Cree Earnings 2019-03-31

CREE 10Q Quarterly Report

Balance Sheet	Income Statement	Cash Flow

10-Q 1 a10qform3qfy2019.htm 10-Q Document

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

[ ] 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		56-1572719
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4600 Silicon Drive Durham, North Carolina		27703
(Address of principal executive offices)		(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	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.00125 par value	CREE	The Nasdaq Stock Market LLC

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 [ X ] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer [X]				Accelerated filer [ ]
Non-accelerated filer [ ]				Smaller reporting company [ ]
				Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No[ X]

The number of shares outstanding of the registrant’s common stock, par value $0.00125 per share, as of April 26, 2019, was 105,248,244.

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CREE, INC.

FORM 10-Q

For the Quarterly Period Ended March 31, 2019

INDEX



Description		Page No.

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Unaudited Consolidated Balance Sheets as of March 31, 2019 and June 24, 2018	4

	Unaudited Consolidated Statements of (Loss) Income for the three and nine months ended March 31, 2019 and March 25, 2018	5

	Unaudited Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended March 31, 2019 and March 25, 2018	6

	Unaudited Consolidated Statement of Shareholders' Equity for the three and nine months ended March 31, 2019 and March 25, 2018	7

	Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, 2019 and March 25, 2018	8

	Notes to Unaudited Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44

Item 4.	Controls and Procedures	44

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	44

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59

Item 3.	Defaults Upon Senior Securities	59

Item 4.	Mine Safety Disclosures	59

Item 5.	Other Information	59

Item 6.	Exhibits	60

SIGNATURE		61

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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CREE, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS



	March 31, 2019			June 24, 2018
	(In thousands, except par value)
ASSETS
Current assets:
Cash and cash equivalents		$456,157			$118,924
Short-term investments	333,111			268,161
Total cash, cash equivalents and short-term investments	789,268			387,085
Accounts receivable, net	150,390			86,398
Income tax receivable	489			2,256
Inventories	172,793			151,636
Prepaid expenses	19,201			24,521
Other current assets	25,916			12,921
Current assets held for sale (Note 2)	340,782			225,544
Total current assets	1,498,839			890,361
Property and equipment, net	607,659			589,073
Goodwill	530,004			530,004
Intangible assets, net	203,016			215,815
Other long-term investments	44,122			57,501
Deferred income taxes	9,958			5,766
Other assets	5,559			11,604
Long-term assets held for sale (Note 2)	—			337,692
Total assets		$2,899,157			$2,637,816
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable, trade		$111,203			$105,354
Accrued salaries and wages	63,361			41,877
Income taxes payable	1,701			—
Accrued contract liabilities (Note 3)	47,328			—
Other current liabilities	20,472			19,280
Current liabilities held for sale (Note 2)	90,355			82,053
Total current liabilities	334,420			248,564
Long-term liabilities:
Long-term debt	—			292,000
Convertible notes, net	463,491			—
Deferred income taxes	5,878			3,148
Other long-term liabilities	29,453			518
Long-term liabilities held for sale (Note 2)	—			21,505
Total long-term liabilities	498,822			317,171
Commitments and contingencies (Note 13)
Shareholders’ equity:
Preferred stock, par value $0.01; 3,000 shares authorized at March 31, 2019 and June 24, 2018; none issued and outstanding	—			—
Common stock, par value $0.00125; 200,000 shares authorized at March 31, 2019 and June 24, 2018; 104,515 issued and outstanding at March 31, 2019 and 101,488 shares issued and outstanding at June 24, 2018	131			127
Additional paid-in-capital	2,772,042			2,549,123
Accumulated other comprehensive income, net of taxes	2,554			596
Accumulated deficit	(713,780		)	(482,710		)
Total shareholders’ equity	2,060,947			2,067,136
Non-controlling interest	4,968			4,945
Total liabilities and equity		$2,899,157			$2,637,816

The accompanying notes are an integral part of the consolidated financial statements.

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CREE, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF (LOSS) INCOME



	Three Months Ended						Nine Months Ended
	March 31, 2019			March 25, 2018			March 31, 2019			March 25, 2018
	(In thousands, except per share amounts)
Revenue, net		$274,050			$225,200			$828,729			$659,128
Cost of revenue, net	173,596			150,337			526,444			445,198
Gross profit	100,454			74,863			302,285			213,930
Operating expenses:
Research and development	40,722			31,144			117,235			95,184
Sales, general and administrative	61,626			46,631			157,937			128,743
Amortization or impairment of acquisition-related intangibles	3,906			1,516			11,717			3,224
Loss on disposal and impairment of other assets	5,286			1,112			5,708			6,940
Total operating expenses	111,540			80,403			292,597			234,091
Operating (loss) income	(11,086		)	(5,540		)	9,688			(20,161		)
Non-operating (expense) income, net	(8,440		)	(10,000		)	(23,695		)	14,942
Loss before income taxes	(19,526		)	(15,540		)	(14,007		)	(5,219		)
Income tax expense (benefit)	2,785			(5,377		)	9,252			(17,633		)
(Loss) Income from continuing operations	(22,311		)	(10,163		)	(23,259		)	12,414
Loss from discontinued operations, net of tax	(205,420		)	(230,370		)	(218,085		)	(259,067		)
Net loss	(227,731		)	(240,533		)	(241,344		)	(246,653		)
Net income attributable to non-controlling interest	121			44			23			59
Net loss attributable to controlling interest		($227,852	)		($240,577	)		($241,367	)		($246,712	)

(Loss) Earnings per share - basic
Continuing operations		($0.22	)		($0.10	)		($0.23	)		$0.13
Discontinued operations	(1.98		)	(2.30		)	(2.12		)	(2.62		)
Loss per share - basic		($2.20	)		($2.40	)		($2.35	)		($2.49	)

(Loss) Earnings per share - diluted
Continuing operations		($0.22	)		($0.10	)		($0.23	)		$0.12
Discontinued operations	(1.98		)	(2.30		)	(2.12		)	(2.57		)
Loss per share - diluted		($2.20	)		($2.40	)		($2.35	)		($2.45	)

Weighted average shares used in per share calculation:
Basic	103,659			100,140			102,807			99,046
Diluted	103,659			100,140			102,807			100,672

The accompanying notes are an integral part of the consolidated financial statements.

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CREE, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME



	Three Months Ended						Nine Months Ended
	March 31, 2019			March 25, 2018			March 31, 2019			March 25, 2018
	(In thousands)
Net loss		($227,731	)		($240,533	)		($241,344	)		($246,653	)
Other comprehensive income (loss)
Currency translation (loss) gain	(250		)	788			(784		)	2,006
Net unrealized gain (loss) on available-for-sale securities, net of tax benefit of $0 and $0, respectively	1,948			(2,269		)	2,742			(5,969		)
Other comprehensive income (loss)	1,698			(1,481		)	1,958			(3,963		)
Comprehensive loss	(226,033		)	(242,014		)	(239,386		)	(250,616		)
Net income attributable to non-controlling interest	121			44			23			59
Comprehensive loss attributable to controlling interest		($226,154	)		($242,058	)		($239,409	)		($250,675	)

The accompanying notes are an integral part of the consolidated financial statements.

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CREE, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY



	Common Stock			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income			Total Shareholders’ Equity			Non-controlling Interest			Total Equity
	Number of Shares	Par Value		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income			Total Shareholders’ Equity			Non-controlling Interest			Total Equity
	(In thousands)
Balance at June 24, 2018	101,488		$127		$2,549,123			($482,710	)		$596			$2,067,136			$4,945			$2,072,081
Net loss	—	—		—			(11,067		)	—			(11,067		)	(67		)	(11,134		)
Currency translation gain, net of tax benefit of $0	—	—		—			—			343			343			—			343
Unrealized loss on available-for-sale securities, net of tax expense of $0	—	—		—			—			(275		)	(275		)	—			(275		)
Comprehensive loss													(10,999		)	(67		)	(11,066		)
Income tax expense from stock option exercises	—	—		(10,828		)	—			—			(10,828		)	—			(10,828		)
Stock-based compensation	—	—		12,117			—			—			12,117			—			12,117
Exercise of stock options and issuance of shares	1,032	1		15,503			—			—			15,504			—			15,504
Adoption of ASC 606	—	—		—			10,299			—			10,299			—			10,299
Convertible note issuance	—	—		110,591			—			—			110,591			—			110,591
Balance at September 23, 2018	102,520		$128		$2,676,506			($483,478	)		$664			$2,193,820			$4,878			$2,198,698
Net loss	—	—		—			(2,450		)	—			(2,450		)	(31		)	(2,481		)
Currency translation loss, net of tax benefit of $0	—	—		—			—			(877		)	(877		)	—			(877		)
Unrealized gain on available-for-sale securities, net of tax expense of $0	—	—		—			—			1,069			1,069			—			1,069
Comprehensive loss	—	—		—			—			—			(2,258		)	(31		)	(2,289		)
Income tax benefit from stock option exercises	—	—		9,278			—			—			9,278			—			9,278
Stock-based compensation	—	—		13,635			—			—			13,635			—			13,635
Exercise of stock options and issuance of shares	553	1		4,182			—			—			4,183			—			4,183
Balance at December 30, 2018	103,073		$129		$2,703,601			($485,928	)		$856			$2,218,658			$4,847			$2,223,505
Net (loss) income	—	—		—			(227,852		)	—			(227,852		)	121			(227,731		)
Currency translation loss, net of tax benefit of $0	—	—		—			—			(250		)	(250		)	—			(250		)
Unrealized gain on available-for-sale securities, net of tax expense of $0	—	—		—			—			1,948			1,948			—			1,948
Comprehensive (loss) income	—	—		—			—			—			(226,154		)	121			(226,033		)
Income tax expense from stock option exercises	—	—		(469		)	—			—			(469		)	—			(469		)
Stock-based compensation	—	—		15,647			—			—			15,647			—			15,647
Exercise of stock options and issuance of shares	1,442	2		53,263			—			—			53,265			—			53,265
Balance at March 31, 2019	104,515		$131		$2,772,042			($713,780	)		$2,554			$2,060,947			$4,968			$2,065,915

The accompanying notes are an integral part of the consolidated financial statements.

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CREE, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY



	Common Stock				Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income			Total Shareholders’ Equity			Non-controlling Interest			Total Equity
	Number of Shares		Par Value		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income			Total Shareholders’ Equity			Non-controlling Interest			Total Equity
	(In thousands)
Balance at June 25, 2017	97,674			$121		$2,419,517			($202,742	)		$5,909			$2,222,805		—				$2,222,805
Net loss	—		—		—			(19,857		)	—			(19,857		)	(16		)	(19,873		)
Currency translation gain, net of tax benefit of $0	—		—		—			—			1,642			1,642			—			1,642
Unrealized loss on available-for-sale securities, net of tax expense of $0	—		—		—			—			(39		)	(39		)	—			(39		)
Comprehensive loss														(18,254		)	(16		)	(18,270		)
Income tax expense from stock option exercises	—		—		(3,798		)	—			—			(3,798		)	—			(3,798		)
Stock-based compensation	—		—		10,226			—			—			10,226			—			10,226
Exercise of stock options and issuance of shares	371		—		118			—			—			118			—			118
Contributions from non-controlling interests	—	—	—		—			—			—			—			4,900			4,900
Balance at September 24, 2017	98,045			$121		$2,426,063			($222,599	)		$7,512			$2,211,097			$4,884			$2,215,981
Net income	—		—		—			13,721						13,721			31			13,752
Currency translation loss, net of tax benefit of $0	—		—		—			—			(424		)	(424		)	—			(424		)
Unrealized loss on available-for-sale securities, net of tax expense of $0	—		—		—			—			(3,660		)	(3,660		)	—			(3,660		)
Comprehensive income	—		—		—			—			—			9,637			31			9,668
Income tax expense from stock option exercises	—		—		(849		)	—			—			(849		)	—			(849		)
Stock-based compensation	—		—		11,780			—			—			11,780			—			11,780
Exercise of stock options and issuance of shares	1,843		2		46,430			—			—			46,432			—			46,432
Balance at December 24, 2017	99,888			$123		$2,483,424			($208,878	)		$3,428			$2,278,097			$4,915			$2,283,012
Net (loss) income	—		—		—			(240,577		)	—			(240,577		)	44			(240,533		)
Currency translation gain, net of tax benefit of $0	—		—		—			—			788			788			—			788
Unrealized loss on available-for-sale securities, net of tax expense of $0	—		—		—			—			(2,269		)	(2,269		)	—			(2,269		)
Comprehensive (loss) income	—		—		—			—			—			(242,058		)	44			(242,014		)
Income tax (expense) benefit from stock option exercises	—		—		(1,291		)	—			—			(1,291		)	—			(1,291		)
Stock-based compensation	—		—		11,471			—			—			11,471			—			11,471
Exercise of stock options and issuance of shares	599		1		15,692			—			—			15,693			—			15,693
Balance at March 25, 2018	100,487			$124		$2,509,296			($449,455	)		$1,947			$2,061,912			$4,959			$2,066,871

The accompanying notes are an integral part of the consolidated financial statements.

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CREE, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS



	Nine Months Ended
	March 31, 2019			March 25, 2018
	(In thousands)
Cash flows from operating activities:
Net loss		($241,344	)		($246,653	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	116,256			113,244
Amortization of debt issuance costs and discount	12,687			—
Stock-based compensation	40,497			33,319
Impairment charges	197,580			247,455
Loss on disposal or impairment of long-lived assets	2,842			8,803
Amortization of premium/discount on investments	2,113			3,943
Loss (gain) on equity investment	12,443			(7,510		)
Foreign exchange loss (gain) on equity investment	936			(2,543		)
Deferred income taxes	(1,655		)	(49,875		)
Changes in operating assets and liabilities:
Accounts receivable, net	(56,339		)	5,728
Inventories	(19,237		)	(4,640		)
Prepaid expenses and other assets	3,517			2,041
Accounts payable, trade	6,590			15,328
Accrued salaries and wages and other liabilities	110,083			6,783
Net cash provided by operating activities	186,969			125,423
Cash flows from investing activities:
Purchases of property and equipment	(106,522		)	(128,433		)
Purchases of patent and licensing rights	(9,148		)	(7,913		)
Proceeds from sale of property and equipment	286			538
Purchases of short-term investments	(251,676		)	(174,623		)
Proceeds from maturities of short-term investments	146,368			166,771
Proceeds from sale of short-term investments	28,185			176,981
Purchase of acquired business, net of cash acquired	—			(427,120		)
Net cash used in investing activities	(192,507		)	(393,799		)
Cash flows from financing activities:
Proceeds from issuing shares to non-controlling interest	—			4,900
Payment of acquisition-related contingent consideration	—			(1,850		)
Proceeds from long-term debt borrowings	95,000			555,000
Payments on long-term debt borrowings	(387,000		)	(384,000		)
Proceeds from convertible notes	575,000			—
Payments of debt issuance costs	(12,938		)	—
Net proceeds from issuance of common stock	72,948			62,240
Net cash provided by financing activities	343,010			236,290
Effects of foreign exchange changes on cash and cash equivalents	(239		)	715
Net increase (decrease) in cash and cash equivalents	337,233			(31,371		)
Cash and cash equivalents:
Beginning of period	118,924			132,597
End of period		$456,157			$101,226
Supplemental disclosure of cash flow information:
Significant non-cash transactions:
Accrued property and equipment		$15,247			$19,275

The accompanying notes are an integral part of the consolidated financial statements.

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CREE, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation and New Accounting Standards

Overview

Cree, Inc. (the Company) is an innovator of wide bandgap semiconductor products for power and radio-frequency (RF) applications and lighting-class light emitting diode (LED) products. The Company's products are targeted for applications such as transportation, power supplies, inverters, wireless systems, indoor and outdoor lighting, electronic signs and signals and video displays.

The Company's Wolfspeed segment's products consist of silicon carbide (SiC) and gallium nitride (GaN) materials, power devices and RF devices based on silicon (Si) and wide bandgap semiconductor materials. The Company's materials products and power devices are used in solar, electric vehicles, motor drives, power supplies and transportation applications. The Company's materials products and RF devices are used in military communications, radar, satellite and telecommunication applications.

The Company's LED Products segment's products consist of LED chips and LED components. The Company's LED products enable its customers to develop and market LED-based products for lighting, video screens, automotive and specialty lighting applications.

In addition, the Company designs, manufactures and sells LED lighting fixtures and lamps for the commercial, industrial and consumer markets. The Company refers to these product lines as the Lighting Products business unit. As discussed in Note 2, “Discontinued Operations,” on March 14, 2019, the Company executed a definitive agreement to sell its Lighting Products business unit to IDEAL Industries, Inc (IDEAL). As a result, the Company has classified the results of the Lighting Products business unit, which previously was identified as the Lighting Products segment, as discontinued operations in its consolidated statements of (loss) income for all periods presented. Additionally, the related assets and liabilities associated with the discontinued operations are classified as held for sale in the consolidated balance sheets. Unless otherwise noted, discussion within these notes to the consolidated financial statements relates to the Company's continuing operations.

The majority of the Company's products are manufactured at its production facilities located in North Carolina, California, Arkansas, Wisconsin and China. The Company also uses contract manufacturers for certain products and aspects of product fabrication, assembly and packaging. The Company operates research and development facilities in North Carolina, Arizona, Arkansas, California and China (including Hong Kong).

Cree, Inc. is a North Carolina corporation established in 1987 and is headquartered in Durham, North Carolina.

The Company's two reportable segments are:


•	Wolfspeed


•	LED Products

For financial results by reportable segment, please refer to Note 14, "Reportable Segments."

Basis of Presentation

The consolidated financial statements presented herein have been prepared by the Company and have not been audited. In the opinion of management, all normal and recurring adjustments necessary to fairly state the consolidated financial position, results of operations, comprehensive (loss) income, shareholders' equity and cash flows at March 31, 2019, and for all periods presented, have been made. All material intercompany accounts and transactions have been eliminated. The consolidated balance sheet at June 24, 2018 has been derived from the audited financial statements as of that date.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 24, 2018 (fiscal 2018). The results of operations for the three and nine months ended March 31, 2019 are not necessarily indicative of the operating results that may be attained for the entire fiscal year ending June 30, 2019 (fiscal 2019). Historical periods presented include reclassifications to reflect discontinued operations (see Note 2).

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The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities. Actual amounts could differ materially from those estimates.

The Company has identified an error pertaining to the amounts presented as currency translation loss and unrealized gain on available-for-sale securities in the previously reported Consolidated Statements of Comprehensive Loss for the three and nine months ended March 25, 2018. As a result, the Company has revised the amounts for the three and nine months ended March 25, 2018 to reflect a currency translation gain of $0.8 million and $2.0 million, and net unrealized loss on available-for-sale securities of $2.3 million and $6.0 million, net of tax benefit, respectively. The Company concluded that these errors were not material individually or in the aggregate to any of the periods impacted.

Recently Issued Accounting Pronouncements Adopted

Nonemployee Stock Compensation

In June 2018, the FASB issued ASU 2018-07: Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The ASU applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The Company early adopted this standard in the second quarter of fiscal 2019. There was no material impact upon adoption of this standard.

Fair Value Measurement Disclosure

In August 2018, the FASB issued ASU 2018-13: Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements required for fair value measurements. The Company early adopted this standard in the first quarter of fiscal 2019.

Cloud Computing Arrangements

In August 2018, the FASB issued ASU 2018-15: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The ASU allows companies to capitalize implementation costs incurred in a hosting arrangement that is a service contract over the term of the hosting arrangement, including periods covered by renewal options that are reasonably certain to be exercised. The Company early adopted this standard in the first quarter of fiscal 2019. There was no significant impact on the financial statements.

Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09: Revenue from Contracts with Customers (Topic 606). The FASB has subsequently issued multiple ASUs that amend and clarify the guidance in Topic 606. The ASU establishes a principles-based approach for accounting for revenue arising from contracts with customers and supersedes existing revenue recognition guidance. The ASU provides that an entity should apply a five-step approach for recognizing revenue, including (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. Also, the entity must provide various disclosures concerning the nature, amount and timing of revenue and cash flows arising from contracts with customers. The Company adopted this standard on June 25, 2018. The cumulative effect of this adjustment recorded to beginning retained earnings as of June 25, 2018 was $10.3 million, and the Company did not recognize a discrete tax impact related to the opening deferred tax balance as of June 25, 2018 due to the full U.S. valuation allowance. The Company recognized a loss of revenue of approximately $1.6 million for the nine months ended March 31, 2019, and expects the ongoing effect to be immaterial to the consolidated financial statements. See Note 3, "Revenue Recognition," for discussion of the impacted financial statement line items.

Goodwill Impairment Testing

In January 2017, the FASB issued ASU No. 2017-04: Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The ASU simplifies the manner in which an entity is required to test for goodwill impairment by eliminating Step 2 from the goodwill impairment test. Additionally, the ASU removes the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails such qualitative test, to continue to perform Step 1 of the goodwill impairment test. The Company early adopted this standard in the third quarter of fiscal 2018.

Recently Issued Accounting Pronouncements Pending Adoption

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Leases

In February 2016, the FASB issued ASU No. 2016-02: Leases (Topic 842) and ASU 2018-10: Codification Improvements to Topic 842, Leases. The FASB has subsequently issued multiple ASUs, which amend and clarify the guidance in Topic 842. These ASUs require that a lessee recognize in its statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. For income statement purposes, leases are still required to be classified as either operating or finance. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. The effective date will be the first quarter of the Company's fiscal year ending June 28, 2020, using the modified retrospective method. The Company is currently analyzing the impact of this new pronouncement.

Note 2 – Discontinued Operations

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

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

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

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

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

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

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

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



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

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

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

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

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

Note 3 – Revenue Recognition

Effective June 25, 2018, the Company adopted ASC Topic 606: “Revenue from Contracts with Customers," and all related accounting standard updates, using the modified retrospective method applied to contracts not completed as of June 25, 2018. Results for all reporting periods subsequent to adoption are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company's historic revenue recognition policy under ASC Topic 605: “Revenue Recognition."

The Company follows a five-step approach defined by the new standard for recognizing revenue, consisting of (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation.

Master supply or distributor agreements are in place with the majority of the Company's customers and contain terms and conditions including, but not limited to payment, delivery, incentives and warranty. These agreements typically do not require minimum purchase commitments. In the case an agreement is not present, the Company considers a purchase order, which is governed by the Company’s standard terms and conditions, to be a contract.

Substantially all of the Company's revenue is derived from product sales. Revenue is recognized at a point in time based on the Company’s evaluation of when the customer obtains control of the products, and all performance obligations under the terms of the contract are satisfied. If customer acceptance clauses are present and it cannot be objectively determined that control has been transferred based on the contract and shipping terms, revenue is only recorded when customer acceptance is received and all performance obligations have been satisfied. Sales of products typically do not include more than one performance obligation.

Pricing terms are negotiated independently on a stand-alone basis. Revenue is measured based on the amount of net consideration the Company expects to be entitled to in exchange for products or services. Variable consideration is recognized as a reduction of net revenue with a corresponding reserve at the time of revenue recognition, and consists primarily of sales incentives or rebates, price concessions and return allowances. Variable consideration is estimated based on contractual terms, historical analysis of customer purchase volumes, or historical analysis using specific data for the type of consideration being assessed. The Company offers product warranties and establishes liabilities for estimated warranty costs based upon historical experience and specific warranty provisions. Warranty liability estimates are included in cost of revenue in the Company’s Consolidated Statements of (Loss) Income, and further detail is presented in Note 13, "Commitments and Contingencies."

Contract liabilities primarily include deferred revenue, price protection guarantees, customer deposits and various rights of return. Contract liabilities were $74.6 million and $47.1 million for the periods ended March 31, 2019 and June 24, 2018, respectively, and are recorded within accrued contract liabilities and other long-term liabilities on the balance sheet. These items were previously presented as a reduction of accounts receivable on the consolidated balance sheet. The adjustments do not impact net cash used in operating activities; however, they do impact the changes in operating assets and liabilities for the related accounts within the disclosure of operating activities on the statement of cash flows

Practical Expedients and Exemptions

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

Incidental contract costs that are not material in context of the delivery of products are expensed as incurred. Sales commissions are expensed when the amortization period is less than one year. Contract assets, such as costs to obtain or fulfill contracts, are an insignificant component of the Company’s revenue recognition process. The majority of the Company’s fulfillment costs as a manufacturer consist of inventory, fixed assets, and intangible assets, all of which are accounted for under the respective guidance for those asset types.

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The Company’s accounts receivable balance represents the Company’s unconditional right to receive consideration from its customers with contracts. Payments are due within 12 months of completion of the performance obligation and invoicing, and therefore do not contain significant financing components.

Sales tax, value-added tax, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue, and shipping and handling costs are treated as fulfillment activities and are included in cost of revenue in the Company’s Consolidated Statements of (Loss) Income.

Opening Balance Adjustments

The following table summarizes the impacts of adopting the new revenue standard on the Company's unaudited consolidated balance sheet (in thousands):



	Balance as of June 24, 2018			Adjustments			Opening Balance as of June 25, 2018
Assets:
Accounts Receivable		$86,398			$43,355			$129,753
Liabilities:
Accrued Contract Liabilities	—			(42,675		)	(42,675		)
Stockholders' Equity:
Accumulated Deficit	(482,710		)	10,299			(472,411		)

Revenue Disaggregation

The following table presents disaggregated revenue by geography (in thousands):



	Three Months Ended				Nine Months Ended
	March 31, 2019		March 25, 2018		March 31, 2019		March 25, 2018
United States		$67,643		$53,796		$194,463		$161,446
China	83,448		86,700		289,957		279,017
Europe	63,238		46,788		197,168		112,656
Other	59,721		37,916		147,141		106,009
Total Revenue		$274,050		$225,200		$828,729		$659,128

Note 4 – Acquisition

Infineon Technologies AG Radio Frequency Power Business

On March 6, 2018, the Company acquired certain assets of the Infineon Technologies AG (Infineon) Radio Frequency Power Business (RF Power), pursuant to an asset purchase agreement with Infineon in exchange for a base purchase price of $429 million, subject to certain adjustments. As part of the agreement, the Company paid $427 million of cash on the purchase date and agreed to purchase certain additional non-U.S. property and equipment related to the RF Power business from Infineon for approximately $2 million, which was completed during the fourth quarter of fiscal 2018. The acquisition allows the Company to expand its product portfolio into the wireless market.

The acquisition of the RF Power business from Infineon was accounted for as a business combination. The assets, liabilities and operating results of the RF Power business have been included in the Company's consolidated financial statements from the date of acquisition. Additionally, the RF Power business's results from operations are reported as part of the Company's Wolfspeed segment. The results of the RF Power business are reflected in the Company's Consolidated Statements of (Loss) Income for the three and nine months ended March 31, 2019.

The purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair values as follows (in thousands):

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Assets:
Inventories		$22,500
Property and equipment	11,722
Other assets	433
Intangible assets	149,000
Goodwill	248,957
Total Assets	432,612
Liabilities assumed:
Accounts payable	(39		)
Accrued expenses and liabilities	(3,411		)
Total liabilities assumed	(3,450		)
Net assets acquired		$429,162

The amortization periods for intangible assets acquired are as follows (in thousands, except for years):



	Asset Amount		Estimated Life in Years
Lease agreement		$1,000	10
Customer relationships	92,000		15
Developed technology	44,000		14
Non-compete agreements	12,000		4
Total identifiable intangible assets		$149,000

The weighted average amortization periods for intangibles was 13.8 years. Goodwill largely consists of manufacturing and other synergies of the combined companies, and the value of the assembled workforce. For tax purposes, in accordance with Internal Revenue Code Section 197, $245 million of goodwill will be amortized over 15 years.

The Company incurred approximately $3.8 million of total transaction costs related to the acquisition, of which approximately $0.1 million were recognized in the first and second quarters of fiscal 2019 in accordance with U.S. GAAP.

Supplemental Pro Forma Financial Information

The following unaudited pro forma consolidated financial information reflects the results of continuing operations of the Company as if the RF Power transaction had occurred at the beginning of the fiscal year prior to the fiscal year of acquisition, after giving effect to certain purchase accounting adjustments (in thousands, except per share amounts):



	Three Months Ended				Nine Months Ended
		March 25, 2018			March 25, 2018
Revenue		$240,180			$724,547
Net (loss) income		(14,485		)	3,802
(Loss) earnings per share, basic			($0.14	)		$0.04
(Loss) earnings per share, diluted			($0.14	)		$0.04

These amounts have been calculated after applying the Company's accounting policies and adjusting the results of the RF Power business to give effect to events and transactions that are directly attributable to the RF Power business transactions, including the elimination of sales by the Company to the RF Power business 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 fiscal 2017, together with the consequential tax effects. Excluded from the pro forma net income and the earnings per share amounts for the three months and nine months ended March 25, 2018 are one-time acquisition costs and foreign currency gains attributable to the RF Power business of $0.1 million. 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 fiscal 2017, nor is it indicative of any future results.

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Arkansas Power Electronics International, Inc.

On July 8, 2015, the Company closed on the acquisition of Arkansas Power Electronics International, Inc. (APEI), a global leader in power modules and power electronics applications, pursuant to a merger agreement with APEI and certain shareholders of APEI, whereby the Company acquired all of the outstanding share capital of APEI in exchange for a base purchase price of $13.8 million, subject to certain adjustments. In addition, if certain goals were achieved over the subsequent two years, additional cash payments totaling up to $4.6 million were to be made to the former APEI shareholders. Payments totaling $2.7 million were made to the former APEI shareholders in July 2016 based on achievement of the first-year goals. The final payment of $1.9 million was made in July 2017 based on achievement of the second-year goals. In connection with this acquisition, APEI became a wholly owned subsidiary of the Company, renamed Cree Fayetteville, Inc. (Cree Fayetteville). Cree Fayetteville is not considered a significant subsidiary of the Company and its results from operations are reported as part of the Company's Wolfspeed segment.

Note 5 – Financial Statement Details

Accounts Receivable, net

The following table summarizes the components of accounts receivable, net (in thousands):



	March 31, 2019			June 24, 2018
Billed trade receivables		$146,883			$128,858
Unbilled contract receivables	4,023			966
	150,906			129,824
Allowance for sales returns, discounts and other incentives	—			(42,675		)
Allowance for bad debts	(516		)	(751		)
Accounts receivable, net		$150,390			$86,398

Inventories

The following table summarizes the components of inventories (in thousands):



	March 31, 2019		June 24, 2018
Raw material		$37,580		$35,092
Work-in-progress	95,882		86,193
Finished goods	39,331		30,351
Inventories		$172,793		$151,636

Other Current Liabilities

The following table summarizes the components of other current liabilities (in thousands):



	March 31, 2019		June 24, 2018
Accrued taxes		$4,943		$6,414
Accrued professional fees	12,419		4,901
Accrued warranty	1,241		1,399
Accrued other	1,869		6,566
Other current liabilities		$20,472		$19,280

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Accumulated Other Comprehensive Income, net of taxes

The following table summarizes the components of accumulated other comprehensive income, net of taxes (in thousands):



	March 31, 2019			June 24, 2018
Currency translation gain		$4,292			$5,075
Net unrealized loss on available-for-sale securities	(1,738		)	(4,479		)
Accumulated other comprehensive income, net of taxes		$2,554			$596

Non-Operating (Expense) Income, net

The following table summarizes the components of non-operating (expense) income, net (in thousands):



	Three Months Ended						Nine Months Ended
	March 31, 2019			March 25, 2018			March 31, 2019			March 25, 2018
Foreign currency (loss) gain, net		($613	)		$3,530			($1,107	)		$4,386
Loss on sale of investments, net	(25		)	(133		)	(132		)	(85		)
(Loss) gain on equity investment, net	(3,898		)	(13,968		)	(12,457		)	7,510
Interest (expense) income, net	(3,731		)	739			(9,763		)	3,354
Other, net	(173		)	(168		)	(236		)	(223		)
Non-operating (expense) income, net		($8,440	)		($10,000	)		($23,695	)		$14,942

The change in (loss) gain on equity investment, net is due to the decrease in the Lextar Electronics Corporation (Lextar) stock price.

Reclassifications Out of Accumulated Other Comprehensive Income, net of taxes

The following table summarizes the amounts reclassified out of accumulated other comprehensive income, net of taxes (in thousands):



Accumulated Other Comprehensive Income Component	Amount Reclassified Out of Accumulated Other Comprehensive Loss												Affected Line Item in the Consolidated Statements of (Loss) Income
	Three Months Ended						Nine Months Ended
	March 31, 2019			March 25, 2018			March 31, 2019			March 25, 2018
Net unrealized loss on available-for-sale securities, net of taxes		($25	)		($133	)		($132	)		($85	)	Non-operating (expense) income, net
Less income tax effect	—			—			—			—			Income tax expense (benefit)
Total reclassifications		($25	)		($133	)		($132	)		($85	)

Note 6 – Investments

Investments consist of municipal bonds, corporate bonds, U.S. agency securities, U.S. treasury securities, variable rate demand notes, commercial paper and certificates of deposit. All short-term investments are classified as available-for-sale. Other long-term investments consist of the Company's ownership interest in Lextar.

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The following tables summarize short-term investments (in thousands):



	March 31, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Municipal bonds		$96,029		$170		($297	)		$95,902
Corporate bonds	151,244		337		(274		)	151,307
U.S. agency securities	4,689		1		(1		)	4,689
U.S. Treasury securities	28,972		7		(18		)	28,961
Non-U.S. certificates of deposit	50,277		782		—			51,059
U.S. certificates of deposit	—		—		—			—
Commercial paper	1,193		—		—			1,193
Total short-term investments		$332,404		$1,297		($590	)		$333,111

	June 24, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Municipal bonds		$110,198		$17		($939	)		$109,276
Corporate bonds	77,871		36		(1,150		)	76,757
U.S. agency securities	3,922		—		(38		)	3,884
U.S. Treasury securities	—		—		—			—
Non-U.S. certificates of deposit	77,744		—		—			77,744
U.S. certificates of deposit	500		—		—			500
Commercial paper	—		—		—			—
Total short-term investments		$270,235		$53		($2,127	)		$268,161

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The following tables present the gross unrealized losses and estimated fair value of the Company's short-term investments, aggregated by investment type and the length of time that individual securities have been in a continuous unrealized loss position (in thousands, except numbers of securities):



	March 31, 2019
	Less than 12 Months					Greater than 12 Months					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Municipal bonds		$2,406		$—			$68,677		($297	)		$71,083		($297	)
Corporate bonds	31,144		(17		)	32,930		(257		)	64,074		(274		)
U.S. agency securities	5,788		(1		)	—		—			5,788		(1		)
U.S. Treasury securities	10,110		(2		)	3,907		(16		)	14,017		(18		)
Total		$49,448		($20	)		$105,514		($570	)		$154,962		($590	)
Number of securities with an unrealized loss			54					85					139

	June 24, 2018
	Less than 12 Months					Greater than 12 Months					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Municipal bonds		$97,470		($861	)		$3,642		($78	)		$101,112		($939	)
Corporate bonds	61,453		(1,088		)	1,486		(62		)	62,939		(1,150		)
U.S. agency securities	3,884		(38		)	—		—			3,884		(38		)
U.S. Treasury securities	—		—			—		—			—		—
Total		$162,807		($1,987	)		$5,128		($140	)		$167,935		($2,127	)
Number of securities with an unrealized loss			151					6

Closing Price ($)	Shares Out (MM)	Market Cap ($MM)
$63.18	105	$6,650

10-Q	2019-03-31	Quarter: 2019-03-31
10-Q	2018-12-30	Quarter: 2018-12-30
10-Q	2018-09-23	Quarter: 2018-09-23
10-K	2018-06-24	Annual: 2018-06-24
10-Q	2018-03-25	Quarter: 2018-03-25
10-Q	2017-12-24	Quarter: 2017-12-24
10-Q	2017-09-24	Quarter: 2017-09-24
10-K	2017-06-25	Annual: 2017-06-25
10-Q	2017-03-26	Quarter: 2017-03-26
10-Q	2016-12-25	Quarter: 2016-12-25
10-Q	2016-09-25	Quarter: 2016-09-25
10-K	2016-06-26	Annual: 2016-06-26
10-Q	2016-03-27	Quarter: 2016-03-27
10-Q	2015-12-27	Quarter: 2015-12-27
10-Q	2015-09-27	Quarter: 2015-09-27
10-K	2015-06-28	Annual: 2015-06-28
10-Q	2015-03-29	Quarter: 2015-03-29
10-Q	2014-12-28	Quarter: 2014-12-28
10-Q	2014-09-28	Quarter: 2014-09-28
10-K	2014-06-29	Annual: 2014-06-29
10-Q	2014-03-30	Quarter: 2014-03-30
10-Q	2013-12-29	Quarter: 2013-12-29

8-K	2019-06-11	Regulation FD, Exhibits
8-K	2019-05-13	M&A, Regulation FD, Exhibits
8-K	2019-05-01	Earnings, Exhibits
8-K	2019-03-14	Enter Agreement, Regulation FD, Exhibits
8-K	2019-01-30	Earnings, Exhibits
8-K	2018-12-10	Officers
8-K	2018-10-22	Shareholder Vote
8-K	2018-10-16	Earnings, Exhibits
8-K	2018-08-24	Enter Agreement, Off-BS Arrangement, Sale of Shares, Exhibits
8-K	2018-08-21	Enter Agreement, Off-BS Arrangement, Enter Agreement, Other Events, Exhibits
8-K	2018-08-20	Officers, Exhibits
8-K	2018-08-20	Other Events, Exhibits
8-K	2018-08-14	Earnings, Exhibits
8-K	2018-07-23	Officers, Regulation FD, Exhibits
8-K	2018-06-05	Officers, Regulation FD, Exhibits
8-K	2018-04-30	Officers, Exhibits
8-K	2018-04-24	Earnings, Exhibits
8-K	2018-03-13	Officers
8-K	2018-03-06	Regulation FD, Exhibits
8-K	2018-02-26	Regulation FD, Exhibits
8-K	2018-01-23	Earnings, Exhibits

C	Citigroup	156,390
AEE	Ameren	17,650
NUAN	Nuance Communications	5,170
SPSC	SPS Commerce	1,850
SFBS	Servisfirst Bancshares	1,820
BKD	Brookdale Senior Living	1,330
KLDO	Kaleido Biosciences	434
MGEN	Miragen Therapeutics	87
ADXS	Advaxis	27
JRSS	JRSIS Health Care	0

EX-2.1	ex213qfy2019.htm
EX-10.1	ex1013qfy2019.htm
EX-31.1	ex3113qfy2019.htm
EX-31.2	ex3123qfy2019.htm
EX-32.1	ex3213qfy2019.htm
EX-32.2	ex3223qfy2019.htm