daio_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2023

☐	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: 0-10394

DATA I/O CORPORATION

(Exact name of registrant as specified in its charter)

Washington		91-0864123
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6645 185th Ave NE, Suite 100, Redmond, Washington, 98052

425-881-6444

(Address of principal executive offices, including zip 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	DAIO	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically 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 ☒ 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	☐	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 Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Shares of Common Stock, no par value, outstanding as of April 30, 2023: 8,818,076

DATA I/O CORPORATION

FORM 10-Q

For the Quarter Ended March 31, 2023

INDEX

Part I. Financial Information			Page

	Item 1.	Financial Statements (Unaudited)	3

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

	Item 4.	Controls and Procedures	23

Part II Other Information

	Item 1.	Legal Proceedings	24

	Item 1A.	Risk Factors	24

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

	Item 3.	Defaults Upon Senior Securities	24

	Item 4.	Mine Safety Disclosures	24

	Item 5.	Other Information	24

	Item 6.	Exhibits	25

Signatures			26

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

DATA I/O CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(UNAUDITED)

	March 31, 2023			December 31, 2022

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	11,868		$	11,510
Trade accounts receivable, net of allowance for doubtful accounts of $142 and $147, respectively		4,932			4,992
Inventories		6,976			6,751
Other current assets		684			645
TOTAL CURRENT ASSETS		24,460			23,898

Property, plant and equipment – net		1,000			1,072
Other assets		2,012			2,195
TOTAL ASSETS	$	27,472		$	27,165

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,534		$	1,366
Accrued compensation		1,493			1,670
Deferred revenue		1,733			1,575
Other accrued liabilities		1,544			1,596
Income taxes payable		124			112
TOTAL CURRENT LIABILITIES		6,428			6,319

Operating lease liabilities		1,298			1,500
Long-term other payables		221			237

COMMITMENTS		-			-

STOCKHOLDERS’ EQUITY
Preferred stock - Authorized, 5,000,000 shares, including 200,000 shares of Series A Junior Participating Issued and outstanding, none		-			-
Common stock, at stated value - Authorized, 30,000,000 shares Issued and outstanding, 8,818,076 shares as of March 31, 2023 and 8,816,381 shares as of December 31, 2022		22,153			21,897
Accumulated earnings (deficit)		(3,036	)		(3,131	)
Accumulated other comprehensive income		408			343
TOTAL STOCKHOLDERS’ EQUITY		19,525			19,109
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	27,472		$	27,165

See notes to consolidated financial statements

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DATA I/O CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(UNAUDITED)

	Three Months Ended March 31,
	2023			2022

Net sales	$	7,231		$	4,965
Cost of goods sold		2,929			2,662
Gross margin		4,302			2,303
Operating expenses:
Research and development		1,625			1,616
Selling, general and administrative		2,508			2,048
Total operating expenses		4,133			3,664
Operating income (loss)		169			(1,361	)
Non-operating income (loss):
Interest income		35			1
Gain on sale of assets		-			58
Foreign currency transaction gain (loss)		(74	)		(60	)
Total non-operating income (loss)		(39	)		(1	)
Income (loss) before income taxes		130			(1,362	)
Income tax (expense) benefit		(35	)		(458	)
Net income (loss)	$	95		($1,820)

Basic earnings (loss) per share	$	0.01		($0.21)
Diluted earnings (loss) per share	$	0.01		($0.21)
Weighted-average basic shares		8,818			8,622
Weighted-average diluted shares		9,029			8,622

See notes to consolidated financial statements

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DATA I/O CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(UNAUDITED)

	Three Months Ended March 31,
	2023		2022

Net income (loss)	$	95	($1,820)
Other comprehensive income (loss):
Foreign currency translation gain (loss)		65		(70	)
Comprehensive income (loss)	$	160	($1,890)

See notes to consolidated financial statements

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DATA I/O CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(in thousands, except share amounts)
(UNAUDITED)

								Accumulated
					Retained			and Other			Total
	Common Stock				Earnings			Comprehensive			Stockholders'
	Shares		Amount		(Deficit)			Income (Loss)			Equity
Balance at December 31, 2021		8,621,007	$	20,886	($2,011)			$	978		$	19,853
Stock awards issued, net of tax withholding		-		-		-			-			-
Issuance of stock through: ESPP		1,362		6		-			-			6
Share-based compensation		-		291		-			-			291
Net income (loss)		-		-		(1,820	)		-			(1,820	)
Other comprehensive income (loss)		-		-		-			(70	)		(70	)
Balance at March 31, 2022		8,622,369	$	21,183	($3,831)			$	908		$	18,260
Balance at December 31, 2022		8,816,381	$	21,897	($3,131)			$	343		$	19,109
Stock awards issued, net of tax withholding		-		-		-			-			-
Issuance of stock through: ESPP		1,695		7		-			-			7
Share-based compensation		-		249		-			-			249
Net income (loss)		-		-		95			-			95
Other comprehensive income (loss)				-		-			65			65
Balance at March 31, 2023		8,818,076	$	22,153	($3,036)			$	408		$	19,525

See notes to consolidated financial statements

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DATA I/O CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(UNAUDITED)

	For the Three Months Ended March 31,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	95		($1,820)
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating activities:
Depreciation and amortization		158			140
Equipment transferred to cost of goods sold		97			125
Share-based compensation		249			291
Net change in:
Trade accounts receivable		56			913
Inventories		(225	)		(277	)
Other current assets		(39	)		(98	)
Accounts payable and accrued liabilities		(46	)		(835	)
Deferred revenue		141			28
Other long-term liabilities		(88	)		(253	)
Deposits and other long-term assets		65			204
Net cash provided by (used in) operating activities		463			(1,582	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(183	)		(272	)
Cash provided by (used in) investing activities		(183	)		(272	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock, less payments for shares withheld to cover tax		7			6
Cash provided by (used in) financing activities		7			6
Increase (decrease) in cash and cash equivalents		287			(1,848	)

Effects of exchange rate changes on cash		71			(46	)
Cash and cash equivalents at beginning of period		11,510			14,190
Cash and cash equivalents at end of period	$	11,868		$	12,296

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	24		$	441

See notes to consolidated financial statements

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DATA I/O CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Data I/O Corporation (“Data I/O”, “We”, “Our”, “Us”) is a global market leader for advanced programming, security deployment, security provisioning and associated Intellectual Property (“IP”) protection and management solutions used in electronics manufacturing with flash memory, microcontrollers, and flash memory-based intelligent devices as well as secure element devices, authentication devices and secure microcontrollers. Customers for our programming system products are located around the world, primarily in Asia, Europe and the Americas. Our manufacturing operations are currently located in Redmond, Washington, United States and Shanghai, China.

We prepared the financial statements as of March 31, 2023 and March 31, 2022 according to the rules and regulations of the Securities and Exchange Commission ("SEC"). These statements are unaudited but, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the results for the periods presented. The balance sheet at December 31, 2022 has been derived from the audited financial statements at that date. We have condensed or omitted certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America according to such SEC rules and regulations. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Significant Accounting Policies

These financial statements should be read in conjunction with the annual audited financial statements and the accompanying notes included in our Form 10-K for the year ended December 31, 2022. There have been no changes to our significant accounting policies described in the Annual Report that have had a material impact on our unaudited condensed consolidated financial statements and related notes.

Revenue Recognition

Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606) provides a single, principles-based, five-step model to be applied to all contracts with customers. It generally provides for the recognition of revenue in an amount that reflects the consideration to which the Company expects to be entitled, net of allowances for estimated returns, discounts or sales incentives, as well as taxes collected from customers when control over the promised goods or services are transferred to the customer.

We expense contract acquisition costs, primarily sales commissions, for contracts with terms of one year or less and will capitalize and amortize incremental costs with terms that exceed one year. During the first quarter of 2023 and 2022, the impact of capitalization of incremental costs for obtaining contracts was immaterial. We exclude sales, use, value added, some excise taxes and other similar taxes from the measurement of the transaction price.

We recognize revenue upon transfer of control of the promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We have determined that our programming equipment has reached a point of maturity and stability such that product acceptance can be assured by testing at the factory prior to shipment and that the installation meets the criteria to be a separate performance obligation. These systems are standard products with published product specifications and are configurable with standard options. The evidence that these systems could be deemed as accepted was based upon having standardized factory production of the units, results from batteries of tests of product performance to our published specifications, quality inspections and installation standardization, as well as past product operation validation with the customer and the history provided by our installed base of products upon which the current versions were based.

The revenue related to products requiring installation that is perfunctory is recognized upon transfer of control of the product to customers, which generally is at the time of shipment. Installation that is considered perfunctory includes any installation that is expected to be performed by other parties, such as distributors, other vendors, or the customers themselves. This analysis considers the complexity, skill and training needed as well as customer expectations regarding installation.

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We enter into arrangements with multiple performance obligations that arise during the sale of a system that includes an installation component, a service and support component and a software maintenance component. We allocate the transaction price of each element based on relative selling prices. Relative selling price is based on the selling price of the standalone system. For the installation and service and support performance obligations, we use the value of the discount given to distributors who perform these components. For software maintenance performance obligations, we use what we charge for annual software maintenance renewals after the initial year the system is sold. Revenue is recognized on the system sale based on shipping terms, installation revenue is recognized after the installation is performed, and hardware service and support and software maintenance revenue is recognized ratably over the term of the agreement, typically one year. Deferred revenue includes service, support and maintenance contracts and represents the undelivered performance obligation of agreements that are typically for one year.

When we sell software separately, we recognize revenue upon the transfer of control of the software, which is generally upon shipment, provided that only inconsequential performance obligations remain on our part and substantive acceptance conditions, if any, have been met.

We recognize revenue when there is an approved contract that both parties are committed to perform, both parties rights have been identified, the contract has substance, collection of substantially all the consideration is probable, the transaction price has been determined and allocated over the performance obligations, the performance obligations including substantive acceptance conditions, if any, in the contract have been met, the obligation is not contingent on resale of the product, the buyer’s obligation would not be changed in the event of theft, physical destruction or damage to the product, the buyer acquiring the product for resale has economic substance apart from us and we do not have significant obligations for future performance to directly bring about the resale of the product by the buyer. We establish a reserve for sales returns based on historical trends in product returns and estimates for new items. Payment terms are generally 30 to 60 days from shipment.

We transfer certain products out of service from their internal use and make them available for sale. The products transferred are typically our standard products in one of the following areas: service loaners, rental or test units; engineering test units; or sales demonstration equipment. Once transferred, the equipment is sold by our regular sales channels as used equipment inventory. These product units often involve refurbishing and an equipment warranty, and are conducted as sales in our normal and ordinary course of business. The transfer amount is the product unit’s net book value and the sale transaction is accounted for as revenue and cost of goods sold.

The following table represents our revenues by major categories:

	Three Months Ended
Net sales by type	March 31, 2023		Change			March 31, 2022
(in thousands)
Equipment	$	4,051		55.4	%	$	2,607
Adapter		2,267		39.8	%		1,622
Software and Maintenance		913		24.0	%		736
Total	$	7,231		45.6	%	$	4,965

Share-Based Compensation

All stock-based compensation awards are measured based on estimated fair values on the date of grant and recognized as compensation expense on the straight-line method. Our share-based compensation is reduced for estimated forfeitures at the time of grant and revised as necessary in subsequent periods if actual forfeitures differ from those estimates.

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Income Tax

Income taxes are computed at current enacted tax rates, less tax credits using the asset and liability method. Deferred taxes are adjusted both for items that do not have tax consequences and for the cumulative effect of any changes in tax rates from those previously used to determine deferred tax assets or liabilities. Tax provisions include amounts that are currently payable, changes in deferred tax assets and liabilities that arise because of temporary differences between the timing of when items of income and expense are recognized for financial reporting and income tax purposes, and any changes in the valuation allowance caused by a change in judgment about the realization of the related deferred tax assets. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.

Recently Adopted Accounting Pronouncements

For the three months ended March 31, 2023, ASU 326 became effective for the Company. The adoption of the ASU 326 CECL (Current Estimate of Credit Losses) did not have a material impact to Data I/O Corporation’s consolidated financial statements.

NOTE 2 – INVENTORIES

Inventories consisted of the following components:

	March 31, 2023		December 31, 2022
(in thousands)
Raw material	$	3,741	$	3,850
Work-in-process		1,914		1,911
Finished goods		1,321		990
Inventories	$	6,976	$	6,751

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT, NET

Property and equipment consisted of the following components:

	March 31, 2023		December 31, 2022
(in thousands)
Leasehold improvements	$	404	$	404
Equipment		4,842		4,683
Sales demonstration equipment		949		1,066
		6,195		6,153
Less accumulated depreciation		5,195		5,081
Property and equipment, net	$	1,000	$	1,072

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NOTE 4 – OTHER ACCRUED LIABILITIES

Other accrued liabilities consisted of the following components:

	March 31, 2023		December 31, 2022
(in thousands)
Lease liability - short term	$	813	$	799
Product warranty		441		425
Sales return reserve		71		71
Other taxes		117		163
Other		102		138
Other accrued liabilities	$	1,544	$	1,596

The changes in our product warranty liability for the three months ending March 31, 2023 are as follows:

	March 31, 2023			December 31, 2022
(in thousands)
Liability, beginning balance	$	425		$	432
Net expenses		220			774
Warranty claims		(220	)		(774	)
Accrual revisions		-			(7	)
Liability, ending balance	$	425		$	425

NOTE 5 – LEASES

Our leasing arrangements are primarily for facility leases we use to conduct our operations. The following table presents our future lease payments for long-term operating leases as of March 31, 2023:

	Operating Lease Commitments
(in thousands)
2023 (remaining)	$	694
2024		822
2025		590
2026		132
2027		47
Thereafter		-
Total	$	2,285
Less imputed interest		(174	)
Total operating lease liabilities	$	2,111

Cash paid for operating lease liabilities for the three months ended March 31, 2023 and 2022 were $220,000 and $212,000, respectively. There were no new operating leases during the three months ended March 31, 2023.

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The following table presents supplemental balance sheet information related to leases:

	Balance at March 31, 2023		Balance at December 31, 2022
(in thousands)
Right-of-use assets (Long-term other assets)	$	1,946	$	2,129
Lease liability-short term (Other accrued liabilities)		813		799
Lease liability-long term (Operating lease liabilities)		1,298		1,500

At March 31, 2023, the weighted average remaining lease term is 2.77 and the weighted average discount rate used is 5%.

The components of our lease expense for the three months ended March 31, 2023 and 2022 include operating lease costs of $217,000 and $220,000, respectively, and short-term lease costs of $6,000 and $20,000, respectively.

Our lease agreement for the Redmond, Washington headquarters facility, extends to January 31, 2026. The lease is for approximately 20,460 square feet. Our lease agreement for our facility located in Shanghai, China, extends to October 31, 2024. This lease is for approximately 19,400 square feet. Our lease agreement for our facility located near Munich, Germany, extends to August 2027. This lease is for approximately 4,895 square feet.

NOTE 6 – OTHER COMMITMENTS

We have purchase obligations for inventory and production costs as well as other obligations such as capital expenditures, service contracts, marketing, and development agreements. Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure and approximate timing of the transaction. Most arrangements are cancelable without a significant penalty, and with short notice, typically less than 90 days. At March 31, 2023, the purchase commitments and other obligations totaled $2.4 million of which all but $553,000 are expected to be paid over the next twelve months.

NOTE 7 – CONTINGENCIES

As of March 31, 2023, we were not a party to any legal proceedings or aware of any indemnification agreement claims, the adverse outcome of which in management’s opinion, individually or in the aggregate, would have a material adverse effect on our results of operations or financial position.

NOTE 8 – INCOME TAXES

Income tax expense for the first quarter of both 2023 and 2022, primarily related to foreign and minor state taxes. The first quarter of 2022, as a result of a dividend paid from our China subsidiary to the USA parent company, included $442,000 of income tax withheld and paid.

The effective tax rate differed from the statutory tax rate primarily due to the effect of valuation allowances, as well as foreign taxes. We have a valuation allowance of $9.3 million as of March 31, 2023. As of March 31, for both 2023 and 2022, our deferred tax assets and valuation allowance have been reduced by approximately $429,000 and $399,000, respectively, associated with the requirements of accounting for uncertain tax positions. Given the uncertainty created by our loss history, as well as the volatile and uncertain economic outlook for our industry and capital spending, we have limited the recognition of net deferred tax assets including our net operating losses and credit carryforwards and continue to maintain a valuation allowance for the full amount of the net deferred tax asset balance.

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NOTE 9 – EARNINGS PER SHARE

Basic earnings per share is calculated based on the weighted average number of common shares outstanding during each period. Diluted earnings per share is calculated based on these same weighted average shares outstanding plus the effect of potential shares issuable upon assumed exercise of stock options based on the treasury stock method.

Potential shares issuable upon the exercise of stock options are excluded from the calculation of diluted earnings per share to the extent their effect would be anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended
	March 31, 2023		March 31, 2022
(in thousands except per share data)
Numerator for basic and diluted earnings (loss) per share:
Net income (loss)	$	95	($1,820)

Denominator for basic earnings (loss) per share:
Weighted-average shares		8,818		8,622

Employee stock options and awards		211		-

Denominator for diluted earnings (loss) per share:
Adjusted weighted-average shares & assumed conversions of stock options		9,029		8,622

Basic and diluted earnings (loss) per share:
Basic earnings (loss) per share	$	0.01	($0.21)
Diluted earnings (loss) per share	$	0.01	($0.21)

Options to purchase 12,500 were outstanding as of March 31, 2023 and 2022, but were excluded from the computation of diluted earnings per share for the periods then ended because the options were anti-dilutive.

NOTE 10 – SHARE-BASED COMPENSATION

For share-based awards granted, we have recognized compensation expense based on the estimated grant date fair value method. For these awards we have recognized compensation expense using a straight-line amortization method reduced for estimated forfeitures.

The impact on our results of operations of recording share-based compensation, net of forfeitures, for the three months ended March 31, 2023 and 2022 were as follows:

	Three Months Ended
	March 31, 2023		March 31, 2022
(in thousands)
Cost of goods sold	$	18	$	15
Research and development		48		64
Selling, general and administrative		183		212
Total share-based compensation	$	249	$	291

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Equity awards granted during the three months ended March 31, 2023 and 2022 were as follows:

	Three Months Ended
	March 31, 2023		March 31, 2022

Restricted Stock Units		10,000		2,515

Non-employee directors Restricted Stock Units (“RSUs”) typically vest over the earlier of one year or the next annual meeting of shareholders and Non-Qualified stock options vest over three years and have a six-year exercise period. Employee RSUs typically vest annually over four years and employee Non-Qualified stock options typically vest quarterly over four years and have a six-year exercise period.

The remaining unamortized expected future equity compensation expense and remaining amortization period associated with unvested option grants, restricted stock awards and restricted stock unit awards at March 31, 2023 are:

	March 31, 2023

Unamortized future equity compensation expense (in thousands)	$	1,823
Remaining weighted average amortization period (in years)		2.37

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Item2. Management's Discussion and Analysis of Financial Condition and Results of Operations

General

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about themselves as long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this Annual Report on Form 10-K are forward-looking. In particular, statements herein regarding economic outlook, impact of COVID-19; Shanghai COVID-19 resurgence lockdown impact and timing; industry prospects and trends; expected business recovery; industry partnerships; future results of operations or financial position; future spending; breakeven revenue point; expected market decline, bottom or growth; market acceptance of our newly introduced or upgraded products or services; the sufficiency of our cash to fund future operations and capital requirements; development, introduction and shipment of new products or services; changing foreign operations; trade issues and tariffs; expected inventory levels; expectations for unsupported platform or product versions and related inventory and other charges; Russian invasion of Ukraine impacts; supply chain expectations; semiconductor chip shortages; inflation; currency rates and movements; impacts of new China emission standards; and any other guidance on future periods are forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or other future events. Moreover, neither Data I/O nor anyone else assumes responsibility for the accuracy and completeness of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this Annual Report. The Reader should not place undue reliance on these forward-looking statements. The following discussions and the 2022 Annual Report on Form 10-K section entitled “Risk Factors – Cautionary Factors That May Affect Future Results” describes some, but not all, of the factors that could cause these differences.

OVERVIEW

The first quarter of 2023 reflects strong revenues, gross margin, and profitability as well as growth in cash and working capital. It represented the third consecutive quarter of profitability and resumption of much more normal operations. The prior year comparison reflects COVID-19 and a host of other challenges that have positioned us where we are now in 2023.

COVID-19 Background and Update

During 2022, we continued to react to and manage our business relative to the COVID-19 pandemic. Early in the year as our business started to return to more normal in parts of the world, challenges arose that had difficulties for our business. During parts of the first and second quarters of 2022, our Shanghai facility and operations were shut down for two and a half months as required by China pursuant to their COVID Zero policy. This shutdown impacted our supply chains, shipping times, travel and, trade shows, and forced remote work. We were largely able to resume operations and begin recovery late in the second quarter and throughout the third quarter. Customers continued to restrict in-person sales and other visits. We continued to do business by converting these interactions to remote and virtual means as we have implemented new processes and technology. Our resilient supply chain model was able to support our customers by having alternate facilities that were open and responded to the critical impacts of the shutdown. Later in the fourth quarter of 2022, China’s COVID Zero policy was effectively cancelled. In December most of our employees in Shanghai China were out briefly with COVID-19 and we resumed normal operations early in 2023, however between COVID-19 and customers dealing with the implications of new emission standards effective mid-year, our China demand was soft during the first quarter of 2023.

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Other Major Impacts

The war in Ukraine starting in early 2022, while having little direct impact on us from Russia or Ukraine, affected supply chains, shipping, European economic uncertainty and energy concerns. Inflation impacted everyone. We believe we were able to adequately address inflation with pricing adjustments such that our margins were mostly maintained. The strengthening of the dollar created headwinds for revenues, as typically over 90% of our business is international. Interest rate hikes by central banks was a concern especially for cyclical industries with resulting worries about capital spending and planning for recessionary impacts. Certain labor markets were tight during the year causing recruiting challenges. The impact of semiconductor chip shortages that began mid-2021 continued well into 2022 and are not completely resolved yet in 2023. Many of the issues described here in the overview have caused supply chain disruptions and lead time unreliability, which we have managed through carefully maintaining and increasing key inventory levels. Finally on a brighter note, the continued outlook by industry analysts for automotive electronics remains strong based on the long-term forecast for a decade, which remains our primary market focus.

In the first quarter of 2023, our operations returned to be much more normal. The strong dollar impacts started to reverse during the fourth quarter of 2022 and have provided tail winds for revenue sequentially through the first quarter of 2023 especially for the Euro. Macroeconomic news, while improving, continues to be fairly negative. Inflation, while still elevated, appears to be diminishing. Interest rates continue to be higher, but an anticipated recession has not occurred. COVID-19, semiconductor shortages, shipping & supply chain issues, and domestic labor tightness slowing recruiting, are improving situations and no longer top of mind. Sales funnels have grown and provide optimism for future business. In person trade shows are occurring and generating leads. Industry partnerships are being formed. Travel and face-to-face customer meetings are happening. The new capabilities of supplier resilience, inventory and production in multiple locations, leveraging remote and virtual services, are capabilities to retain and build upon. We continue to manage our costs carefully and execute strategies for growth.

We are focusing our research and development efforts in our strategic growth markets, namely automotive electronics and IoT new programming technologies, secure supply chain solutions, automated programming systems and their enhancements for the manufacturing environment and software. At Data I/O, we are investing for the long-term to retain and extend our leadership position in automotive electronics and security deployment. We are continuing to develop technology to securely provision newer categories of semiconductors, including Secure Microcontrollers, Authentication Chips, and Secure Elements. We continue to focus on extending the capabilities and support for our product lines and supporting the latest semiconductor devices, including various configurations of NAND Flash, eMMC, UFS and microcontrollers on our newer products.

Our customer focus has been on global and strategic high-volume manufacturers in key market segments like automotive electronics, IoT, industrial controls and consumer electronics, as well as programming centers. Although the long-term prospects for our strategic growth markets should remain good, these markets and our business have been, and are likely to continue to be, adversely impacted COVID-19 and other global political and economic factors.

CRITICAL ACCOUNTING POLICY JUDGMENTS AND ESTIMATES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires that we make estimates and judgments, which affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, sales returns, bad debts, inventories, income taxes, warranty obligations, restructuring charges, contingencies such as litigation and contract terms that have multiple elements and other complexities typical in the capital equipment industry. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

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We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements:

Revenue Recognition: Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606) provides a single, principles-based five-step model to be applied to all contracts with customers. It generally provides for the recognition of revenue in an amount that reflects the consideration to which the Company expects to be entitled, net of allowances for estimated returns, discounts or sales incentives, as well as taxes collected from customers when control over the promised goods or services are transferred to the customer.

We expense contract acquisition costs, primarily sales commissions, for contracts with terms of one year or less and will capitalize and amortize incremental costs with terms that exceed one year. During 2023 and 2022, the impact of capitalization of incremental costs for obtaining contracts was immaterial. We exclude sales, use, value added, some excise taxes and other similar taxes from the measurement of the transaction price.

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Allowance for Doubtful Accounts: We base the allowance for doubtful accounts receivable on our assessment of the credit losses collectively expected for the future, as well as collectability of specific customer accounts and the aging of accounts receivable. If there is deterioration of a major customer’s credit worthiness or actual defaults are higher than historical experience, or events forecast that collectively indicate some impairment is expected, our estimates of the recoverability of amounts due to us could be adversely affected.

Inventory: Inventories are stated at the lower of cost or net realizable value. Adjustments are made to standard cost, which approximates actual cost on a first-in, first-out basis. We estimate reductions to inventory for obsolete, slow-moving, excess and non-salable inventory by reviewing current transactions and forecasted product demand. We evaluate our inventories on an item-by-item basis and record inventory adjustments accordingly. If there is a significant decrease in demand for our products, uncertainty during product line transitions, or a higher risk of inventory obsolescence because of rapidly changing technology and customer requirements, we may be required to increase our inventory adjustments and our gross margin could be adversely affected.

Warranty Accruals: We accrue for warranty costs based on the expected material and labor costs to fulfill our warranty obligations. If we experience an increase in warranty claims, which are higher than our historical experience, our gross margin could be adversely affected.

Tax Valuation Allowances: Given the uncertainty created by our loss history, as well as the current and ongoing cyclical and COVID-19 pandemic related uncertain economic outlook for our industry, capital and geographic spending, as well as income and current net deferred tax assets by entity and country, we expect to continue to limit the recognition of net deferred tax assets and accounting for uncertain tax positions and maintain the tax valuation allowances. At the current time, we expect, therefore, that reversals of the tax valuation allowance will take place as we are able to take advantage of the underlying tax loss or other attributes in carry forward or their use by future income or circumstances allow us to realize these attributes. The transfer pricing and expense or cost sharing arrangements are complex areas where judgments, such as the determination of arms-length arrangements, can be subject to challenges by different tax jurisdictions.

Share-based Compensation: We account for share-based awards made to our employees and directors, including employee stock option awards and restricted stock unit awards, using the estimated grant date fair value method of accounting. For options, we estimate the fair value using the Black-Scholes valuation model and an estimated forfeiture rate. Restricted stock unit awards are valued based on the average of the high and low price on the date of the grant and an estimated forfeiture rate. For both options and restricted awards, expense is recognized as compensation expense on the straight-line basis. Employee Stock Purchase Plan (“ESPP”) shares were issued under provisions that do not require us to record any equity compensation expense.

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RESULTS OF OPERATIONS:

NET SALES

	Three Months Ended
Net sales by product line	March 31, 2023		Change			March 31, 2022
(in thousands)
Automated programming systems	$	5,927		52.9	%	$	3,876
Non-automated programming systems		1,304		19.7	%		1,089
Total programming systems	$	7,231		45.6	%	$	4,965

	Three Months Ended
Net sales by location	March 31, 2023			Change			March 31, 2022
(in thousands)
United States	$	937			225.3	%	$	288
% of total		13.0	%					5.8	%

International	$	6,294			34.6	%	$	4,677
% of total		87.0	%					94.2	%

	Three Months Ended
Net sales by type	March 31, 2023		Change			March 31, 2022
(in thousands)
Equipment sales	$	4,051		55.4	%	$	2,607
Adapter sales		2,267		39.8	%		1,622
Software and maintenance		913		24.0	%		736
Total	$	7,231		45.6	%	$	4,965

Net sales in the first quarter of 2023 were $7.2 million, as compared with $5.0 million in the prior year period and $7.3 million in the fourth quarter of 2022. Sales in the first quarter of 2023 were seasonally strong compared to the challenges faced in the first quarter of 2022 with the Shanghai lockdown and the economic uncertainty attributed to the war in Ukraine.

First quarter 2023 bookings were $5.7 million, as compared with $6.2 million in the prior year period and $6.8 million in fourth quarter of 2022. We experienced softness in China in the first quarter of 2023, as they recovered from COVID-19 and in their preparation for new automotive emission standards. Longer term, we see potential for more demand driven by new production changes and especially the transition to electric vehicles (EV).

On a geographic basis, international sales represented approximately 87% of total net sales for the first quarter of 2023 compared with 94% in the prior year period. Total equipment sales were 56% of revenues, adapters were 31% and software and services revenues were 13% of revenues respectively in the first quarter of 2023 compared with 52% and 33% and 15% respectively for the first quarter of 2022. Automotive electronics represented 63% of orders for the quarter.

Backlog at March 31, 2023 was $3.2 million, as compared with $4.8 million at year end 2022 and $4.1 million at March 31, 2022. The backlog has returned to more normal levels compared to the build up caused by the COVID-19 Shanghai shutdown in 2022. Data I/O had $2.0 million in deferred revenue at the end of the first quarter of 2023 as compared with $1.7 million at the end of the first quarter of 2022.

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GROSS MARGIN

	Three Months Ended
	March 31, 2023			Change			March 31, 2022
(in thousands)
Gross margin	$	4,302			86.8	%	$	2,303
Percentage of net sales		59.5	%					46.4	%

Gross margin as a percentage of sales in the first quarter of 2023 was 59.5% as compared to 46.4% in the same period last year and 55.5% in the fourth quarter of 2022. The increase from the fourth quarter was primarily due to channel and product mix; more favorable currency exchange rates; and favorable factory variances. In the first quarter of 2022, there were significant issues, COVID-19 and the war in Ukraine that negatively impacted normal operations .

RESEARCH AND DEVELOPMENT

	Three Months Ended
	March 31, 2023			Change			March 31, 2022
(in thousands)
Research and development	$	1,625			0.6	%	$	1,616
Percentage of net sales		22.5	%					32.5	%

Research and development (“R&D”) expenses in the first quarter of 2023 were approximately the same as compared to the same period in 2022. We have maintained our investment in our product development and supporting our growth initiatives.

SELLING, GENERAL AND ADMINISTRATIVE

	Three Months Ended
	March 31, 2023			Change			March 31, 2022
(in thousands)
Selling, general &
administrative	$	2,508			22.5	%	$	2,048
Percentage of net sales		34.7	%					41.2	%

Selling, General and Administrative (“SG&A”) expenses were up in the first quarter of 2023 as compared to the same period in 2022. This was due to the higher sales volume and channel mix resulting in higher channel and sales commissions, as well as incentive compensation and recruiting costs. Cost control measures have remained in place during the first quarter of 2023 and are expected to continue in the second quarter of 2023.

INTEREST

	Three Months Ended
	March 31, 2023		Change	March 31, 2022
(in thousands)
Interest income	$	35	3400%	$	1

Interest income reflects higher rates and invested balances.

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INCOME TAXES

	Three Months Ended
	March 31, 2023			Change	March 31, 2022
(in thousands)
Income tax benefit (expense)	$	(35	)	(92.4%)	$	(458	)

Income tax benefit (expense) for the first quarter of both 2023 and 2022, primarily related to foreign and state taxes. During the first quarter of 2022, a China dividend withholding tax of $442,000 was paid in connection with a dividend repatriation to the US parent company.

Financial Condition

LIQUIDITY AND CAPITAL RESOURCES

March 31,

2023

Change

December 31,

2022

(in thousands)

Working capital

18,032

453

17,579

At March 31, 2023, our principal sources of liquidity consisted of existing cash and cash equivalents. Cash increased $358,000 from December 31, 2022 primarily from profitable operations offset in part paying off year end accruals for annual 401(k) matching contributions .

Our working capital increased $453,000 during 2023, primarily due to the reasons for the cash increase in the period. The company continues to have no debt.

Although we have no significant external capital expenditure plans currently, we expect to continue to carefully make and manage capital expenditures to support our business. We plan to increase our internally developed rental, security provisioning, sales demonstration and test equipment as we develop and release new products. Capital expenditures are currently expected to be funded by existing and internally generated funds.

As a result of our cyclical industry, significant product development, customer support and selling and marketing efforts, we have required substantial working capital to fund our operations. We have tried to balance our level of development spending with the goal of profitable operations.. We have implemented or have initiatives to implement geographic shifts in our operations, optimize real estate usage, reduce exposure to the impact of currency volatility and tariffs, increase product development differentiation, and controlling costs.

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We believe that we have sufficient cash or working capital available under our operating plan to fund our operations and capital requirements through the next one-year period, and beyond. We may require additional cash at the US headquarters, which could cause potential repatriation of cash that is held in our foreign subsidiaries. We currently do not have plans and/or intentions to make further repatriations. For any repatriation, there may be tax and other impediments to any repatriation actions. As many repatriations typically have associated withholding taxes, those withheld will be a current tax without generating a current or deferred tax benefit. Our working capital may be used to fund possible losses, business growth, project initiatives, share repurchases and business development initiatives including acquisitions, which could reduce our liquidity and result in a requirement for additional cash before that time. Any substantial inability to achieve our current business plan could have a material adverse impact on our financial position, liquidity, or results of operations and may require us to reduce expenditures and/or seek possible additional financing.

OFF-BALANCE SHEET ARRANGEMENTS

Except as noted in the accompanying consolidated financial statements in Note 6, “Other Commitments”, we have no off-balance sheet arrangements.

NON-GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) FINANCIAL MEASURES

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) was $253,000 in the first quarter of 2023 compared to ($1,223,000) in the first quarter of 2022. Adjusted EBITDA, excluding equity compensation (a non-cash item), was $502,000 in the first quarter of 2023, compared to ($932,000) in the first quarter of 2022.

Non-GAAP financial measures, such as EBITDA and adjusted EBITDA, should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding the Company’s results and facilitate the comparison of results. A reconciliation of net income to EBITDA and adjusted EBITDA follows:

NON-GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) FINANCIAL MEASURE RECONCILIATION

	Three Months Ended March 31,
	2023			2022
(in thousands)
Net Income (loss)	$	95		($1,820)
Interest (income)		(35	)		(1	)
Taxes		35			458
Depreciation & amortization		158			140
EBITDA earnings (loss)	$	253		($1,223)
Equity compensation		249			291
Adjusted EBITDA, excluding equity compensation	$	502		($932)

NEW ACCOUNTING PRONOUNCEMENTS

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective at the reasonable level of assurance. Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS

There were no changes made in our internal controls during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting which is still under the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013).

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of March 31, 2023, we were not a party to any material pending legal proceedings.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There are no material changes to the Risk Factors described in our Annual Report.

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

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

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Item 6. Exhibits

(a) Exhibits

10 Material Contracts:

None

31	Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002:
	31.1	Chief Executive Officer Certification
	31.2	Chief Financial Officer Certification
32	Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002:
	32.1	Chief Executive Officer Certification
	32.2	Chief Financial Officer Certification
101	Interactive Data Files Pursuant to Rule 405 of Regulation S-T

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SIGNATURES

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, thereunto duly authorized.

DATED: May 15, 2023

DATA I/O CORPORATION
(REGISTRANT)

By:	/s/Anthony Ambrose
Anthony Ambrose
President and Chief Executive Officer
(Principal Executive Officer and Duly Authorized Officer)

By:	/s/Joel S. Hatlen
Joel S. Hatlen
Vice President and Chief Operating and Financial Officer
Secretary and Treasurer
(Principal Financial Officer and Duly Authorized Officer)