8-K

SILICON LABORATORIES INC. (SLAB)

8-K 2023-07-26 For: 2023-07-26
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Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 26, 2023

SILICON LABORATORIES INC.

(Exact Name of Registrant as Specified in Charter)

Delaware 000-29823 74-2793174
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
400 West Cesar Chavez, Austin, TX 78701
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(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:

(512) 416-8500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.0001 par value SLAB The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 Exchange Act of 1934. ¨

Item 2.02. Results of Operations and Financial Condition

On July 26, 2023, Silicon Laboratories Inc. (“Silicon Laboratories”) issued a press release announcing its results of operations for its fiscal quarter ended July 1, 2023. A copy of the press release is attached as Exhibit 99 to this report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99 Press Release of Silicon Laboratories Inc. dated July 26, 2023
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Use of Non-GAAP Financial Information

From time to time, Silicon Laboratories provides certain non-GAAP financial measures as additional information relating to its operating results. The non-GAAP financial measurements provided in the press release furnished herewith do not replace the presentation of Silicon Laboratories’ GAAP financial results. These additional measurements merely provide supplemental information to assist investors in analyzing Silicon Laboratories’ financial position and results of operations; however, these measures are not in accordance with, or an alternative to, GAAP and may be different from non-GAAP measures used by other companies.

Non-GAAP financial measures used by Silicon Laboratories include non-GAAP gross margin, non-GAAP research and development expense, non-GAAP selling, general and administrative expense, non-GAAP operating income, non-GAAP interest expense, non-GAAP tax expense, non-GAAP net income and non-GAAP diluted earnings per share. Silicon Laboratories has chosen to provide this information to investors because it believes that such supplemental information enables them to perform meaningful comparisons of past, present and future operating results, and as a means to highlight the results of core ongoing operations.

Non-GAAP financial measures are adjusted by the following items:

· Stock compensation expense – represents charges for employee stock awards issued under Silicon Laboratories’ stock-based compensation plans. Stock compensation expense is excluded from non-GAAP financial measures because it is a non-cash expense, and excluding such expense provides meaningful supplemental information regarding core ongoing operations.
· Intangible asset amortization – primarily represents charges for the amortization of intangibles assets, such as core and developed technology, customer relationships and trademarks, acquired in connection with business combinations. Intangible asset amortization is excluded from non-GAAP financial measures because it is a non-cash expense, and excluding such expense provides meaningful supplemental information regarding core ongoing operations.
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· Acquisition and disposition related items – primarily including the following: charges for the fair value write-up associated with inventory acquired; adjustments to the fair value of acquisition-related contingent consideration; and acquisition-related costs of a business combination or disposition-related costs of a business divestiture, such as costs for attorneys, investment bankers, accountants and other third party service providers. Acquisition and disposition related items are excluded from non-GAAP financial measures because excluding such amounts provides meaningful supplemental information regarding core ongoing operations.
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· Termination costs, impairments, and fair value and other adjustments – primarily include costs associated with certain employee terminations, asset impairments, fair value adjustments resulting from observable price changes and other non-cash adjustments. Termination costs, impairments, and fair value and other adjustments are excluded from non-GAAP financial measures because excluding such amounts provides meaningful supplemental information regarding core ongoing operations.
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· Equity-method investment adjustments – primarily include the Company’s proportionate share of gains and/or losses from investments accounted for by the equity method of accounting. Equity-method investment adjustments are excluded from non-GAAP financial measures because these generally are non-cash, non-operating activity during the period of adjustment, relate to activity in entities outside those of Silicon Labs, and excluding such expense/gain provides meaningful supplemental information regarding core operations.
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· Interest expense adjustments – represents losses on the extinguishment of convertible debt and losses on the termination of interest rate swap agreements. Such amounts are excluded from non-GAAP financial measures because they are non-cash expenses and/or excluding such amounts provides meaningful supplemental information regarding core ongoing operations.
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· Income tax adjustments – primarily include the following: the current and deferred income tax effects of the above non-GAAP adjustments; other indirect impacts of excluding stock-based compensation; and the income tax impact of certain intercompany license arrangements for technology acquired in business combinations. Income tax adjustments are excluded from non-GAAP financial measures because excluding such amounts provides meaningful supplemental information regarding core ongoing operations.
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Pursuant to the requirements of Regulation G, we have provided in the press release furnished with this report a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  The information contained therein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Silicon Laboratories, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SILICON LABORATORIES INC.
July 26, 2023 /s/ John C. Hollister
Date John C. Hollister
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)

Exhibit 99

Silicon LabsReports Second Quarter 2023 Results

IoTleader delivers solid results with record revenue in Industrial & Commercial

AUSTIN,Texas – July 26, 2023 – Silicon Labs (NASDAQ: SLAB), a leader in secure, intelligent wireless technology for a more connected world, reported financial results for the second quarter, which ended July 1, 2023. Revenue exceeded the mid-point of the guidance range at $245 million, driven by strength across the Industrial & Commercial end markets.

“We delivered solid results in the second quarter, with record revenue in our Industrial & Commercial business,” said Matt Johnson, President and Chief Executive Officer at Silicon Labs. “The strength in Industrial & Commercial was offset by a decline in our Home & Life business as weak demand and excess customer inventory continue to impact our results. Despite the challenging near-term outlook, we continue to drive strong design win momentum with our leading platform, products, and broad customer base. As the market stabilizes, we are well-positioned to gain share and drive long-term revenue growth.”

Second Quarter Financial Highlights

· Revenue<br> was $245 million, in-line with guidance
· Industrial<br> & Commercial revenue for the quarter was $165 million
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· Home<br> & Life revenue for the quarter was $80 million
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Results on a GAAP basis:

· GAAP<br> gross margin was 58.7%
· GAAP<br> R&D expenses were $86 million
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· GAAP<br> SG&A expenses were $41 million
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· GAAP<br> operating income as a percentage of revenue was 7%
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· GAAP<br> diluted earnings per share were $0.33
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Results on a non-GAAP basis, excluding the impact of stock compensation, amortization of acquired intangible assets, and certain other items as set forth in the below GAAP to Non-GAAP reconciliation tables were as follows:

· Non-GAAP<br> gross margin was 58.9%
· Non-GAAP<br> R&D expenses were $70 million
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· Non-GAAP<br> SG&A expenses were $35 million
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· Non-GAAP<br> operating income as a percentage of revenue was 16%
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· Non-GAAP<br> diluted earnings per share were $1.04
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Business Highlights

· Announced<br> the new dual-band FG28 SoC, designed for long-range networks and protocols like Amazon Sidewalk,<br> Wi-SUN, and other proprietary protocols. The FG28 includes radios for sub-Gigahertz (Ghz)<br> and 2.4 Ghz Bluetooth LE, making it particularly attractive for edge applications in growth<br> areas like smart agriculture, smart cities, and neighborhood networks. The built-in AI/ML<br> accelerator is a first for a sub-Ghz SoC, bringing AI/ML to the edge.
· Opened<br> registration for its fourth annual Works With Conference, which attracts over 8,000 IoT developers<br> every year. The free virtual conference will be held on August 22nd and 23rd and will feature<br> over 40 in-depth technical sessions covering every major IoT protocol and ecosystem. Taught<br> by Silicon Labs engineers and other industry experts, the sessions are designed to demystify,<br> simplify, and accelerate the development of IoT products. CEO Matt Johnson will share a sneak<br> peek of Silicon Labs' next-generation Series 3 platform in the conference's opening keynote.
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· Finalized<br> the redemption process on its 2025 convertible notes. The company funded the $535 million<br> par value of the notes in cash. The in-the-money component of the converted notes was settled<br> with the issuance of approximately 0.9 million shares. The company also executed approximately<br> $184 million in additional stock repurchases in the quarter, retiring approximately 1.3 million<br> shares. On July 20th, the company’s board of directors authorized an incremental $100<br> million to its existing authorization for the repurchase of the company’s common stock,<br> bringing the total remaining amount authorized through the end of 2023 to approximately $116<br> million.
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· Held<br> the grand opening of the Silicon Labs Connectivity Lab in our Boston site, an event attended<br> by top customers and partners. The Connectivity Lab simulates a modern Smart Home, with a<br> range of IoT devices, applications, ecosystems, and networks. It offers developers an ideal<br> environment to test their Matter prototypes operating within real-world scenarios across<br> a variety of protocols and device brands.
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Business Outlook

The company expects third-quarter revenue to be between $190 to $210 million. The company also estimates the following results:

On a GAAP basis:

· GAAP<br> gross margin to be 59%
· GAAP<br> operating expenses of approximately $120 million
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· GAAP<br> diluted earnings (loss) per share between $(0.08) to $0.20
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On a non-GAAP basis, excluding the impact of stock compensation, amortization of acquired intangible assets, and certain other items as set forth in the reconciliation tables:

· Non-GAAP<br> gross margin to be 59%
· Non-GAAP<br> operating expenses of approximately $95 million
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· Non-GAAP<br> diluted earnings per share between $0.45 to $0.73
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EarningsWebcast and Conference Call

Silicon Labs will host an earnings conference call to discuss the quarterly results and answer questions at 7:30 am CDT today. An audio webcast will be available on Silicon Labs' website (www.silabs.com) under Investor Relations. In addition, the company will post an audio recording of the event at silabs.com/investors and make a replay available through August 26, 2023, online or by calling (877) 344-7529 (US) or (412) 317-0088 (international) and entering access code 1518188.

About Silicon Labs

Silicon Labs (NASDAQ: SLAB) is a leader in secure, intelligent wireless technology for a more connected world. Our integrated hardware and software platform, intuitive development tools, thriving ecosystem, and robust support make us an ideal long-term partner in building advanced industrial, commercial, home and life applications. We make it easy for developers to solve complex wireless challenges throughout the product lifecycle and get to market quickly with innovative solutions that transform industries, grow economies, and improve lives. silabs.com

Forward-Looking Statements

This press release contains forward-looking statements based on Silicon Labs’ current expectations. The words “believe”, “estimate”, “expect”, “intend”, “anticipate”, “plan”, “project”, “will”, and similar phrases as they relate to Silicon Labs are intended to identify such forward-looking statements. These forward-looking statements reflect the current views and assumptions of Silicon Labs and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. Among the factors that could cause actual results to differ materially from those in the forward-looking statements are the following: the competitive and cyclical nature of the semiconductor industry; the challenging macroeconomic environment, including disruptions in the financial services industry; geographic concentration of manufacturers, assemblers, test service providers and customers in Asia that subjects Silicon Labs’ business and results of operations to risks of natural disasters, epidemics or pandemics, war and political unrest; risks that demand and the supply chain may be adversely affected by military conflict (including between Russia and Ukraine), terrorism, sanctions or other geopolitical events globally (including conflict between Taiwan and China); risks that Silicon Labs may not be able to maintain its historical growth; quarterly fluctuations in revenues and operating results; difficulties developing new products that achieve market acceptance; risks associated with international activities (including trade barriers, particularly with respect to China); intellectual property litigation risks; risks associated with acquisitions and divestitures; product liability risks; difficulties managing and/or obtaining sufficient supply from Silicon Labs’ distributors, manufacturers and subcontractors; dependence on a limited number of products; absence of long-term commitments from customers; inventory-related risks; difficulties managing international activities; risks that Silicon Labs may not be able to manage strains associated with its growth; credit risks associated with its accounts receivable; dependence on key personnel; stock price volatility; the impact of COVID-19 on the U.S. and global economy; debt-related risks; capital-raising risks; the timing and scope of share repurchases and/or dividends; average selling prices of products may decrease significantly and rapidly; information technology risks; cyber-attacks against Silicon Labs’ products and its networks and other factors that are detailed in the SEC filings of Silicon Laboratories Inc. Silicon Labs disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. References in this press release to Silicon Labs shall mean Silicon Laboratories Inc.

Note to editors: Silicon Laboratories,Silicon Labs, the “S” symbol, and the Silicon Labs logo are trademarks of Silicon Laboratories Inc. All other product namesnoted herein may be trademarks of their respective holders.

CONTACT: Thomas Haws, Investor Relations Manager, (512) 416-8500,

investor.relations@silabs.com


Silicon LaboratoriesInc.

Condensed ConsolidatedStatements of Income

(In thousands,except per share data)

(Unaudited)

Three<br> Months Ended Six<br> Months Ended
July<br> 1, 2023 July<br> 2, 2022 July<br> 1, 2023 July<br> 2, 2022
Revenues $ 244,866 $ 263,150 $ 491,653 $ 496,964
Cost<br> of revenues 101,091 99,247 194,018 177,289
Gross profit 143,775 163,903 297,635 319,675
Operating<br> expenses:
Research<br> and development 85,902 83,511 175,298 161,053
Selling,<br> general and administrative 40,706 49,013 85,597 93,660
Operating<br> expenses 126,608 132,524 260,895 254,713
Operating<br> income 17,167 31,379 36,740 64,962
Other income<br> (expense):
Interest<br> income and other, net 7,780 3,445 12,616 4,944
Interest<br> expense (1,596 ) (1,667 ) (3,252 ) (3,347 )
Income<br> before income taxes 23,351 33,157 46,104 66,559
Provision<br> for income taxes 12,338 10,994 20,091 22,683
Equity-method<br> earnings (loss) (57 ) (28 ) (1,090 ) 1,166
Net<br> income $ 10,956 $ 22,135 $ 24,923 $ 45,042
Earnings per share:
Basic $ 0.35 $ 0.62 $ 0.78 $ 1.22
Diluted $ 0.33 $ 0.60 $ 0.75 $ 1.18
Weighted-average<br> common shares outstanding:
Basic 31,614 35,722 31,786 36,862
Diluted 32,926 36,604 33,339 38,063

Non-GAAPFinancial Measurements

In addition to the GAAP results provided throughout this document, Silicon Labs has provided non-GAAP financial measurements on a basis excluding non-cash and other charges and benefits. Details of these excluded items are presented in the tables below, which reconcile the GAAP results to non-GAAP financial measurements.

The non-GAAP financial measurements do not replace the presentation of Silicon Labs’ GAAP financial results. These measurements provide supplemental information to assist management and investors in analyzing Silicon Labs’ financial position and results of operations. Silicon Labs has chosen to provide this information to investors to enable them to perform meaningful comparisons of past, present and future operating results and as a means to emphasize the results of core on-going operations.

Unaudited Reconciliationof GAAP to Non-GAAP Financial Measures

(In thousands,except per share data)

Three Months Ended July 1, 2023
Non-GAAP Income<br> Statement Items GAAP Measure GAAP Percent of Revenue Stock<br><br> Compensation<br> Expense Intangible<br><br> Asset<br> Amortization Termination<br><br> Costs Non-GAAP Measure Non-GAAP Percent of Revenue
Revenues $ 244,866
Gross profit 143,775 58.7 % $ 283 $ -- $ 58 $ 144,116 58.9 %
Research and development 85,902 35.1 % 8,813 6,375 1,157 69,557 28.4 %
Selling, general and administrative 40,706 16.6 % 5,643 19 368 34,676 14.2 %
Operating income 17,167 7.0 % 14,739 6,394 1,583 39,883 16.3 %
Three Months Ended July 1, 2023
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Non-GAAP Earnings Per Share **** GAAP Measure **** Stock Compensation Expense* **** Intangible Asset Amortization* **** Termination Costs* **** Equity-Method Investment Adjustments* **** Income Tax Adjustments **** Non- GAAP Measure
Net income $ 10,956 $ 14,739 $ 6,394 $ 1,583 $ 57 $ 530 $ 34,259
Diluted shares outstanding 32,926 32,926
Diluted earnings per share $ 0.33 $ 1.04

* Represents pre-tax amounts

Unaudited Forward-LookingStatements Regarding Business Outlook

(In millions,except per share data)


Three Months Ending September 30, 2023
Business Outlook **** GAAP Measure **** **** Non-GAAP Adjustments** **** **** Non-GAAP Measure ****
Gross margin 59 % 0 % 59 %
Operating expenses $ 120 $ (25 ) $ 95
Diluted earnings (loss) per share - low $ (0.08 ) $ 0.53 $ 0.45
Diluted earnings per share - high $ 0.20 $ 0.53 $ 0.73

** Non-GAAP adjustments include the following estimates: stock compensation expense of $18.7 million, intangible asset amortization of $6.3 million, termination costs of $0.3 million, and the associated tax impact from the aforementioned items.

Silicon LaboratoriesInc.

Condensed ConsolidatedBalance Sheets

(In thousands,except per share data)

(Unaudited)


December 31, 2022
Assets
Current assets:
Cash and cash equivalents 234,813 $ 499,915
Short-term investments 271,063 692,024
Accounts receivable, net 98,256 71,437
Inventories 145,523 100,417
Prepaid expenses and other current assets 71,322 97,570
Total current assets 820,977 1,461,363
Property and equipment, net 152,358 152,016
Goodwill 376,389 376,389
Other intangible assets, net 72,003 84,907
Other assets, net 97,072 94,753
Total assets 1,518,799 $ 2,169,428
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable 55,102 $ 89,860
Revolving line of credit 80,000 --
Deferred revenue and returns liability 11,105 6,780
Other current liabilities 72,339 89,136
Total current liabilities 218,546 185,776
Convertible debt, net -- 529,573
Other non-current liabilities 41,356 49,071
Total liabilities 259,902 764,420
Commitments and contingencies
Stockholders’ equity:
Preferred stock – 0.0001 par value; 10,000 shares authorized; no shares issued -- --
Common stock – 0.0001 par value; 250,000 shares authorized; 31,861 and 31,994 shares issued and outstanding at July 1, 2023 and December 31, 2022, respectively 3 3
Retained earnings 1,262,984 1,415,693
Accumulated other comprehensive loss (4,090 ) (10,688 )
Total stockholders’ equity 1,258,897 1,405,008
Total liabilities and stockholders’ equity 1,518,799 $ 2,169,428

All values are in US Dollars.

Silicon LaboratoriesInc.

Condensed ConsolidatedStatements of Cash Flows

(In thousands)

(Unaudited)


Six Months Ended
July 1, 2023 July 2, 2022
Operating Activities
Net income $ 24,923 $ 45,042
Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations:
Depreciation of property and equipment 12,441 10,561
Amortization of other intangible assets 12,904 19,194
Amortization of debt issuance costs 960 994
Loss on extinguishment of convertible debt -- 3
Stock-based compensation expense 31,377 27,264
Equity-method (earnings) loss 1,090 (1,166 )
Deferred income taxes (6,403 ) (9,344 )
Changes in operating assets and liabilities:
Accounts receivable (26,819 ) 26,207
Inventories (45,064 ) (24,714 )
Prepaid expenses and other assets 32,963 (25,286 )
Accounts payable (30,003 ) 25,606
Other current liabilities and income taxes (26,220 ) (3,418 )
Deferred revenue and returns liability 4,326 (3,153 )
Other non-current liabilities (1,975 ) (4,416 )
Net cash provided by (used in) operating activities of continuing operations (15,500 ) 83,374
Investing Activities
Purchases of marketable securities (81,427 ) (554,267 )
Sales of marketable securities 339,555 27,404
Maturities of marketable securities 171,691 511,296
Purchases of property and equipment (13,462 ) (12,322 )
Purchases of other assets (215 ) --
Net cash provided by (used in) investing activities of continuing operations 416,142 (27,889 )
Financing Activities
Proceeds from revolving line of credit 80,000 --
Payments on debt (536,124 ) (21 )
Repurchases of common stock (201,095 ) (579,040 )
Payment of taxes withheld for vested stock awards (16,310 ) (13,958 )
Proceeds from the issuance of common stock 7,785 6,365
Net cash used in financing activities of continuing operations (665,744 ) (586,654 )
Discontinued Operations
Operating activities -- (38,604 )
Net cash used in discontinued operations -- (38,604 )
Decrease in cash and cash equivalents (265,102 ) (569,773 )
Cash and cash equivalents at beginning of period 499,915 1,074,623
Cash and cash equivalents at end of period $ 234,813 $ 504,850