Wolfspeed, Inc. (WOLF)
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Status Update

Oct 15, 2024

Tyler Gronbach
Head of Investor Relations, Wolfspeed

Thank you, operator, and good morning, everyone. Welcome to Wolfspeed's Investor Conference Call. Today, Wolfspeed CEO, Gregg Lowe, and Wolfspeed CFO, Neill Reynolds, will discuss today's announcement regarding proposed funding from the U.S. Department of Commerce under the CHIPS and Science Act , and adding additional funding from an investor group led by Apollo. Today's discussion includes forward-looking statements about our liquidity, access to funding, business outlook, CapEx plans, and we may make other forward-looking statements during the call. Such forward-looking statements are subject to numerous risks and uncertainties. Our press release today and the SEC filings noted in the release mention important factors that could cause actual results to differ materially. Before I turn the call over to Gregg, I would like to remind everyone that Wolfspeed's fiscal first quarter ended on September twenty-ninth. As such, the company is currently in the quiet period.

In adherence to regulatory requirements and to ensure that we remain in full compliance, we will not be taking any questions following today's remarks. We appreciate your understanding and continued support during this time, and now I'd like to turn the call over to Gregg.

Gregg Lowe
CEO, Wolfspeed

Good afternoon, everyone. Thank you for joining us today. I am pleased to announce that Wolfspeed and the U.S. Department of Commerce have signed a non-binding Preliminary Memorandum of Terms, also referred to as a PMT, for up to $750 million in direct funding under the CHIPS and Science Act. As a condition of the PMT, we are also announcing the commitment of $750 million of additional funding from an investor group led by Apollo. These two announcements, coupled with the $1 billion of cash tax refunds Wolfspeed expects to receive from the Advanced Manufacturing Tax Credit under the CHIPS and Science Act, also known as Section 48D, gives the company access to up to $2.5 billion of funding to support the expansion of silicon carbide manufacturing in the United States. This funding accomplishes three key objectives.

It strengthens our balance sheet going forward, it provides access to capital necessary to fund the remainder of our existing U.S. investment roadmap, and fuels Wolfspeed's capacity growth and cash generation, and ultimately accelerates our long-term profitability goals. I would like to thank the U.S. Department of Commerce Secretary, Gina Raimondo, and the entire CHIPS Program Office, Senate Majority Leader Chuck Schumer , North Carolina Governor Roy Cooper, and the North Carolina Legislative Leadership, President Pro Tem Phil Berger, and Speaker Tim Moore, and North Carolina Senators Thom Tillis and Ted Budd, for their continued support during this process. Also, a special thanks to the investor group led by Apollo, who played an important role in making today's announcement possible.

As we have previously said, management and the board believe that Wolfspeed is strategically undervalued in the market, which we recognize is largely due to concerns regarding liquidity and our capital structure. We believe today's announcement alleviates those concerns. This funding package supports the completion of the world's largest and most advanced 200 millimeter silicon carbide manufacturing footprint, located here in the United States, in North Carolina and New York. This announcement, and the funding provided by both public entities and leading financial institutions, is a validation of our long-term strategy and is a significant step in the acceleration of our mission to lead the global shift from silicon to silicon carbide across both materials and devices.

As other countries use government subsidies to expand their share of the silicon carbide market, it is essential that the U.S. continue to make strategic investments to ensure there is a domestic supply of crucial semiconductor technology. This will help spur American innovation in an important field that touches every aspect of our lives, from EVs, to renewable energy systems, to AI and data centers, and wearable technology. The adoption of silicon carbide technology in electric vehicles and industrial applications will continue to support our long-term growth. Now, we are in the very early stages of what might be the most significant and disruptive transition in the history of the auto industry. This will create a very dynamic environment as OEMs continue to adjust their ramp programs across their EV product portfolios.

We know that the ramp of EVs will not be a simple straight line, and we anticipate that some vehicles will be more successful than others, and some may not be successful at all. Nevertheless, the adoption will continue and provide a strong growth opportunity for Wolfspeed. We are pleased with today's announcement, but I'd like to be clear that even with this new funding, we remain acutely focused on the second half of the equation, and that is accelerating the path to profitability.

As we said on our last earnings call, in concert with our funding plans, we have laid out plans to reduce our overall cost base, streamline our operating footprint, and better align our capital expenditures with market dynamics. Last quarter, we announced that we were finalizing plans related to the Durham 150 millimeter device fab closure, and we're assessing other areas of our footprint to reduce costs. We will be providing details of our cost plan on our first quarter earnings call in early November. Now that both the Mohawk Valley fab and Building 10 in Durham have demonstrated their ability to produce high-quality 200 millimeter products at the required volumes, we are proactively transferring our device production to the more efficient Mohawk Valley facility and realize significant annual cost savings.

Those plans are now well underway, and we've already begun customer notifications regarding the move to Mohawk Valley. Our strategy has never wavered, and this CHIPS milestone is just one step, although an important step, in Wolfspeed's journey. It does not mean we are taking our foot off the accelerator in making this company as efficient as it can be. That said, this is a significant moment for the entire Wolfspeed team, and this funding award will strengthen Wolfspeed's competitive moat in a critical technology, driving the electrification of everything in mission-critical sectors. Now I'd like to pass it over to Neill, who will discuss some more specific financial implications of the CHIPS Act funding.

Neill Reynolds
CFO, Wolfspeed

Thanks, Gregg. Before diving into the specifics, I'd like to take a moment to emphasize the transformative nature of this CHIPS Act funding award. With up to $750 million in direct funding now within reach from the CHIPS Act, with the first CHIPS award installment expected in calendar 2025, as well as the additional funds available under the facility led by Apollo and leading investors, and an estimated $1 billion of cash tax refunds that Wolfspeed expects to receive from the Advanced Manufacturing Tax Credit under the CHIPS and Science Act, Section 48D, Wolfspeed will be fully capitalized to complete our U.S. capacity expansion plan. Clearly, this overall funding package will significantly enhance our financial position.

But I, too, would like to emphasize that this funding package is only part of the equation as we move to improve the balance sheet by 2026 and accelerate profitability. Our phased approach to CapEx, coupled with an expected step down in spending after the completion of the facility in Siler City, allows us to prudently manage our cash flow through judicious tool additions in Siler City and Mohawk Valley and prioritize profitability. As the Siler City facility build comes to a conclusion at the end of this calendar year, our future CapEx spend will be variable. It can be modulated up or down. We have already reduced our fiscal 2025 CapEx range, and we continue to explore other opportunities to reduce this even further for fiscal 2025.

Further, as we shift production exclusively to 200mm, we are actively looking at all parts of the company to reduce costs. These plans are well underway, and we will provide you with the cost savings, CapEx reductions, restructuring charges, and our new targeted OpEx run rate on the November results call, so that you can better understand how we are simplifying our approach and modeling our improved path to profitability. At full utilization, we are targeting these silicon carbide facilities to generate approximately $3 billion in revenue annually. I would also like to reiterate that this funding package does not include other potential government lending and tax credit programs, which we continue to pursue. Any incremental financing we receive from those other programs will further aid in improving our capital structure. Now, moving into the details and covenants agreed with the U.S. Department of Commerce.

Per the agreed preliminary memorandum of terms, Wolfspeed is expected to receive $750 million in direct funding, which we expect to receive in tranches over the next several years. The first of those tranches we expect to receive in calendar 2025. In addition, the PMT includes an obligation for Wolfspeed to raise an aggregate of $750 million in debt financing through the issuance of senior notes under an amended and restated indenture. Wolfspeed and its lenders, led by Apollo, have reached an agreement for this additional financing over three tranches, including $250 million to be available within 10 days, and have agreed to certain intercreditor terms with the CPO, as described in the PMT. The PMT and the other debt documents also contain three other key requirements.

First, Wolfspeed will be required to restructure or refinance our outstanding 2026, 2028, and 2029 convertible notes prior to their respective maturity dates. Second, we will defer $120 million in cash interest payments due prior to June 30, 2025, under an unsecured customer refundable deposit agreement. Third, we will be required to raise up to $300 million of additional capital from non-debt sources, including equity, over the next twelve months. We are confident we will be able to meet all of these obligations and are pleased that this funding package addresses liquidity and funding uncertainty and will allow Wolfspeed to complete our expansion of silicon carbide manufacturing in the United States. Now I'll turn it over to Gregg for some closing remarks.

Gregg Lowe
CEO, Wolfspeed

Thank you, Neill. I'd like to reiterate how excited we are about this pivotal moment for Wolfspeed. The U.S. government's support is not only a validation of our strategy and leadership in silicon carbide, but also a crucial step in securing the future of U.S. semiconductor manufacturing. Once again, I'd like to extend our gratitude to the CHIPS Office and Secretary Raimondo, our lending group led by Apollo and other key political partners for their support and their confidence in Wolfspeed. I would also be remiss not to mention the team at Wolfspeed, who have been diligently working through this process for the last several months. Their efforts have led to a fantastic outcome and a great achievement. As always, we would like to thank everyone for your continued support and look forward to speaking with you at our next earnings call in a few weeks.

If you have any questions about this announcement, please feel free to contact Tyler Gronbach, our Vice President of External Affairs. Thank you, and have a good day.

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