General



FORWARD-LOOKING STATEMENTS



This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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; 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 Quarterly Report. The Reader
should not place undue reliance on these forward-looking statements. The
discussions above and in the section in Item 1A., Risk Factors "Cautionary
Factors That May Affect Future Results" in our Annual report on Form 10-K for
the year ended December 31, 2021, describe some, but not all, of the factors
that could cause these differences.



OVERVIEW



At Data I/O, we are investing for the long-term to retain and extend our
leadership position in automotive electronics and security deployment.  On the
product side, we continue to invest with a long-term focus towards expanding our
markets and creating unique value for our customers. This is true for both our
traditional core business as well as the emerging security deployment business.
Our strong cash position and balance sheet combined with our long-term view of
the market gives us the financial flexibility to make these investments.



Our short-term challenge continues to be operating in a cyclical, COVID-19
impacted, uncertain geopolitical, and rapidly evolving industry environment with
continued supply chain and semiconductor part shortage issues.  We continue to
balance industry changes, industry partnerships, new technologies, business
geography shifts, travel and customer restrictions, customer shut downs,
exchange rate volatility, trade issues and tariffs, COVID-19 impacts,
semiconductor chip shortages, increasing costs and strategic investments in our
business with the level of demand and mix of business we expect.  We continue to
manage our costs carefully and execute strategies for cash preservation,
protecting our employee base, addressing inflation impacts, and cost control.
Many of our employees continue to work remotely from home or on a hybrid basis,
with the essential production and process workers onsite as part of our
essential operations.



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. We are continuing
to develop technology to securely provision new categories of semiconductors,
including Secure Elements, Authentication Chips, and Secure Memory and Secure
Microcontrollers.  We continue to focus on extending the capabilities of our
programming systems and supporting the latest semiconductor devices, including
various configurations of NAND Flash, e-MMC, 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.




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Although the long-term prospects for our strategic growth markets should be
good, these markets and our business have been, and are likely to continue to
be, adversely impacted by the global pandemic of COVID-19.  Semiconductor chip
shortages have caused, and continue to cause issues and some automotive plant
interruptions.  This appears to be a lower impact, but lingering issue for 2022
and in some cases, drives consumable adapter demand in order to support
alternative chips.



The Shanghai COVID-19 related lockdown, which impacted our Shanghai facility
starting in March, ended in early June, and our facility is currently
operational.  The facility was operational at all times in the third quarter.
Because we have manufacturing facilities in Shanghai and Redmond, it has helped
us to be part of a resilient supply chain to our customers with dual production
of some products and local sourcing of many suppliers.



We continue to keep certain COVID-19 safety proceedures and limitations in our
facilities as the pandemic continues.  All of our facilities are subject to
restrictions and closure by governmental entities. The pandemic has and may
continue to impact our revenues in some geographies, our ability to obtain key
components and to manufacture our products, as well as sell, install and support
our products around the world. See also the detailed discussion of the impacts
of COVID-19 on our business and markets in Item 1A, Risk Factors in our annual
report on Form 10-K. The pandemic could have the effect of heightening many of
the other risks described in Item 1A of our Form 10-K. Annual projections on
spending, growth, mix, and profitability have been and are likely to be further
revised substantially as new information is obtained.



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.


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 2022 and 2021, 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.




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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.



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 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.



Allowance for Doubtful Accounts:  We base the allowance for doubtful accounts
receivable on our assessment of the 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, 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.




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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                                    Nine Months Ended

Net sales by     September 30,                    September 30,       September 30,                     September 30,
product line         2022           Change            2021                2022            Change            2021
(in
thousands)
Automated
programming                            (2.1                                                 (18.2
systems         $         5,414             %)   $         5,528     $        12,934              %)   $        15,817
Non-automated
programming
systems                   1,798        49.6 %              1,202               4,012          9.6 %              3,661
Total
programming                                                                                 (13.0
systems         $         7,212         7.2 %    $         6,730     $        16,946              %)   $        19,478

                               Three Months Ended                                    Nine Months Ended
Net sales by     September 30,                    September 30,       September 30,                     September 30,
location             2022           Change            2021                2022            Change            2021
(in
thousands)
United States   $           684       (25.8 %)   $           922     $         1,488        (11.2 %)   $         1,676
% of total                  9.5 %                           13.7 %               8.8 %                             8.6 %

International   $         6,528        12.4 %    $         5,808     $        15,458        (13.2 %)   $        17,802
% of total                 90.5 %                           86.3 %              91.2 %                            91.4 %

                               Three Months Ended                                    Nine Months Ended
Net sales by     September 30,                    September 30,       September 30,                     September 30,
type                 2022           Change            2021                2022            Change            2021
(in
thousands)
Equipment                              (0.9                                                 (19.7
sales           $         4,040             %)   $         4,077     $         9,274              %)   $        11,554
Adapter sales             2,330        22.6 %              1,901               5,378         (6.5 %)             5,751
Software and
maintenance                 842        12.0 %                752               2,294          5.6 %              2,173
Total
programming                                                                                 (13.0
systems         $         7,212         7.2 %    $         6,730     $        16,946              %)   $        19,478
Net sales in the third quarter of 2022 were $7.2 million, up 7% as compared with
$6.7 million in the third quarter of 2021.  The increase from the prior year
period primarily reflects higher overall demand for equipment, and higher
adapter sales from shipping backlog related to the Covid-19 related Shanghai
shutdown from mid-March to mid-June recovery, offset in part by lower revenue as
a result of the stronger US dollar. The prior year period included the impact of
semiconductor part shortages especially on automotive electronics business.
 Recurring and consumable revenues, which include adapter sales, represented
$3.2 million or 44% of total revenues in the third quarter 2022, as compared
with $2.7 million or 39% of the lower third quarter 2021 total.  Total capital
equipment sales were 56% of revenues, adapters were 32% and software and
services revenues were 12% of revenues respectively in the third quarter of 2022
compared with 55% and 30% and 15% respectively for the third quarter of 2021.



On a geographic basis, international sales represented approximately 91% of total net sales for the third quarter of 2022 compared with 86% in the prior year period.


Third quarter 2022 bookings were $7.1 million, up from $5.0 million in the third
quarter of the prior year.  The current quarter's bookings we believe were
impacted by the recovery from the Covid-19 related Shanghai shutdown, as well as
a resurgence of business demand in each of our geographies (Americas, Europe and
Asia), offset in part by the currency translation impact of the strong dollar.




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Backlog at September 30, 2022 was approximately $4.9 million, down from $5.8
million at June 30, 2022 and up from $3.3 million at September 30, 2021. The
backlog draw down from June 30th relates primarily to build and shipment of
production related to the prior quarter Shanghai Covid shutdown.  Data I/O had
$2.0 million in deferred revenue at the end of the third quarter of 2022,
including one delivered system waiting for final acceptance, as compared with
$1.5 million at the end of fourth quarter of 2021.



GROSS MARGIN



                             Three Months Ended                                     Nine Months Ended
              September 30,                      September 30,       September 30,                     September 30,
                  2022             Change            2021                2022             Change           2021
(in
thousands)
Gross                                                                                     (18.6  %)
margin       $         4,111            0.6 %   $         4,088     $         9,172                   $        11,263
Percentage
of net
sales                   57.0 %                             60.7 %              54.1 %                            57.8 %




Gross margins at 57.0% in the third quarter were down from 60.7% in the third
quarter of 2021. The decrease was primarily due to currency strength of the US
Dollar, which is up approximately 15% versus the Euro and Yuan, offset in part
by net favorable factory variances.



RESEARCH AND DEVELOPMENT

                              Three Months Ended                                   Nine Months Ended
               September 30,                      September 30,       September 30,                 September 30,
                   2022            Change             2021                2022           Change         2021
(in
thousands)
Research
and
development   $         1,432         (17.2 %)   $         1,730     $         4,605               $         5,009
Percentage
of net
sales                    19.9 %                             25.7 %              27.2 %                        25.7 %




Research and development ("R&D") expenses in the third quarter of 2022 were $1.4
million and decreased by approximately $298,000 from the prior year period
primarily due to lower incentive compensation and consulting expenses as well as
the impact of the strong US Dollar translation of foreign subsidiary costs

and
spending discipline.


SELLING, GENERAL AND ADMINISTRATIVE



                                Three Months Ended                          

Nine Months Ended


                  September 30,                    September 30,       September 30,                    September 30,
                      2022           Change            2021                2022           Change            2021
(in thousands)
Selling,
general &
administrative   $         1,967       (11.2 %)   $         2,216     $         5,943        (6.1 %)   $         6,332
Percentage of
net sales                   27.3 %                           32.9 %              35.1 %                           32.5 %




Selling, General and Administrative ("SG&A") expenses in the third quarter of
2022 were $2.0 million and decreased by approximately $249,000 from the prior
year period primarily due to lower incentive compensation as well as the impact
of the strong US Dollar translation of foreign subsidiary costs and spending
discipline. The cost control measures have remained in place during the first
three quarters of 2022 and are expected to continue in the fourth quarter of
2022.




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INTEREST

                                 Three Months Ended                                     Nine Months Ended
                   September 30,                     September 30,       September 30,                     September 30,
                       2022             Change           2021                2022             Change           2021
(in thousands)
Interest income   $             9          12.5 %   $             8     $            11           0.0 %   $            11



Interest income was higher in the third quarter 2022 compared to the same period in 2021 primarily due to interest received on the AMT refund.





INCOME TAXES

                          Three Months Ended                               Nine Months Ended
             September 30,                   September 30,    September 30,                  September 30,
                 2022           Change           2021             2022          Change           2021
(in
thousands)
Income tax
benefit              ($181                           ($112            ($700                          ($219 )
(expense)                  )        61.6 %                 )                )      219.6 %



Income tax benefit (expense) for the third quarter of both 2022 and 2021, primarily related to foreign and minor state taxes. For the nine months ended September 30, 2022 tax expense also included dividend withholding tax.





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 $8.3 million as of September 30, 2022.  As of September 30, for
both 2022 and 2021, our deferred tax assets and valuation allowance have been
reduced by approximately $412,000 and $381,000, 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.



Financial Condition


LIQUIDITY AND CAPITAL RESOURCEs



                   September 30,                  December 31,
                       2022           Change          2021
(in thousands)
Working capital   $        16,490     ($1,994 )  $       18,484




At September 30, 2022, our principal sources of liquidity consisted of existing
cash and cash equivalents.  Cash decreased $3.1 million from December 31, 2021
primarily due to funding the operating loss and 2021 year end accruals.



Net working capital at the end of the third quarter of 2022, compared to December 31, 2021, decreased approximately $2.0 million to $16.5 million, primarily due to funding the operating loss.





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 or managing lower
business levels related to COVID-19.  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, adjust pricing relative to inflation,

and
control 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 U.S.
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 amounts 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 5, "Leases" and 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
$1.2 million in the third quarter of 2022 compared to $284,000 in the third
quarter of 2021.  Adjusted EBITDA, excluding equity compensation (a non-cash
item), was $1.4 million in the third quarter of 2022, compared to $564,000 in
the third quarter of 2021.



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               Nine Months Ended
                                        September 30,                   September 30,
                                    2022             2021           2022              2021
(in thousands)
Net Income (loss)                $       847       $      12         ($1,630 )          ($350 )
Interest (income)                         (9 )            (8 )           (11 )            (11 )
Taxes                                    181             112             700              219
Depreciation & amortization              148             168             441              516
EBITDA earnings (loss)           $     1,167       $     284          ($500)        $     374
Equity compensation                      264             280             935              960
Adjusted EBITDA, excluding
equity compensation              $     1,431       $     564     $       435        $   1,334




New Accounting Pronouncements


See Note 1 of Notes to Condensed Consolidated Financial Statements included in Part 1, Item 1 for a discussion of new accounting pronouncements.

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