daio_8k.htm

   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 8-K

  

CURRENT REPORT 

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 23, 2022

     

Data I/O Corporation

(Exact name of registrant as specified in its charter)

 

Washington

 

0-10394

 

91-0864123

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

6645 185th Ave. N.E., Suite 100, Redmond, WA 98052

(Address of principal executive offices, including zip code) 

  

(425) 881-6444

(Registrant’s telephone number, including area code) 

  

Not Applicable

(Former name or former address, if changed since last report) 

 

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:

 

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

 

DAIO

 

NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 ☐

  

 

 

 

Items reported in this filing:

Item 2.02 Results of Operation and Financial Condition

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Item 9.01 Financial Statements and Exhibits

Item 2.02 Results of Operation and Financial Condition 

  

A press release announcing fourth quarter 2021 results was made February 24, 2022 and a copy of the release is being furnished as Exhibit 99.0 in this current report.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers 

 

On February 23, 2022, Mark Gallenberger notified the Board of Directors that he will not seek election for another term on the Board of Directors at the Annual Meeting on May 19, 2022. His decision was not the result of any disagreement with Data I/O or its management.

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

On February 23, 2022, the Board of Directors of Data I/O Corporation appointed Edward J. Smith to the Board effective on that date. He was named to the Audit Committee, Compensation Committee, and Corporate Governance & Nominating Committee of the Board. As of February 23, 2022, Cheemin Bo-Linn will no longer be a member of the Audit Committee.

 

Mr. Smith is a globally recognized leader in the electronics and semiconductor distribution industries. As CEO of SMTC since 2017 when it was publicly traded on Nasdaq, he led the company through 3 years of growth including a series of acquisitions until being acquired by an affiliate of H.I.G. Capital in 2021. Mr. Smith is a seasoned and successful executive with more than 25 years’ experience in the EMS industry and the electronic components distribution industry. Prior to joining SMTC, he served as President of Avnet Inc. for 7 years and held various other senior positions since 1994. At Avnet, he grew the Americas component operations from $1.2 billion to $4.0 billion, and started a global embedded business which grew to $2.2 billion in 7 years. Earlier, Mr. Smith served as President and Chief Executive Officer of SMTEK International Inc., a tier II manufacturer in the EMS industry, from 2002 to 2004. Under his leadership, SMTEK’s share price increased from $0.35 to $15.23 when it was acquired. Mr. Smith also has gained extensive corporate governance experience while serving on a number of boards as a director. He has served on numerous private company and non-profit boards and currently serves on the board of directors at Aqua Metals, Inc. (NASDAQ: AQMS) and previously SMTC Corporation (NASDAQ: SMTX). He is also the founder and currently runs the We Will Never Forget charitable foundation in honor of the victims and first responders of the attacks on 9/11.

 

There were no arrangements or understandings pursuant to which he was selected. There have been no related person transactions. He was identified as a candidate through a shareholder suggestion. He will receive prorated the Data I/O Director standard retainer compensation and a grant of Restricted Stock Units equivalent to the prorated annual Director grant using the fair value on the date of appointment and vesting as of the next annual meeting of shareholders.

Item 9.01 Financial Statements and Exhibits. 

  

(d) Exhibits

 

Exhibit No.

 

Description

99.0

 

Press Release: Data I/O Reports Fourth Quarter 2021 Results

 

 

2

 

 

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.

 

 

Data I/O Corporation

 

 

 

 

 

February 25, 2022

By: 

/s/ Joel S. Hatlen 

 

 

 

Joel S. Hatlen

Vice President

Chief Operating and Financial Officer

 

 

 

3

 

EXHIBIT 99.0

Data I/O Reports Fourth Quarter 2021 Results

 

27% Revenue Growth for the Year on Automotive and Consumables Growth

 

Redmond, WA – February 24, 2022 -- Data I/O Corporation (NASDAQ: DAIO), the leading global provider of advanced security and data deployment solutions for microcontrollers, security ICs and memory devices, today announced financial results for the fourth quarter ended December 31, 2021.

 

Fourth Quarter 2021 Highlights

·

Net sales of $6.4 million, up 29% from the prior year; bookings of $6.2 million

·

Quarter-end backlog of $2.9 million

·

Gross margin as a percentage of sales of 54.4%

·

Net loss of ($205,000) or ($0.02) per share

·

Adjusted EBITDA* of $117,000

·

Cash & Equivalents of $14.2 million; no debt

·

Received 2021 GLOBAL Technology Award for SentriX Product Creator™ tool suite

 

Full Year 2021 Highlights

·

Net sales of $25.8 million, up 27% from the prior year; bookings of $25.5 million

·

Gross margin as a percentage of sales of 57.0%

·

Net loss of ($555,000) or ($0.06) per share

·

Adjusted EBITDA of $1.5 million

·

Automotive Electronics represented 58% of bookings for 2021

·

Increased SentriX® bookings and revenue over 100%

·

Deployment of over 390 PSV systems worldwide

 

 

*

Adjusted EBITDA is a non-GAAP financial measure. A reconciliation is provided in the tables of this press release.

 

Management Comments

 

Commenting on the fiscal year ended December 31, 2021, Anthony Ambrose, President and CEO of Data I/O Corporation, said, “2021 was a bounce back year from the depths of the COVID-19 induced automotive recession. We reported strong annual revenue growth of 27% and a doubling of sales for our new SentriX® security provisioning platform in 2021. Our performance in the fourth quarter and full year was driven by the continuing recovery in the automotive electronics market, solid delivery performance of our factories in challenging conditions, and strength in sales of adapters.

 

“A critical component of our plan are increases in recurring revenues associated with sales of consumable adapters, software and services. Our increasing installed base of PSV machines provides recurring and consumable revenues which supplement our capital equipment sales. At the end of 2021, our PSV installed base increased to over 390 systems, up from approximately 330 at the end of the prior year. For the first time, we sold a SentriX system to an OEM. This sale included a recurring software license. We also announced the first upgrade of an installed PSV machine to add secure provisioning. We have proven in 2021 that we can monetize our software and equipment to serve the needs of our clients while bolstering our financial position. Total consumable revenue grew for the fourth consecutive year on the strength of adapter sales.

 

 
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“The resiliency of our supply chain has been a strong mitigating factor that led to our improved performance, which included gross margins increasing to 57% and our return to adjusted EBITDA profitability in 2021. We delivered consistently despite semiconductor shortages, supply disruptions and shipping challenges. Inflation has picked up in 2021 and we have responded accordingly with a December price increase across the product lines.

 

“Bookings of $25.5 million in 2021 increased 23% over the prior year and reached the highest level since 2018. The recovery in automotive has been metered somewhat due to inadequate silicon supply that has hampered automobile builds. As silicon shortages ease, we see a short-term demand driver and a long term 10-15% compounded annual growth rate for the next decade for semiconductor content in automotive electronics. Contributing to this demand profile is the accelerating adoption of electric vehicles (EV) which consume an estimated three times as much semiconductor content per vehicle as compared to an internal combustion engine automobile. In addition to key customer wins in 2021, we have been working very closely with EV-related technology companies and continue to invest in our platforms to support this high growth segment of the market.

 

“As we look forward to 2022, celebrating our 50th year in business, we are confident that our industry leading secure programming technology platform, automotive momentum, resilient supply chain and strong balance sheet position us to capitalize on demand supported by exciting high growth secular trends. We are planning for double-digit bookings growth, consistent with the long-term double-digit semiconductor growth rate in the automotive electronics industry. We are planning for significantly higher SentriX growth rates building off of our record 2021.”

 

Fourth Quarter and Full Year 2021 Financial Results

 

Net sales in the fourth quarter of 2021 were $6.4 million, up 29% as compared with $4.9 million in the fourth quarter of 2020. The increase from the prior year period primarily reflects higher overall demand for equipment, higher adapter usage and the growing installed base of systems throughout the world. Total recurring and consumable revenues represented $2.9 million or 46% of total revenues in the fourth quarter 2021, as compared with $2.4 million or 48% of the lower fourth quarter 2020 total. For all of 2021, net sales were $25.8 million, up 27% from $20.3 million in 2020. Total recurring and consumable revenues represented $10.8 million or 42% of the total in 2021, an increase from $8.8 million or 44% in 2020.

 

Fourth quarter 2021 bookings were $6.2 million, up from $5.0 million in the third quarter 2021 and $6.0 million in the fourth quarter of the prior year. Bookings for all of 2021 were $25.5 million, up from $20.8 million in 2020. Backlog at December 31, 2021 was approximately $2.9 million, down from approximately $3.3 million at September 30, 2021 and $3.9 million at December 31, 2020.

 

Gross margin as a percentage of sales was 54.4% in the fourth quarter of 2021, as compared to 47.0% in the same period of the prior year. The difference in gross margin as a percentage of sales primarily reflects the impact of higher sales volume on relatively fixed costs, improved factory variances and product mix in the 2021 period, partially offset by higher costs during the fourth quarter of 2021. For all of 2021, gross margin was 57.0%, compared to 53.2% for the prior year.

 

 
2

 

 

Net loss in the fourth quarter of 2021 was ($205,000), or ($0.02) per share, compared with a net loss of ($1,646,000), or ($0.20) per share, for the fourth quarter of 2020. Included in net loss are foreign currency transaction losses of ($138,000) for the fourth quarter of 2021 and ($211,000) for the fourth quarter of 2020. For the full year, a net loss of ($555,000), or ($0.06) per share, in 2021 was down from a net loss of ($3,964,000), or ($0.48) per share, in 2020. The primary differences between the quarterly and annual periods reflects higher sales volumes and improved gross margins in the 2021 periods and one-time expenses in the prior year periods, which was partially offset by higher incentive compensation in 2021.

 

Adjusted earnings before interest, taxes, depreciation and amortization, which excludes equity compensation, impairment and related non-cash, one-time items, (“Adjusted EBITDA”) was $117,000 in the fourth quarter of 2021, compared to Adjusted EBITDA of ($194,000) in the fourth quarter of 2020. For the full year, Adjusted EBITDA was $1,451,000 in 2021, compared to ($366,000) in 2020.

 

Data I/O’s financial condition remained strong with cash of $14.2 million at December 31, 2021, flat as compared with September 30, 2021 and December 31, 2020. Data I/O had net working capital of $18.5 million at December 31, 2021, flat as compared to September 30, 2021 and an improvement from $18.1 million at December 31, 2020. The Company continues to have no debt.

 

Conference Call Information

 

A conference call discussing financial results for the fourth quarter ended December 31, 2021 will follow this release today at 2 p.m. Pacific Time/5 p.m. Eastern Time. To listen to the conference call, please dial 412-317-5788. A replay will be made available approximately one hour after the conclusion of the call. To access the replay, please dial 412-317-0088, access code 2966376. The conference call will also be simultaneously webcast over the Internet; visit the Webcasts and Presentations section of the Data I/O Corporation website at www.dataio.com to access the call from the site. This webcast will be recorded and available for replay on the Data I/O Corporation website approximately one hour after the conclusion of the conference call. 

 

About Data I/O Corporation

 

Since 1972 Data I/O has developed innovative solutions to enable the design and manufacture of electronic products for automotive, Internet-of-Things, medical, wireless, consumer electronics, industrial controls and other electronic devices. Today, our customers use Data I/O security deployment and programming solutions to reliably, securely, and cost-effectively bring innovative new products to life. These solutions are backed by a global network of Data I/O support and service professionals, ensuring success for our customers.

 

__________________

Learn more at dataio.com

 

Forward Looking Statement and Non-GAAP financial measures

 

Statements in this news release concerning economic outlook, expected revenue, expected margins, expected savings, expected results, orders, deliveries, backlog and financial positions, silicon chip shortages, supply chain expectations, as well as any other statement that may be construed as a prediction of future performance or events are forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statement disclaimers also apply to the global COVID-19 pandemic, including the expected effects on the Company’s business from COVID-19, the duration and scope, impact on the demand for the Company’s products, and the pace of recovery for the COVID-19 pandemic to subside. These factors include uncertainties as to the ability to record revenues based upon the timing of product deliveries, installations and acceptance, accrual of expenses, coronavirus related business interruptions, changes in economic conditions, part shortages and other risks including those described in the Company’s filings on Forms 10-K and 10-Q with the Securities and Exchange Commission (SEC), press releases and other communications.

 

 
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Non-GAAP financial measures, such as EBITDA, Adjusted EBITDA excluding equity compensation and impairment & related charges, and Adjusted gross margin 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.

 

Contacts:

 

Joel Hatlen

 

Chief Operating and Financial Officer

 

Data I/O Corporation

6645 185th Ave. NE, Suite 100

 

Redmond, WA 98052

 

 

 

Darrow Associates, Inc.

 

Jordan Darrow

 

(512) 551-9296

[email protected]

 

 

- tables follow -

 

 
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DATA I/O CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(UNAUDITED)

 

 

 

Three Months Ended

December 31,

 

 

Twelve Months Ended

December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$ 6,357

 

 

$ 4,941

 

 

$ 25,835

 

 

$ 20,328

 

Cost of goods sold

 

 

2,900

 

 

 

2,619

 

 

 

11,115

 

 

 

9,506

 

Gross margin

 

 

3,457

 

 

 

2,322

 

 

 

14,720

 

 

 

10,822

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

1,626

 

 

 

1,594

 

 

 

6,635

 

 

 

6,357

 

Selling, general and administrative

 

 

2,026

 

 

 

1,567

 

 

 

8,358

 

 

 

6,891

 

Impairment

 

 

-

 

 

 

652

 

 

 

-

 

 

 

652

 

Total operating expenses

 

 

3,652

 

 

 

3,813

 

 

 

14,993

 

 

 

13,900

 

Operating income (loss)

 

 

(195 )

 

 

(1,491 )

 

 

(273 )

 

 

(3,078 )

Non-operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

-

 

 

 

1

 

 

 

11

 

 

 

14

 

Gain on sale of assets

 

 

21

 

 

 

-

 

 

 

21

 

 

 

-

 

Foreign currency transaction gain (loss)

 

 

(138 )

 

 

(211 )

 

 

(202 )

 

 

(513 )

Total non-operating income (loss)

 

 

(117 )

 

 

(210 )

 

 

(170 )

 

 

(499 )

Income (loss) before income taxes

 

 

(312 )

 

 

(1,701 )

 

 

(443 )

 

 

(3,577 )

Income tax (expense) benefit

 

 

107

 

 

 

55

 

 

 

(112 )

 

 

(387 )

Net income (loss)

 

($205)

 

 

($1,646)

 

 

($555)

 

 

($3,964)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

($0.02)

 

 

($0.20)

 

 

($0.06)

 

 

($0.48)

 

Diluted earnings (loss) per share

 

($0.02)

 

 

($0.20)

 

 

($0.06)

 

 

($0.48)

 

Weighted-average basic shares

 

 

8,621

 

 

 

8,416

 

 

 

8,545

 

 

 

8,333

 

Weighted-average diluted shares

 

 

8,621

 

 

 

8,416

 

 

 

8,545

 

 

 

8,333

 

 

 
5

 

 

DATA I/O CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(UNAUDITED)

 

 

 

December 31,

2021

 

 

December 31,

2020

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$ 14,190

 

 

$ 14,167

 

Trade accounts receivable, net of allowance for

 

 

 

 

 

 

 

 

doubtful accounts of $89 and $66, respectively

 

 

3,995

 

 

 

2,494

 

Inventories

 

 

6,351

 

 

 

5,270

 

Other current assets

 

 

737

 

 

 

1,319

 

TOTAL CURRENT ASSETS

 

 

25,273

 

 

 

23,250

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment – net

 

 

946

 

 

 

1,216

 

Other assets

 

 

2,838

 

 

 

1,126

 

TOTAL ASSETS

 

$ 29,057

 

 

$ 25,592

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable

 

$ 1,373

 

 

$ 1,245

 

Accrued compensation

 

 

2,496

 

 

 

1,509

 

Deferred revenue

 

 

1,507

 

 

 

1,068

 

Other accrued liabilities

 

 

1,413

 

 

 

1,307

 

Income taxes payable

 

 

-

 

 

 

62

 

TOTAL CURRENT LIABILITIES

 

 

6,789

 

 

 

5,191

 

 

 

 

 

 

 

 

 

 

Operating lease liabilities

 

 

2,277

 

 

 

588

 

Long-term other payables

 

 

138

 

 

 

174

 

 

 

 

 

 

 

 

 

 

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, 8,621,007 shares as of December 31,

 

 

 

 

 

 

 

 

2021 and 8,416,335 shares as of December 31, 2020

 

 

20,886

 

 

 

20,071

 

Accumulated earnings (deficit)

 

 

(2,011 )

 

 

(1,456 )

Accumulated other comprehensive income

 

 

978

 

 

 

1,024

 

TOTAL STOCKHOLDERS’ EQUITY

 

 

19,853

 

 

 

19,639

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$ 29,057

 

 

$ 25,592

 

 

 
6

 

 

DATA I/O CORPORATION

NON-GAAP FINANCIAL MEASURE RECONCILIATION

 

 

 

Three Months Ended

December 31,

 

 

Twelve Months Ended

December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (loss)

 

($205)

 

 

($1,646)

 

 

($555)

 

 

($3,964)

 

Interest (income)

 

 

-

 

 

 

(1 )

 

 

(11 )

 

 

(14 )

Taxes

 

 

(107 )

 

 

(55 )

 

 

112

 

 

 

387

 

Depreciation and amortization

 

 

150

 

 

 

194

 

 

 

667

 

 

 

815

 

EBITDA earnings (loss)

 

($162)

 

 

($1,508)

 

 

$ 213

 

 

($2,776)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity compensation

 

 

279

 

 

 

371

 

 

 

1,238

 

 

 

1,467

 

Impairment & related

 

 

-

 

 

 

943

 

 

 

-

 

 

 

943

 

Adjusted EBITDA, excluding equity compensation and impairment & related charges

 

$ 117

 

 

($194)

 

 

$ 1,451

 

 

($366)

 

 

 
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