable segments because the
Company’s Chief Executive Officer only reviews them on a consolidated basis. As such, all items below gross profit on the
Consolidated Statements of Income can be added to consolidated gross profit presented in the following table to arrive at the
Company’s consolidated income before income taxes.
(in thousands)
LED Products..............................................
Lighting Products........................................
Power and RF Products ..............................
Total segment reporting............................
Unallocated costs ........................................
Consolidated gross profit .......................
Revenues
Year Ended
June 26,
2011
$ 808,207
81,784
97,624
June 24,
2012
$ 756,924
334,704
73,030
June 27,
2010
$ 747,431
June 24,
2012
$ 290,642
42,516
77,340
103,396
32,051
426,089
Gross Profit
Year Ended
June 26,
2011
$ 375,424
23,686
49,828
June 27,
2010
$ 379,806
12,041
34,358
448,938
426,205
(16,627)
$ 409,462
(13,165)
$ 435,773
(15,098)
$ 411,107
$1,164,658
$ 987,615
$ 867,287
80
Assets by Reportable Segment
Inventory is the only asset reviewed by the Company’s Chief Executive Officer when evaluating segment performance
and allocating resources to the segments. The following table sets forth the Company’s inventory by reportable segment for the
fiscal years ended June 24, 2012 and June 26, 2011.
Unallocated inventory in the table below is not allocated to the reportable segments because the Company’s Chief
Executive Officer does not review it when evaluating performance and allocating resources to each segment. Unallocated
inventory primarily includes variable compensation costs for manufacturing employees consisting primarily of stock-based
compensation, bonuses and matching contributions under the Company’s 401(k) plan.
The Company does not allocate assets other than inventory to the reportable segments because the Company’s Chief
Executive Officer does not review them when assessing segment performance and allocating resources. The Chief Executive
Officer reviews all of the Company’s assets other than inventory on a consolidated basis.
(in thousands)
LED Products....................................................................................................................................
Lighting Products..............................................................................................................................
Power and RF Products ....................................................................................................................
Total segment reporting..................................................................................................................
Unallocated inventory.......................................................................................................................
Consolidated inventory, net .........................................................................................................
Inventory, Net
Year Ended
June 24,
2012
$ 109,262
69,330
June 26,
2011
$ 139,990
24,470
6,100
184,692
4,157
8,618
173,078
3,404
$ 188,849
$ 176,482
Geographic Information
The Company conducts business in several geographic areas. The following table sets forth the percentage of revenues
from external customers by geographic area for fiscal 2012, 2011 and 2010:
China .......................................................................................................................................
United States ...........................................................................................................................
Europe .....................................................................................................................................
South Korea.............................................................................................................................
Japan........................................................................................................................................
Malaysia ..................................................................................................................................
Taiwan.....................................................................................................................................
Other........................................................................................................................................
Revenues from External Customers
For the Years Ended
June 24,
2012
June 26,
2011
June 27,
2010
32%
38%
14%
2%
8%
2%
1%
3%
36%
24%
14%
4%
7%
2%
5%
8%
40%
19%
13%
10%
9%
2%
4%
3%
Total .................................................................................................................................
100%
100%
100%
81
The following table sets forth the Company’s net property and equipment by country for the fiscal years ended June 24,
2012 and June 26, 2011 (in thousands) :
United States........................................................................................................................................
China....................................................................................................................................................
Malaysia ..............................................................................................................................................
Other ....................................................................................................................................................
Long-Lived Assets
As of
June 24,
2012
$ 452,249
June 26,
2011
$ 402,783
125,868
143,846
3,163
1,181
9,300
—
Total..............................................................................................................................................
$ 582,461
$ 555,929
Note 14 – Concentrations of Risk
Financial instruments, which may subject the Company to a concentration of risk, consist principally of short-term
investments, cash equivalents, and accounts receivable. Short-term investments consist primarily of high-grade corporate debt,
commercial paper, government securities and other investments at interest rates that vary by security. The Company’s cash
equivalents consist primarily of money market funds. Certain bank deposits may at times be in excess of the FDIC insurance
limits.
The Company sells its products on account to manufacturers, distributors and others worldwide and generally requires no
collateral. When title has transferred and the earnings process is complete, the Company records revenue and related accounts
receivable.
The following customers individually accounted for more than 10% of the consolidated accounts receivable balance as of
the following fiscal year-ends:
Arrow Electronics, Inc. ................................................................................................................
World Peace Industrial Co., Ltd...................................................................................................
14%
14%
17%
12%
The Company derived its product revenue from sales to customers who individually represented more than 10% of
consolidated revenue as follows:
June 24,
2012
June 26,
2011
Arrow Electronics, Inc...............................................................................................
World Peace Industrial Co., Ltd. ...............................................................................
Fiscal Years Ended
June 24,
2012
June 26,
2011
June 27,
2010
18%
10%
20%
10%
19%
11%
Arrow Electronics, Inc. and World Peace Industrial Co., Ltd. are customers of the LED Products segment and the Power
and RF Products segment.
Note 15 – Retirement Savings Plan
The Company sponsors one employee benefit plan (the “Plan”) pursuant to Section 401(k) of the Internal Revenue Code
of 1986, as amended. All U.S. employees are eligible to participate under the Plan on the first day of a new fiscal month after
the date of hire. Under the Plan, there is no fixed dollar amount of retirement benefits; rather, the Company matches a defined
percentage of employee deferrals, and employees vest in these matching funds over time. Employees choose their investment
elections from a list of available investment options. During the fiscal years ended June 24, 2012, June 26, 2011 and June 27,
2010, the Company contributed approximately $4.7 million, $3.9 million and $3.1 million to the Plan, respectively. The
Pension Benefit Guaranty Corporation does not insure the Plan.
82
Note 16 – Related Party Transactions
On August 17, 2011, in connection with the Company’s acquisition of Ruud Lighting, two of the prior shareholders of
Ruud Lighting, Alan Ruud and Christopher Ruud, executed offer letters for continued employment with Ruud Lighting. Also
on August 17, 2011, subsequent to the Company’s acquisition of Ruud Lighting and pursuant to an Aircraft Purchase and Sale
Agreement and a Joint Ownership Agreement with Ruud Lighting, each of Alan Ruud (through LSA, LLC, a limited liability
company of which Mr. Ruud is the sole member (“LSA”)) and Christopher Ruud (through Light Speed Aviation, LLC, a limited
liability company of which Christopher Ruud is the sole member (“Light Speed”)) acquired a 10% interest in an aircraft
previously purchased by Ruud Lighting, resulting in Ruud Lighting owning an 80% interest in the aircraft. Each of LSA and
Light Speed acquired its ownership in the aircraft for a purchase price of approximately $0.9 million for a combined interest of
20% or $1.9 million which is included in the Consolidated Statements of Cash Flow as cash provided by investing activities,
under the caption “Purchase of Ruud, net of cash acquired.”
Pursuant to the Joint Ownership Agreement, each of LSA and Light Speed is responsible for its share of flight crew,
direct, fixed and other expenses attributable to its use of the aircraft. During fiscal 2012, the Company billed LSA and Light
Speed $230 thousand and $181 thousand, respectively, for use of the aircraft. Of these billed amounts, the Company has been
reimbursed by LSA and Light Speed for $230 thousand and $181 thousand, respectively, as of June 24, 2012.
In July 2010, Mark Swoboda was appointed Chief Executive Officer of Intematix Corporation (“Intematix”). Mark
Swoboda is the brother of the Company’s Chairman, Chief Executive Officer and President, Charles M. Swoboda. For a
number of years the Company has purchased raw materials from Intematix pursuant to standard purchase orders in the ordinary
course of business.
During fiscal 2012, the Company purchased $1.9 million of raw materials from Intematix, and the Company had $0.4
million outstanding payable to Intematix as of June 24, 2012. During fiscal 2011, the Company purchased $0.8 million of raw
materials from Intematix, and the Company had $0.1 million outstanding payable to Intematix as of June 26, 2011.
Note 17 – Quarterly Results of Operations - Unaudited
The following is a summary of the Company’s consolidated quarterly results of operations for each of the fiscal years
ended June 24, 2012 and June 26, 2011 (in thousands, except per share data):
September 25,
2011
268,980
$
December 25,
2011
304,118
$
March 25,
2012
284,801
$
June 24,
2012
306,759
$
Fiscal Year
2012
$ 1,164,658
Revenue, net......................................................
Cost of revenue, net ..........................................
Gross profit .......................................................
Net income ........................................................
Earnings (loss) per share:
170,952
98,028
12,819
199,000
105,118
12,078
Basic...........................................................
Diluted........................................................
$
$
0.11
0.11
$
$
0.10
0.10
Revenue, net......................................................
Cost of revenue, net ..........................................
Gross profit .......................................................
Net income ........................................................
Earnings (loss) per share:
September 26,
2010
268,437
$
December 26,
2010
256,983
$
137,908
130,529
58,036
135,837
121,146
49,775
Basic...........................................................
Diluted........................................................
$
$
0.54
0.53
$
$
0.46
0.45
83
185,388
99,413
9,489
0.08
0.08
March 27,
2011
219,168
127,773
91,395
18,881
0.17
0.17
$
$
$
$
$
199,856
106,903
10,026
755,196
409,462
44,412
0.09
0.09
$
$
0.39
0.39
June 26,
2011
243,027
150,324
92,703
19,808
Fiscal Year
2011
987,615
$
551,842
435,773
146,500
0.18
0.18
$
$
1.35
1.33
$
$
$
$
$
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of the end of the period covered by this Form 10-K. Based on such evaluation, our Chief Executive Officer
and Interim Chief Financial Officer concluded that, as of the end of the period covered by this Form 10-K, our disclosure
controls and procedures are effective in that they provide reasonable assurances that the information we are required to disclose
in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time
periods required by the SEC’s rules and forms and that such information is accumulated and communicated to management,
including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
Changes to Internal Control Over Financial Reporting
There have been no changes to our internal control over financial reporting, as such term is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act, during the fourth quarter of fiscal 2012 that materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
In the course of our ongoing preparations for making management’s report on internal control over financial reporting as
required by Section 404 of the Sarbanes-Oxley Act of 2002, from time to time we have identified areas in need of improvement
and have taken remedial actions to strengthen the affected controls as appropriate. We make these and other changes to enhance
the effectiveness of our internal controls over financial reporting, which do not have a material effect on our overall internal
control. Additionally, as a result of our acquisition of Ruud Lighting on August 17, 2011, as discussed in Note 3 of the Notes to
Consolidated Financial Statements included elsewhere in this Annual Report, our internal control over financial reporting,
subsequent to the date of acquisition, includes certain additional internal controls relating to Ruud Lighting.
We will continue to evaluate the effectiveness of our disclosure controls and procedures and internal control over
financial reporting on an ongoing basis and will take action as appropriate.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control system was designed to provide
reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published
financial statements.
Our internal control over financial reporting includes those policies and procedures that:
(i)
(j)
(k)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that our receipts and expenditures
are being made only in accordance with authorizations of our management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material effect on the financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and
presentation.
In making the assessment of internal control over financial reporting, our management used the criteria issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.
Based on that assessment and those criteria, management has concluded that our internal control over financial reporting was
84
effective as of June 24, 2012. We have excluded from our evaluation certain internal controls over financial reporting of Ruud
Lighting, which we acquired on August 17, 2011. Total revenues subject to Ruud Lighting’s internal controls over financial
reporting which have been excluded from this evaluation represented 21% of our consolidated total revenues for the fiscal year
ended June 24, 2012. Net assets subject to Ruud Lighting’s internal control over financial reporting which have been excluded
from this evaluation represented 26% of our consolidated total assets as of June 24, 2012.
The effectiveness of our internal control over financial reporting as of June 24, 2012 has been audited by Ernst & Young
LLP, an independent registered public accounting firm, as stated in their attestation report, which is included in this Annual
Report.
85
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Cree, Inc.
We have audited Cree, Inc.’s internal control over financial reporting as of June 24, 2012, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO
criteria). Cree, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment
of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Ruud
Lighting, Inc., which is included in the 2012 consolidated financial statements of Cree, Inc. and constituted 26% of consolidated
total assets as of June 24, 2012 and 21% of consolidated revenues for the year then ended. Our audit of internal control over
financial reporting of Cree, Inc. also did not include an evaluation of the internal control over financial reporting of Ruud Lighting,
Inc.
In our opinion, Cree, Inc. maintained, in all material respects, effective internal control over financial reporting as of June 24,
2012, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Cree, Inc. as of June 24, 2012 and June 26, 2011, and the related consolidated statements of income,
shareholders’ equity, and cash flows for each of the three years in the period ended June 24, 2012 of Cree, Inc. and our report dated
August 21, 2012 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Raleigh, North Carolina
August 21, 2012
86
Item 9B. Other Information
Not applicable.
PART III
Certain information called for in Items 10, 11,12, 13 and 14 is incorporated by reference from our definitive proxy
statement relating to our annual meeting of shareholders, which will be filed with the SEC within 120 days after the end of
fiscal 2012.
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
87
Item 15. Exhibits and Financial Statement Schedules
PART IV
(a)(1) and (2) The financial statements and reports of independent registered public accounting firm are filed as part of
this Annual Report (see “Index to Consolidated Financial Statements” at Item 8). The financial statement schedules are not
included in this item as they are either not applicable or are included as part of the consolidated financial statements.
(a)(3) The following exhibits have been or are being filed herewith and are numbered in accordance with Item 601 of
Regulation S-K:
Exhibit No.
Description
2.1
3.1
3.2
4.1
4.2
10.1*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
Stock Purchase Agreement, dated as of August 17, 2011 (incorporated herein by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K, dated August 17, 2011, as filed with the Securities and Exchange
Commission on August 17, 2011)
Articles of Incorporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Company’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2002, as filed with the Securities and Exchange
Commission on August 19, 2002)
Bylaws, as amended and restated (incorporated herein by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K, dated October 25, 2010, as filed with the Securities and Exchange Commission on
October 29, 2010)
Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2002, as filed with the Securities and Exchange
Commission on August 19, 2002)
Amended and Restated Rights Agreement, dated April 24, 2012, between Cree, Inc. and American Stock
Transfer & Trust Company, LLC (incorporated herein by reference to Exhibit 4.1 to the Company’s Current
Report on Form 8-K, dated April 24, 2012, as filed with the Securities and Exchange Commission on April 26,
2012)
2004 Long-Term Incentive Compensation Plan, as amended (incorporated herein by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K, dated October 25, 2011, as filed with the Securities and
Exchange Commission on October 27, 2011)
Form of Master Stock Option Award Agreement for Grants of Nonqualified Stock Options to Non-Employee
Directors (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K,
dated October 1, 2004, as filed with the Securities and Exchange Commission on October 7, 2004)
Addendum to Form of Master Stock Option Award Agreement Terms and Conditions for Grants of
Nonqualified Stock Options to Non-Employee Directors (incorporated herein by reference to Exhibit 10.5 to
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2009, as filed
with the Securities and Exchange Commission on October 21, 2009)
Form of Master Stock Option Award Agreement for Grants of Nonqualified Stock Options to Employees
(incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated October
1, 2004, as filed with the Securities and Exchange Commission on October 7, 2004)
Form of Master Stock Option Award Agreement for Grants of Nonqualified Stock Options (incorporated herein
by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
September 24, 2006, as filed with the Securities and Exchange Commission on November 2, 2006)
Form of Master Stock Option Award Agreement for Grants of Nonqualified Stock Options (incorporated herein
by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
December 26, 2010, as filed with the Securities and Exchange Commission on January 19, 2011)
Form of Master Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.5 to the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 24, 2006, as filed with
the Securities and Exchange Commission on November 2, 2006)
88
Exhibit No.
Description
10.9* Management Incentive Compensation Plan (effective for fiscal years beginning on or after June 27, 2011),
(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated August
15, 2011, as filed with the Securities and Exchange Commission on August 19, 2011)
10.10*
Schedule of Compensation for Non-Employee Directors (incorporated herein by reference to Exhibit 10.6 to
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 25, 2011, as filed
with the Securities and Exchange Commission on October 20, 2011)
10.11* Non-Employee Director Stock Compensation and Deferral Program (incorporated herein by reference to
Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 27,
2009, as filed with the Securities and Exchange Commission on October 21, 2009)
10.12* Amendment One to Non-Employee Director Stock Compensation and Deferral Program (incorporated by
reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
December 26, 2010, as filed with the Securities and Exchange Commission on January 19, 2011)
10.13* Charles Swoboda Employment Agreement, as amended and restated effective August 21, 2007 (incorporated
herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated August 20, 2007, as
filed with the Securities and Exchange Commission on August 24, 2007)
10.14* Notice of Grant to Charles M. Swoboda, dated August 15, 2011 (incorporated herein by reference to Exhibit
10.2 to the Company’s Current Report on Form 8-K, dated August 15, 2011, as filed with the Securities and
Exchange Commission on August 19, 2011)
10.15* Master Performance Unit Award Agreement, dated August 18, 2008, between Cree, Inc. and Charles M.
Swoboda (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K,
dated August 18, 2008, as filed with the Securities and Exchange Commission on August 22, 2008)
10.16* Notice of Grant to John T. Kurtzweil, dated August 15, 2011 (incorporated herein by reference to Exhibit 10.3
to the Company’s Current Report on Form 8-K, dated August 15, 2011, as filed with the Securities and
Exchange Commission on August 19, 2011)
10.17* Master Performance Unit Award Agreement, dated August 16, 2010, between Cree, Inc. and John T. Kurtzweil
(incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, dated August
16, 2010, as filed with the Securities and Exchange Commission on August 19, 2010)
10.18* Notice of Grant to Stephen D. Kelley, dated August 15, 2011 (incorporated herein by reference to Exhibit 10.4
to the Company’s Current Report on Form 8-K, dated August 15, 2011, as filed with the Securities and
Exchange Commission on August 19, 2011)
10.19* Master Performance Unit Award Agreement, dated August 16, 2010, between Cree, Inc. and Stephen D. Kelley
(incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, dated August
16, 2010, as filed with the Securities and Exchange Commission on August 19, 2010)
10.20* Cree, Inc. Severance Plan for Section 16 Officers (incorporated herein by reference to Exhibit 10.7 to the
Company’s Current Report on Form 8-K, dated August 18, 2008, as filed with the Securities and Exchange
Commission on August 22, 2008)
10.21*
10.22*
10.23*
10.24*
Executive Change in Control Agreement, effective August 18, 2008, between Cree, Inc. and Charles M.
Swoboda (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K,
dated August 18, 2008, as filed with the Securities and Exchange Commission on August 22, 2008)
Executive Change in Control Agreement, effective August 18, 2008, between Cree, Inc. and John T. Kurtzweil
(incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, dated
August 18, 2008, as filed with the Securities and Exchange Commission on August 22, 2008)
Executive Change in Control Agreement, effective August 19, 2008, between Cree, Inc. and Stephen D. Kelley
(incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, dated
August 18, 2008, as filed with the Securities and Exchange Commission on August 22, 2008)
Form of Cree, Inc. Indemnification Agreement for Directors and Officers (incorporated herein by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated October 25, 2010, as filed with the
Securities and Exchange Commission on October 29, 2010)
10.25* Offer Letter Agreement executed August 16, 2011 between Cree, Inc. and Alan J. Ruud (incorporated herein by
reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
September 25, 2011, as filed with the Securities and Exchange Commission on October 20, 2011)
89
Exhibit No.
21.1
Description
Subsidiaries of the Company
23.1
31.1
31.2
32.1
32.2
101
Consent of Independent Registered Public Accounting Firm
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification by Interim Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act
of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
Certification by Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
The following materials from Cree, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 24, 2012
formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i)
Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Cash
Flows; and (iv) Notes to Consolidated Financial Statements(a)
_________________
* Management contract or compensatory plan
(a) Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or
part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as
amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended,
and otherwise are not subject to liability under those sections.
90
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
CREE, INC.
Date: August 21, 2012
By:
/s/ CHARLES M. SWOBODA
Charles M. Swoboda
Chairman, Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ CHARLES M. SWOBODA
Charles M. Swoboda
/s/ MICHAEL E. MCDEVITT
Michael E. McDevitt
/s/ CLYDE R. HOSEIN
Clyde R. Hosein
/s/ ROBERT A. INGRAM
Robert A. Ingram
/s/ FRANCO PLASTINA
Franco Plastina
/s/ ALAN J. RUUD
Alan J. Ruud
/s/ ROBERT L. TILLMAN
Robert L. Tillman
/s/ HARVEY A. WAGNER
Harvey A. Wagner
/s/ THOMAS H. WERNER
Thomas H. Werner
Chairman, Chief Executive Officer and President
August 21, 2012
Vice President and Interim Chief Financial Officer
August 21, 2012
August 21, 2012
August 21, 2012
August 21, 2012
August 21, 2012
August 21, 2012
August 21, 2012
August 21, 2012
Director
Director
Director
Director
Director
Director
Director
91
NOTES
NOTES
NOTES
2012
L E T T E R T O T H E S H A R E H O L D E R S
C O R P O R A T E I N F O R M A T I O N
2012
Dear Shareholders,
In fiscal 2012 Cree demonstrated again that our strategy of innovation—developing
Applying our technology to deliver more efficient products that pay for themselves is
new products that deliver real economic and competitive value to our customers—
not limited to LED lighting. In the Power product line, our MOSFET and Schottky
works even in a tough market. By focusing on innovation and driving LED lighting
technologies can bring new heights of efficiency to high-power applications, such as
adoption, we produced solid results despite a challenging global economy and a very
electrical inverters, power supplies and motor drives. In this way, Cree is also poised to
competitive LED market cycle. For the year, revenue increased 18% to $1.2 billion.
revolutionize power generation, distribution and electric-powered transportation.
We made progress on all three of our key objectives for fiscal 2012:
As we look to the year ahead, we are focused on four key areas to grow our business:
• We continued to lead the market and drive LED lighting adoption by delivering
ground-breaking LED and lighting products. With our new SC3 TechnologyTM next
generation LED platform, we doubled the lumens per dollar of our new XLamp® LEDs.
We extended our LED lighting products to new applications, with new levels of
performance and faster payback. With the integration of Ruud Lighting, we created a
market leader in both indoor and outdoor LED lighting.
• We gained scale throughout the year in terms of people, technology and product
breadth. We continued to win new designs, open new lighting applications and deliver
solid results through a combination of cost reductions, productivity improvements
and new products. We delivered financial results in our LED product line that
demonstrated the strength of our approach versus that of our competitors.
• Our continued focus on Power and RF product innovation led to the market launch of
the world’s first fully qualified, commercially available silicon carbide MOSFET.
At Cree, our intense focus on innovation continues to help us redefine what is possible.
With technology breakthroughs, we create new products that are revolutionizing
• Accelerate the adoption of LED lighting and increase sales of our indoor and outdoor
lighting products.
• Drive growth in our LED components product line and business by leveraging our
new SC3 Technology LED platform into a range of new products.
• Exploit our technology lead in Power and RF and unlock a new generation of
applications for these products.
• Translate our product innovation into revenue and profit growth.
The fundamental drivers of our business remain strong. We have a track record of
developing market-changing new products, and our pipeline of new ideas is growing.
Global demand for electricity, its price and the costs to produce it continue to increase
around the world. Our products and technologies offer real and present solutions,
driving tremendous opportunity for our company and our shareholders. We are focused
on remaining the innovation leader, taking advantage of this business opportunity by
enabling our customers to realize the benefits of Cree LED, Power and RF technologies.
markets. As we launch products that deliver ever-increasing lumens per dollar, we
On behalf of the board of directors, our management and our employees, we thank you
enable our customers to realize the primary benefit of LED lighting: better light that pays
for your continued support.
for itself through energy and maintenance savings.
While we are proud of what we’ve accomplished in LED lighting and the paybacks we
have achieved, we believe it is just the beginning. Through ongoing innovation, we can
close the initial price gap with conventional lighting, driving ever-faster payback—
eventually resulting in LED lighting products at price parity or even lower. The power of
innovation and our passion for improving the economics of LED lighting is how we plan
to make it available and affordable to all.
Five years ago I wrote to you that, through the LED revolution, Cree would “wake the
sleepy lighting industry from its century-old slumber.” It is now clear that what was then
a bold idea, from a little-known technology company, has turned out to be visionary
foresight that has established Cree as the leader in LED lighting and changed the
industry forever. We are determined to build on this momentum and drive adoption by
continuing our product and technology leadership, investing in marketing to promote
our brand and expanding our sales channels to access a wider audience of potential
customers.
Board of Directors
Clyde R. Hosein
CFO
Marvell Technology Group Ltd.
Robert A. Ingram
General Partner
Hatteras Venture Partners
Franco Plastina
President
Arc & Company, LLC
Alan J. Ruud
Vice Chairman - Lighting
Cree, Inc.
Charles M. Swoboda
Chairman and CEO
Cree, Inc.
Robert L. Tillman
Retired CEO
Lowe’s Companies, Inc.
Harvey A. Wagner
Managing Principal
H.A. Wagner Group LLC
Thomas H. Werner
CEO
SunPower Corporation
Corporate Headquarters
Cree, Inc.
4600 Silicon Drive
Durham, NC 27703-8475
Phone: 919.407.5300
Fax: 919.407.5615
www.cree.com
Independent Auditor
Ernst & Young LLP
Raleigh, NC
Transfer Agent and Registrar
American Stock Transfer & Trust Company
56 Maiden Lane, Plaza Level
New York, NY 10038
Phone: 800.937.5449
www.amstock.com
Investor Relations
Raiford Garrabrant
Phone: 919.407.7895
Additional investor materials may be obtained without
charge by contacting Investor Relations.
Annual Meeting of Shareholders
The annual meeting of shareholders will be held on
Oct. 23, 2012, at 10 a.m. at the company’s offices located
at 4600 Silicon Drive, Durham, NC.
Additional Information
The company’s stock is traded on the NASDAQ Global
Select Market and is quoted under the symbol “CREE”.
Executive Officers
Charles M. Swoboda
Chairman and Chief Executive Officer
Michael E. McDevitt
Vice President and Interim Chief Financial Officer
Norbert W.G. Hiller
Executive Vice President - LEDs
Tyrone D. Mitchell, Jr.
Executive Vice President - Lighting
Chuck Swoboda
Chuck
Chuck Swoboda
Chuck Swoboda
and
Chairman and
and CEO
Chairman and CEO
CEO
Chairman
Chairman and
Cree®, the Cree® logo, XLamp®, Ruud Lighting®, BetaLED®, LEDway®, E-conolight®, Kramer Lighting®, and Beta/Kramer® are registered
trademarks and Beta Lighting™ and SC3 Technology™ are trademarks of Cree, Inc. or one of its subsidiaries.
201 2 A NNUAL R EP O RT
INNOVATION REVOLUTION ADOPTION
LED L IGHT IN G A DO PT IO N IS ACCELE RATI NG .
WH ERE T HER E’S L ED LIGH T, T HE RE ’S CR EE .
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深圳机荷高速公路
Cape Town, South Africa
Pittsburgh, PA, USA
Queensland, Australia
Parma, Italia
Amsterdam, Nederland
新加坡
Noblesville, IN, USA
www.cree.co m