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Item 2. Management’s Discussion and Analysis

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The following discussions and the 2024 Annual Report on Form 10-K section entitled “Risk Factors – Cautionary Factors That May Affect Future Results” describe some, but not all, of the factors that could cause these differences.

Data I/O continued to make progress in key operational areas during the second quarter, despite a challenging global economic environment.

The second quarter represents a continuation in proving the growth and market expansion strategies being implemented over the past several months.

Data I/O continued to make progress in key operational areas during the third quarter, despite a challenging global economic environment.

The third quarter represents a continuation in proving the growth and market expansion strategies being implemented over the past several months.

At the same time, efficiency improvements and streamlining operations resulted in a lower cost basis for manufacturing and overhead.

We are focused on improvements to our core programming platform and received a significant automated programming system order late in the second quarter from a leading global automotive EV supplier.

We are encouraged to see customers increase the utilization of their existing systems, which results in a greater need for engineering and maintenance services and heightened demand for consumable adapters, and represent a high margin source of revenue.

We are focused on improvements to our core programming platform and received several industry awards for our innovative new products.

Our customers’ end markets have seen some weakening of demand which has affected sell-through of microcontrollers, security ICs and memory devices, which we believe has been partially offset by customers’ increased utilization of their existing systems.

The net effect has been some greater need for engineering and maintenance services but also some lumpiness in demand for consumable adapters.

Overall demand for capital equipment continued to be negatively impacted by global trade and tariff negotiations throughout most of the third quarter.

However, the Company’s ongoing supply chain planning and other actions have helped mitigate the impact of new tariffs, trade and inflationary pressures, including shifting material sourcing and product manufacturing.

We continue to grow our pipeline of opportunities beyond the automotive sector including a revitalization of our activities with semiconductor companies and forging strategic product development relationships with leading firms serving the memory and microcontroller sectors.

Combined with continued efforts to expand our market reach, we expect to deliver revenue growth through end market diversification and an enhanced consultative sales process.

Overall demand for capital equipment continued to be negatively impacted by ongoing global trade and tariff negotiations throughout most of the second quarter.

However, ongoing supply chain planning and other actions have helped mitigate the impact of new tariffs, trade and inflationary pressures, including shifting material sourcing and product manufacturing.

Significant progress has been made in a short period of time against a backdrop of significant economic and cross-border trade uncertainty.

We remain cautious given the near-term headwinds, as this has created additional strain on the economy and stalled capital investments.

Significant operational and product progress has been made in a short period of time against a backdrop of significant economic and cross-border trade uncertainty.

We remain cautious given the near-term headwinds, as this has created additional strain on the global economy, affected customers’ end markets, and stalled capital investments.

We remain focused on setting the business up for sustainable growth by driving innovation, enhancing our products and improving our value proposition.

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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 the current and prior period quarters, the impact of capitalization of incremental costs for obtaining contracts were 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 installation expectations.

We enter into arrangements with multiple performance obligations that arise during the sale of a system that could include hardware, software, installation, services and support and extended maintenance components.

We allocate the transaction price of each element based on the relative selling price.

Relative selling price is based on the selling price of the standalone system.

Installation, services and support costs are based on the discount given to distributors who perform these services.

For software maintenance performance obligations, we use the charge for annual software maintenance renewals after the expiration of the initial warranty coverage.

Revenue is recognized on the system based on shipping terms, software based on delivery, installation and services based on completion of work and software maintenance and extended warranty support ratably over the term of the agreement, typically one year.

When we license software separately, we recognize revenue upon the transfer of control of the software, which is generally upon delivery, provided that only immaterial items in the context of the contract with the customer 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 are sold in our normal and ordinary course of business with standard warranty coverage.

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 Credit Losses:

Allowance for credit losses is based on our assessment of the 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.

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 cyclical 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 in which 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, performance stock unit 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 and performance 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 options, performance and restricted stock unit 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.

There have been no changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates discussed in the Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 1, 2025, as described in Note 1.

Description of Business and Summary of Significant Accounting Policies to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

RESULTS OF OPERATIONS:

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Software and maintenance

Net sales in the second quarter of 2025 were $5.9 million, compared with $5.1 million in the prior year period and $6.2 million in the first quarter of 2025.

First quarter 2025 revenues were elevated due to the completion of a large order received in the first quarter 2024.

Overall demand for capital equipment continued to be negatively impacted by ongoing global trade and tariff negotiations through most of the second quarter 2025.

Net sales in the third quarter of 2025 were $5.4 million, compared with $5.4 million in the prior year period and $5.9 million in the second quarter of 2025.

Overall demand for capital equipment continued to be negatively impacted by ongoing global trade and tariff negotiations throughout most of the third quarter of 2025.

Sales rhythms were also disrupted somewhat by the ransomware incident experienced by the Company in August;

however, management believes this impacted timing rather than volume of sales.

Net sales of consumable adapters and services revenue represented 49% of total revenue and provide a stable base of re-occurring revenue.

Total equipment sales were 50% of revenues, adapters were 39% and software and services revenues were 11% of revenues compared with 46% and 36% and 18% respectively in the second quarter of 2024.

For 2025 year to date, equipment sales were 52% of revenues, adapters were 35% and software and services revenues were 13% of revenues compared with 2024 year to date sales of 51% and 33% and 16% respectively.

On a geographic basis, international sales represented approximately 95% of total net sales for the second quarter of 2025 compared with 88% in the prior year period.

Bookings increased in the latter half of the second quarter as customers had been delaying purchase decisions amid ongoing global trade and tariff concerns.

Second quarter 2025 bookings were $5.8 million, up from $4.6 million in the first quarter 2025 and $5.6 million in the second quarter 2024.

Second quarter 2025 bookings and backlog include an order for 10 PSV automated pro-gaming systems with LumenX programming platform from one of the largest EV manufacturing suppliers in China valued at over $1.4 million which is expected to be delivered during the second half of the year.

Automotive electronics, a primary business segment in the second quarter of 2025, was 66% of second quarter 2025 bookings.

Backlog at June 30, 2025, was $2.8 million, down from $3.0 million at the end of the prior quarter.

Deferred revenue was $1.3 million on June 30, 2025, down from $1.5 million on March 31, 2025.

Total equipment sales in the third quarter of 2025 were 51% of revenues, adapter sales were 32% and software and maintenance revenues were 17% of revenues compared with 46% and 37% and 17% respectively in the third quarter of 2024.

For 2025 year to date, equipment sales were 52% of revenues, adapter sales were 35% and software and maintenance revenues were 13% of revenues compared with 2024 year to date sales of 50% and 34% and 16% respectively.

On a geographic basis, international sales represented approximately 99% of total net sales for the third quarter of 2025 compared with 93% in the prior year period.

Bookings increased in the latter half of the third quarter as customers had been delaying purchase decisions amid ongoing global trade and tariff concerns and as sales processes disrupted by the ransomware incident resumed.

Third quarter 2025 bookings were $5.1 million, down from $5.8 million in the second quarter 2025 and up from $4.7 million in the third quarter 2024.

Automotive electronics, a core market vertical in the third quarter of 2025, was 65% of third quarter 2025 bookings.

Backlog at September 30, 2025, was $2.7 million, down from $2.8 million at the end of the prior quarter.

Deferred revenue was $1.4 million on September 30, 2025, up from $1.3 million on June 30, 2025.

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Percentage of net sales

Gross margin as a percentage of sales in the second quarter of 2025 was 49.8% as compared to 54.5% in the same period last year and 51.6% in the first quarter of 2025.

A lower margin product mix and configuration of automated systems driven by a large customer order led to reduced margins.

Gross margin as a percentage of sales in the third quarter of 2025 was 50.7% as compared to 53.9% in the same period last year and 49.8% in the second quarter of 2025.

Margins recovered sequentially as the second quarter’s lower margin product mix and configuration of automated systems driven by a large customer order passed through the system.

Direct material costs remained steady and consistent with prior periods.

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Percentage of net sales

Research and development (“R&D”) expenses increased in the second quarter of 2025 as compared to the same period in 2024.

The increase is due to transition to new R&D programs and the associated changes in project and outside services spending.

Research and development (“R&D”) expenses increased in the third quarter of 2025 as compared to the same period in 2024.

The increase is due to transition to new R&D programs, increased investment in the Company’s core platform, and the associated changes in project and outside services spending.

SELLING, GENERAL AND ADMINISTRATIVE

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Selling, General and Administrative (“SG&A”) expenses were higher in the second quarter of 2025 as compared to the same period in 2024.

Second quarter spending increase includes higher compensation expenses and leadership and other human resource transition requirements that continued through June 30, 2025.

Selling, General and Administrative (“SG&A”) expenses were higher in the third quarter of 2025 as compared to the same period in 2024.

The third quarter spending increase includes higher compensation expenses and leadership and other human resource transition requirements that continued through September 30, 2025.

In addition, there were significant expenses associated with the remediation of and recovery from the August ransomware incident.

Continued efficiency improvements and cost reduction efforts remain a focus.

SHARE BASED COMPENSATION

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Share-based compensation

Third quarter 2025 shared-based compensation of $115,000 was $189,000 lower compared to the prior year period due to staff reductions and retirements since the fourth quarter of 2024.

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Interest income

Interest income was lower in the second quarter of 2025 compared to the same period in 2024 due to lower interest rates and invested balances.

Interest income was lower in the third quarter of 2025 compared to the same period in 2024 due to lower interest rates and invested balances.

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Income tax benefit (expense)

Income tax benefit (expense) for the second quarter of 2025 and 2024 primarily related to foreign and state taxes.

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 $9.1 million as of June 30, 2025.

As of June 30, 2025 and 2024, our deferred tax assets and valuation allowance have been reduced by approximately $447,000 and $437,000, respectively.

We have a valuation allowance of $9.3 million as of September 30, 2025.

As of September 30, 2025 and 2024, our deferred tax assets and valuation allowance have been reduced by approximately $449,000 and $441,000, respectively.

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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LIQUIDITY AND CAPITAL RESOURCES

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At June 30, 2025, our principal sources of liquidity consisted of existing cash and cash equivalents.

Cash at $10 million decreased $534,000 from December 31, 2024, primarily due to one-time expenses and investments in the second quarter, partially offset by an otherwise improved cost structure and lower inventory levels.

Correspondingly, working capital of approximately $15.6 million on June 30, 2025, was down slightly as compared to December 31, 2024.

At September 30, 2025, our principal sources of liquidity consisted of existing cash and cash equivalents.

Cash at $9.7 million decreased $662,000 from December 31, 2024, primarily due to one-time expenses and investments in the third quarter, partially offset by an otherwise improved cost structure, lower inventory levels, and currency effects on overseas cash balances.

Correspondingly, working capital of approximately $14.4 million on September 30, 2025, was down $1.6 million as compared to December 31, 2024, and roughly $1.2 million from quarter ending June 30, 2025.

The Company continues to have no debt.

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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.

Except as noted in the accompanying consolidated financial statements in Note 5, “Operating Lease Commitments” 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 ($687,000) in the second quarter of 2025 compared to ($379,000) in the second quarter of 2024.

Adjusted EBITDA, excluding equity compensation (a non-cash item), was ($437,000) in the second quarter of 2025, compared to $3,000 in the second quarter of 2024.

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) was ($1,263,000) in the third quarter of 2025 compared to ($267,000) in the third quarter of 2024.

Adjusted EBITDA, excluding share-based compensation (a non-cash item), was ($1,148,000) in the third quarter of 2025, compared to $37,000 in the second quarter of 2025 and $37,000 in the third quarter of 2024.

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.

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Interest (income)

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Income tax expense

Depreciation and amortization

Share-based compensation

Adjusted EBITDA, excluding share-based compensation

Quantitative and Qualitative Disclosures About Market Risk

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis