DATA I/O CORP
10-Q, 1997-05-12
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


                                      FORM 10-Q



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



         For the quarter ended MARCH 27, 1997     Commission File No. 0-10394



                                 DATA I/O CORPORATION


                (Exact name of registrant as specified in its charter)


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



               10525 Willows Road N.E., Redmond, Washington, 98073-9746
                  (address of principal executive offices, Zip Code)



          Registrant's telephone number, including area code (206) 881-6444



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   X   No
                                        -----   -----



     6,838,090 shares of no par value Common Stock outstanding as of May 5, 1997


                                     Page 1 of 16
                               Exhibit Index on Page 15

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<PAGE>

                                 DATA I/O CORPORATION

                                      FORM 10-Q
                         FOR THE QUARTER ENDED MARCH 27, 1997

                                        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                             8



PART II - OTHER INFORMATION

    Item 1.   Legal Proceedings                                              13

    Item 2.   Changes in Securities                                          13

    Item 3.   Defaults Upon Senior Securities                                13

    Item 4.   Submission of Matters to a Vote of Security Holders            13

    Item 5.   Other Information                                              13

    Item 6.   Exhibits and Reports on Form 8-K                               13



Signatures                                                                   14

Exhibit Index                                                                15

Exhibit 11                                                                   16


                                        Page 2


<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

                                 DATA I/O CORPORATION

                             CONSOLIDATED BALANCE SHEETS

- --------------------------------------------------------------------------------
                                                      Mar. 27,       Dec. 26,
                                                        1997           1996
- --------------------------------------------------------------------------------
 (in thousands, except share data)                  (unaudited)       (note 1)
 ASSETS
 CURRENT ASSETS:
   Cash and cash equivalents                           $ 5,242         $4,048
   Trade accounts receivable, less allowance
       for doubtful accounts of $351 and $362           11,446          9,796
   Inventories                                           7,600          8,260
   Recoverable income taxes                                597            474
   Deferred income taxes                                   750            762
   Other current assets                                    802            997
                                                      --------       --------
       TOTAL CURRENT ASSETS                             26,437         24,337

 Land held for sale                                      2,455          2,437
 Property, plant and equipment - net                     9,153          9,430
 Other assets                                            2,780          3,115
                                                      --------       --------
       TOTAL ASSETS                                    $40,825        $39,319
                                                      --------       --------
                                                      --------       --------

 LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES:
   Accounts payable                                   $  1,898       $  1,906
   Accrued compensation                                  3,120          2,587
   Deferred revenue                                      5,699          5,494
   Other accrued liabilities                             3,322          3,102
   Accrued costs of business restructuring                 144            312
   Income taxes payable                                    626            777
   Notes payable                                         2,002            105
                                                      --------       --------
       TOTAL CURRENT LIABILITIES                        16,811         14,283

 LONG TERM DEBT                                                         1,500
 LONG TERM OTHER PAYABLES                                  518            503
 DEFERRED INCOME TAXES                                     642            474

 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, 6,835,965
       and 6,777,720 shares, respectively               15,529         15,247
   Retained earnings                                     6,894          6,845
   Currency translation adjustments                        431            467
                                                      --------       --------
       TOTAL STOCKHOLDERS' EQUITY                       22,854         22,559

                                                      --------       --------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $40,825        $39,319
                                                      --------       --------
                                                      --------       --------

See notes to consolidated financial statements


                                        Page 3


<PAGE>

                                 DATA I/O CORPORATION

                        CONSOLIDATED STATEMENTS OF OPERATIONS

                                     (UNAUDITED)




- --------------------------------------------------------------------------------
                                                       Mar. 27,       Mar. 28,
 FOR THE QUARTERS ENDED                                 1997           1996
- --------------------------------------------------------------------------------
(in thousands, except per share data)



 Net sales                                             $15,075        $15,656
 Cost of goods sold                                      7,577          8,105
                                                       -------        -------
   Gross margin                                          7,498          7,551

 Operating expenses:
   Research and development                              2,880          2,465
   Selling, general and administrative                   4,562          5,014
                                                       -------        -------
       Total operating expenses                          7,442          7,479

                                                       -------        -------
       Operating income                                     56             72

 Non-operating income (expense):
   Interest income                                          60             63
   Interest expense                                        (51)           (54)
   Foreign currency exchange                                15              2
                                                       -------        -------
       Total non-operating income (expense)                 24             11

                                                       -------        -------
 Income before taxes                                        80             83

 Income tax expense                                         32             21
                                                       -------        -------
 Net income                                                $48            $62
                                                       -------        -------
                                                       -------        -------

 Earnings per share:
   Net income                                            $0.01          $0.01
                                                       -------        -------
                                                       -------        -------

 Weighted average shares outstanding                     6,914          7,325
                                                       -------        -------
                                                       -------        -------


 See notes to consolidated financial statements.


                                        Page 4


<PAGE>

                                 DATA I/O CORPORATION

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                     (UNAUDITED)


- --------------------------------------------------------------------------------
                                                        Mar. 27,        Mar. 28,
                                                          1997           1996
- --------------------------------------------------------------------------------
 (in thousands)
 OPERATING ACTIVITIES:
   Net income                                              $48            $62
   Adjustments to reconcile net income (loss)
   to net cash provided by operating activities:
       Depreciation and amortization                       901          1,018
       Deferred income taxes and tax refunds               (78)          (480)
       Deferred revenue                                    205             75
       Changes in current items other
       than cash and cash equivalents:
          Trade accounts receivable                     (1,648)         2,040
          Inventories                                      660           (772)
          Other current assets                             194             63
          Accounts payable and accrued liabilities         747           (213)
          Business restructure                            (169)          (419)
                                                       -------        -------
   Net cash provided by operating activities               860          1,374

 INVESTING ACTIVITIES:
   Additions to property, plant and equipment             (345)          (629)
                                                       -------        -------
       Cash used for investing activities                 (345)          (629)

 FINANCING ACTIVITIES:
   Additions to (repayment of) notes payable               397             (4)
   Sale of common stock                                    178            154
   Repurchase of common stock                                          (1,433)
   Proceeds from exercise of stock options                 103            317
                                                       -------        -------
       Cash provided by (used for) financing
         activities                                        678           (966)

                                                       -------        -------
 Increase (decrease) in cash and cash equivalents        1,193           (221)

 Effects of exchange rate changes on cash                    1             (2)
 Cash and cash equivalents - Beginning of quarter        4,048          4,496

                                                       -------        -------
 Cash and cash equivalents - End of quarter             $5,242         $4,273
                                                       -------        -------
                                                       -------        -------


 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the period for:
   Interest                                                $58            $16
   Income taxes                                            $83           $434


 See notes to consolidated financial statements.


                                        Page 5


<PAGE>

                                 DATA I/O CORPORATION

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (UNAUDITED)


NOTE 1 - FINANCIAL STATEMENT PREPARATION

The financial statements as of March 27, 1997 and March 28, 1996, have been
prepared by the Company pursuant 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 26, 1996 has been derived from
the audited financial statements at that date.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such SEC rules and regulations.  Operating results for the quarter
ended March 27, 1997 are not necessarily indicative of the results that may be
expected for the year ending December 25, 1997.  These financial statements
should be read in conjunction with the annual audited financial statements and
the accompanying notes included in the Company's Form 10-K for the year ended
December 26, 1996.


NOTE 2 - CLASSIFICATIONS

Certain prior period's balances have been reclassified to conform to the
presentation used in the current period.


NOTE 3 - INVENTORIES

Inventories consisted of the following components (in thousands):

                                       Mar. 27,       Dec. 26,
                                        1997            1996
                                       -------        -------
         Raw material                  $3,999         $3,947
         Work-in-process                2,285          2,480
         Finished goods                 1,316          1,833
                                       -------        -------
                                       $7,600         $8,260
                                       -------        -------
                                       -------        -------


NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following components (in
thousands):

                                       Mar. 27,       Dec. 26,
                                          1997           1996
                                        -------        -------
         Land                            $  910         $  910
         Building and improvements        7,608          7,605
         Equipment                       21,470         21,554
                                        -------        -------
                                         29,988         30,069
         Less accumulated depreciation   20,835         20,639
                                        -------        -------
                                         $9,153         $9,430
                                        -------        -------
                                        -------        -------


NOTE 5 - ACCOUNTING FOR INCOME TAXES

The Company's effective tax rate for the first quarter of 1997 differed from the
statutory 34% tax rate primarily due to the Company's inability to record a
benefit for foreign tax credits and a change in the tax valuation reserves.  The
valuation allowance for deferred tax assets decreased by approximately $180,000
during the first quarter to approximately $3.4 million.

                                        Page 6
<PAGE>

NOTE 6 - IMPACT OF RECENTLY ISSUED ACOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board issued Statement No.
128, Earnings per Share, which is required to be adopted after December 15,
1997.  At that time the Company will be required to change the method currently
used to compute earnings per share and to restate all prior periods.  Under the
new requirements for calculating primary earnings per share, the dilutive effect
of stock options will be excluded.  The impact of this change on primary and
fully diluted earning per share for the quarters ended March 27, 1997 and March
28, 1996 is not expected to be material.


                                        Page 7


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

GENERAL


SHARE REPURCHASE PROGRAM

The Company announced on October 27, 1995 a share repurchase program which
authorized the Company to repurchase up to 7.5% (approximately 570,000 shares)
of its outstanding shares of common stock.  On February 21, 1996 the Company
announced an extension of the share repurchase program.  The extension
authorized the Company to repurchase up to an additional 8% (approximately
570,000 shares) of its outstanding common stock.  These purchases may be
executed through open market purchases at prevailing market prices, through
block purchases or in privately negotiated transactions.  Purchases may commence
or be discontinued at any time.  No repurchases were made during the quarter
ending March 27, 1997.  Cumulatively,  the Company has repurchased 1,015,700
shares at a total cost of approximately $7.1 million.

SALE OF HEADQUARTERS PROPERTY

The Company announced on July 18, 1996 that it had reached an agreement to sell
the land and building comprising its Redmond, Washington headquarters campus to
a major real estate company.  The transaction would include a leaseback of the
building by Data I/O for ten years with options for an additional ten years.
Data I/O's corporate headquarters campus includes the Company's 96,000 square
foot building and approximately 79 acres of land.  The Company had been
marketing a portion of the land on its headquarters campus for the past five
years and in 1995 decided to market the building to enhance the value of the
entire property.

Closing is scheduled for approximately May 9, 1997.  As closing of the sale is
subject to a number of conditions and government approvals, there can be no
assurance that the sale will be consummated.  If consummated, this sale for
approximately $13.8 million is expected to result in a pre-tax gain of
approximately $5.5 million.  Approximately $2 million of this gain would be
recognized upon the closing of the sale, with the balance amortized over the
initial ten-year lease term.  The Company expects to realize approximately $12.0
million in cash after payment of transaction fees and income taxes.

FORWARD-LOOKING STATEMENTS

Although most of the information contained in this report is historical, certain
of the statements contain forward-looking statements.  To the extent these
statements express or imply, without limitation, product development and
introduction plans, the Company's expectations for growth, estimates of future
revenue, expenses, profit, cash flow, balance sheet items, backlog, forecasts of
demand or market trends for the Company's various product categories and for the
industries in which the Company operates or any other guidance on future
periods, these statements are forward-looking and involve matters which are
subject to a number of known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed in such
forward-looking statements.  Readers of this report should consider, along with
other relevant information, the risk factors identified by the Company under the
caption "Risk Factors" in Item 1 and elsewhere in the Company's Annual Report on
Form 10-K for the year ended December 26, 1996, and other risks identified from
time to time in the Company's filings with the Securities and Exchange
Commission, press releases and other communications.


                                        Page 8


<PAGE>

RESULTS OF OPERATIONS


NET SALES
- -------------------------------------------------------------------------------

                                                       First Quarter
                                           ------------------------------------
 Net sales by division (in thousands)       1997           1996      % Change
- -------------------------------------------------------------------------------
 Programming Systems Division:
  Non-automated programming systems (1)    $7,950          $8,212      (3.19%)
  Automated programming systems             3,917           4,606     (14.96%)
                                           ------------------------------------
 Total Programming Systems Division        11,867          12,818       (7.4%)
 Synario Design Automation Division (1)     1,923           1,807        6.4%
 Semiconductor Equip. Div. (Reel-Tech)      1,285           1,031       24.6%
                                           ------------------------------------
 Net sales                                $15,075         $15,656       (3.7%)
                                           ------------------------------------



                                                        First Quarter
                                           ------------------------------------
 Net sales by location  (in thousands)       1997            1996     % Change
- -------------------------------------------------------------------------------
United States                             $7,475          $8,075        (7.4%)
  % of total                                49.6%           51.6%
International                             $7,600          $7,581         0.3%
  % of total                                50.4%           48.4%
- -------------------------------------------------------------------------------

(1) Prior year's figures have been reclassified for comparability.


Orders in the first quarter of 1997 increased approximately 12% to $16.7
million, compared with $14.9 million for the same period in 1996. Backlog grew
by approximately $800,000 during the quarter to approximately $5 million at
March 27, 1997.

The Company believes the decline in overall Programming Systems Division sales
was primarily due to a slowdown in capital spending by electronics manufacturing
companies in the United States and Europe which reduced the demand for the
Division's products.  The Company believes that the economic slowdown in capital
spending for electronics manufacturing equipment has bottomed out and is
beginning to turn upward.  The Company believes that increased competition, in
areas where new Data I/O product introductions are not scheduled to occur until
later in 1997, or where products are nearing the end of their product life
cycles, is also affecting sales.  The Company's current expectations are that
these new products will not be available in production quantities until the
second half of 1997 and early 1998.  In addition, the Company believes the
declines in non-automated programming systems also reflect the continuing market
shift away from the Company's traditional line of higher-priced IC programmers
for the engineering market, toward lower-priced programmers.  As a result, the
Company believes that until its new products are released and shipping in
production quantities, overall demand for its programming systems will continue
to be weak.

The Company believes the market shift toward lower-priced IC programmers has
been caused in part by advances in semiconductor processing technology that have
lowered the barriers to entry in the programmer business over the last several
years.  This has caused new market entrants to appear regularly, each trying to
carve out a niche.  New entrants cause downward price pressure, and each cycle
of new competitors lowers the acceptable price of a conventional IC programmer
in the customer's view.  In addition,  the Company believes that technological
improvements in personal computers and design software tools have caused a shift
in the demand for IC design tools by engineering design teams away from hardware
tools in  favor of increased software design tools.  These industry changes had,
and are continuing to have, an adverse effect on the



                                        Page 9


<PAGE>

Company's IC programmer sales and gross margins, especially because the
Company's products historically have been oriented toward hardware tools and,
within hardware tools, toward higher-priced IC programmers.

However, the Company believes that recent changes in programmable IC technology,
such as increasingly complex logic ICs lower voltage requirements and higher pin
counts, and the increasing need for higher quality and high volume programming
by users of programmable ICs means that there is a significant market need for
more sophisticated programmers with new programming technology and automated
programming systems.  The Company currently has development projects underway
for new programmer and automation technology to address the needs created by
these technology changes. The first of these products, the ProMaster 970, a fine
pitch automated programming system was introduced at the Nepcon trade show in
February.

The Company's Semiconductor Equipment products, acquired as part of the
Reel-Tech acquisition, experienced strong demand with orders increasing 188%
during the first quarter of 1997 compared with the same period in 1996.  The
Company believes the market for semiconductor equipment, after experiencing
several quarters of a slow down in capital spending, has turned around.  The
Company believes this favorable market condition is continuing; however due to
the cyclical nature of demand for ICs, the activities of competitors and other
factors, there can be no assurance that strong demand for this equipment will
continue.

The increase in international sales was partially offset by the negative
translation impact of foreign currency exchange rate changes due primarily to
the strengthening of the U.S. Dollar versus the Japanese Yen and the German
Mark.  These changes reduced translated sales by approximately $285,000 during
the first quarter of 1997 compared to 1996.


GROSS MARGIN

 (in thousands)                    First Quarter         First Quarter
                                        1997     Change     1996
- --------------------------------------------------------------------------------
 Gross Margin                          $7,498    (0.7%)    $7,551
 Percentage of net sales               49.7%               48.2%
- --------------------------------------------------------------------------------


Gross margin declined slightly while gross margin as a percentage of net sales
for the first quarter of 1997 increased compared to the first quarter of 1996
primarily due to the decreased sales volume being partially offset by savings
from the closure of a facility in the United Kingdom.


RESEARCH AND DEVELOPMENT


 (in thousands)                    First Quarter         First Quarter
                                       1997      Change    1996
- --------------------------------------------------------------------------------
 Research and development              $2,880    16.8%     $2,465
 Percentage of net sales               19.1%               15.7%
- --------------------------------------------------------------------------------


The increase in research and development spending compared to the first quarter
of 1996 is primarily due to increased personnel and product development costs,
related to the Company's continued aggressive investment in new technology.  The
Company expects to continue its significant investment in research and
development activities during 1997 in preparation for the new product releases.

The Company believes it is essential to invest in research and development to
support its existing products and to create new products as markets develop and
technologies change.  The Company is focusing its research and development
efforts in its strategic growth markets, namely automated handling systems for
the manufacturing environment, Windows-based EDA software design tools,
lower-priced IC programmers and semiconductor equipment.


                                       Page 10


<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE


 (in thousands)                    First Quarter         First Quarter
                                        1997     Change     1996
- --------------------------------------------------------------------------------
 Selling, general & administrative     $4,562    (9.0%)    $5,014
 Percentage of net sales               30.3%               32.0%
- --------------------------------------------------------------------------------


The decrease in selling, general and administrative expenditures in the first
quarter of 1997 is due primarily to lower sales commissions due to the lower
volume of sales during the quarter and the Company's cost control efforts during
the first quarter.  In addition, the increased value of the U.S. Dollar versus
the Japanese Yen and German Mark also contributed to the decrease in translated
expenditures during the quarter.


INTEREST


 (in thousands)                   First Quarter          First Quarter
                                       1997      Change    1996
- --------------------------------------------------------------------------------
 Interest income                       $60       (4.8%)    $63
 Interest expense                      $51       (5.6%)    $54
- --------------------------------------------------------------------------------


INCOME TAXES


 (in thousands)                   First Quarter          First Quarter
                                       1997      Change    1996
- --------------------------------------------------------------------------------
 Income taxes                           $32      52.4%      $21
 Effective tax rate                    40.0%               25.3%
- --------------------------------------------------------------------------------


The Company's effective tax rate for the first quarter of 1997 differed from the
statutory 34% tax rate primarily due to the Company's inability to record a
benefit for foreign tax credits and a change in the tax valuation reserves.  Tax
valuation reserves decreased by approximately $180,000 during the quarter.  The
Company has valuation reserves of $3.4 million that may reverse as the Company
records income.  The Company believes the potential reversal of these valuation
reserves, if the company is profitable, may substantially reduce its effective
tax rate from the statutory rate during the balance of 1997.


NET INCOME AND EARNINGS PER SHARE


 (in thousands)                   First Quarter          First Quarter
                                       1997      Change    1996
- --------------------------------------------------------------------------------
 Net income                             $48      (22.6%)    $62
 Earnings per share                    $0.01               $0.01
- --------------------------------------------------------------------------------


Net income was relatively unchanged compared to the first quarter of 1996 as the
decrease in net sales was offset by improvements in the gross margin and the
increase in research and development spending was offset by decreases in
selling, general and administrative expenses.


                                       Page 11


<PAGE>

INFLATION AND CHANGES IN FOREIGN CURRENCY EXCHANGE RATES

Historically, the Company has been able to offset the impact of inflation
through efficiency increases and price adjustments.  Increasing price
competition, especially in IC programmers, is currently diminishing and may
continue to diminish the Company's ability to offset the impacts of inflation in
the future.

Sales and expenses incurred by foreign subsidiaries are denominated in the
subsidiary's local currency and translated into U.S. dollar amounts at average
rates of exchange during the year.  To date the foreign currency rate changes
have not significantly impacted the Company's profitability.  This is because
approximately 20% of the Company's sales are made by foreign subsidiaries and
independent currency fluctuations tend to minimize the translation effect of any
individual currency exchange fluctuations, and the effect of individual rate
changes on sales and expenses tend to offset each other.  Additionally, the
Company hedges its foreign currency exposure on the sales of inventory and
certain loans to its foreign subsidiaries through the use of foreign exchange
contracts.


FINANCIAL CONDITION


LIQUIDITY AND CAPITAL RESOURCES

                                       March 27,           Dec. 26,
 (in thousands)                         1997     Change     1996
- --------------------------------------------------------------------------------
 Working capital                       $9,626    ($428)    $10,054
 Total debt                            $2,002     $397      $1,605
- --------------------------------------------------------------------------------


Working capital decreased during the first quarter of 1997 primarily due to the
reclassification of a $1.5 million note payable from long term to short term.
This decrease was partially offset by funds provided by operations.

The Company's trade accounts receivable increased by approximately $1.7 million
during the first quarter.  This increase was primarily due to the timing of
sales volume during the first quarter of 1997.  The Company decreased its
inventory level by approximately $660,000 during the first quarter.  This
decrease was primarily due to a continuing effort to reduce inventories in
response to lower sales volume.  The Company's accrued expenses increased
primarily due to the timing of payroll payment.

As of March 27, 1997, the Company had total debt of $2 million or approximately
9% of its $23 million in equity.  Of this debt, $1.5 million is a note payable
due in 1998 for the balance of the purchase price of the CAD/CAM Group.  The
remaining $500,000 is current debt, consisting entirely of borrowings on the
Company's $1.3 million foreign line of credit.  No borrowings were outstanding
under the Company's $8.0 million U.S. line of credit.

The U.S. line of credit matures May 31, 1997.  The foreign line of credit
matures in November 1997.  Historically, these credit lines have been structured
as short-term and have been renewed on their maturity dates.  The Company
currently expects to be able to renew these lines of credit on maturity under
substantially the same terms as those presently in place.

The Company estimates that capital expenditures for property, plant and
equipment during the remainder of 1997 will be approximately $1.5 million.  Such
expenditures are currently expected to be funded from internally generated funds
and, if necessary, borrowings under the Company's existing credit lines.
Although the Company fully expects that such expenditures will be made, it has
purchase commitments for only a small portion of this amount.

At March 27, 1997, the Company's material short-term unused sources of liquidity
consisted of approximately $5.2 million in cash and cash equivalents, available
borrowings of $8.0 million under its U.S. line of credit and available
borrowings of approximately $800,000 under its foreign line of credit.  The
Company believes that cash, cash flow from operations and borrowings available
under its U.S. and foreign lines of credit will be sufficient to fund working
capital needs, service existing debt, finance planned capital expenditures, fund
the Company's share repurchase program, fund its remaining restructure accrued
liabilities, and fund the Reel-Tech contingent payment obligations.  In
addition, if the Company is successful in selling its property held for sale,
additional capital will be available.


                                       Page 12


<PAGE>

PART II - OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

         None


ITEM 2.  CHANGES IN SECURITIES

         None


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5.  OTHER INFORMATION

         None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                  PAGE

         (a)  Exhibits
              11.  Statement Regarding Computation of Earnings Per Share     16

         (b)  Reports on Form 8-K
              None


                                       Page 13


<PAGE>

                                      SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.



                                               DATA I/O CORPORATION
                                                   (REGISTRANT)
DATED:   May 7, 1996



                                              By:/s/Alan J. Beauchamp
                                                 Alan J. Beauchamp
                                                   Vice President
                                              Finance and Administration
                                               Chief Financial Officer
                                               Secretary and Treasurer


                                       Page 14


<PAGE>


                                    EXHIBIT INDEX



EXHIBIT NUMBER               TITLE                              PAGE NUMBER
- ---------------    ----------------------------------------     -----------


    11             Statement Regarding Computation of                16
                   Earnings per Share


                                       Page 15



<PAGE>

                                      EXHIBIT 11

                                 DATA I/O CORPORATION

                          COMPUTATION OF EARNINGS PER SHARE




Earnings per share reported in Form 10-Q for the quarters ended March 27, 1997,
and March 28, 1996 are based on the following (in thousands):




                                            Mar. 27,            Mar. 28,
 Primary and fully diluted:                   1997                1996
 --------------------------                 --------            --------


 Weighted Average Shares Outstanding         6,817               7,053

 Dilutive Effect of Stock Options              97                 272
                                            ---------           --------

 Weighted Average Common and
 Equivalent Shares Outstanding               6,914               7,325
                                            ---------           --------
                                            ---------           --------


                                       Page 16


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-25-1997
<PERIOD-START>                             DEC-27-1996
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