6-K

CAMTEK LTD (CAMT)

6-K 2024-09-10 For: 2024-06-30
View Original
Added on April 11, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the Month of September 2024

CAMTEK LTD.

(Translation of Registrant’s Name into English)

Ramat Gavriel Industrial Zone P.O. Box 544 Migdal Haemek 23150 ISRAEL(Address of Principal Corporate Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities and Exchange Act of 1934.

Yes ☐   No ☒


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, thereunto duly authorized. This Form 6-K, including all exhibits hereto, is hereby incorporated by reference into all effective registration statements filed by the registrant under the Securities Act of 1933.

CAMTEK LTD.<br>(Registrant)<br> <br>By: /s/ Moshe Eisenberg<br>——————————————<br>Moshe Eisenberg,<br> Chief Financial Officer

Dated: September 10, 2024


Exhibit<br><br> <br>Number Description of Exhibit
99.1 Unaudited interim condensed consolidated financial statements as of June 30, 2024.
99.2 Operating and Financial Review and Prospects.
101 The following financial information from Camtek Ltd.’s Report on Form 6-K, formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited interim condensed consolidated balance sheets on June 30, 2024 and December 31, 2023; (ii) Unaudited interim condensed consolidated statements of operations for the six months ended June 30, 2024 and 2023 and the year ended December 31, 2023; (iii) Unaudited interim condensed consolidated statements of comprehensive income for the six months ended June 30, 2024 and 2023 and the year ended December 31, 2023; (iv) Unaudited interim condensed consolidated statements of changes in shareholders’ equity for the six months ended June 30, 2024 and 2023 and the year ended December 31, 2023; (v) Unaudited interim condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023 and the year ended December 31, 2023; and (vi) notes to the Unaudited interim condensed consolidated financial statements.

CAMTEK LTD - 1109138 - 2024

Exhibit 99.1

Camtek Ltd.<br><br>and its Subsidiaries<br><br><br><br>Interim Condensed Consolidated<br><br>Financial Statements<br><br>As of June 30, 2024<br><br>(Unaudited)

Camtek Ltd. and its Subsidiaries

Interim Unaudited Condensed Consolidated Financial Statements as at June 30, 2024


Contents

Page
Interim Unaudited Condensed Consolidated Balance Sheets F-3
Interim Unaudited Condensed Consolidated Statements of Income F-4 to F-5
Interim Unaudited Condensed Consolidated Statements of Comprehensive Income F-6
Interim Unaudited Condensed Consolidated Statements of Shareholders’ Equity F-7
Interim Unaudited Condensed Consolidated Statements of Cash Flows F-8 to F-9
Notes to the Interim Unaudited Condensed Consolidated Financial Statements F-10 to F-20

F - 2


Camtek Ltd. and its Subsidiaries

Interim Unaudited Condensed Consolidated Balance Sheets


June 30, December 31,
2024 2023
Note U.S. Dollars (in thousands)
Assets
Current assets
Cash and cash equivalents 4A 86,201 119,968
Short-term deposits 256,250 215,250
Marketable securities 4B 23,615 18,816
Trade accounts receivable, net 68,151 87,300
Inventories 4C 99,215 85,905
Other current assets 4D 27,048 19,548
Total current assets 560,480 546,787
Long term deposits 6,000 21,000
Marketable securities 4B 81,817 73,576
Long term inventory 4C 9,553 9,023
Deferred tax assets, net 2,642 2,642
Other assets, net 1,947 1,370
Property, plant and equipment, net 4E 44,246 41,987
Intangible assets, net 4F 15,145 16,937
Goodwill 74,345 74,345
Total non-current assets 235,695 240,880
Total assets 796,175 787,667
Liabilities and shareholders’ equity
Current liabilities
Trade accounts payable 37,757 42,187
Other current liabilities 4G 69,777 54,487
Total current liabilities 107,534 96,674
Long term liabilities
Deferred tax liabilities, net 5,845 7,541
Other long-term liabilities 9,988 10,473
Convertible notes 4H 197,378 196,831
213,211 214,845
Total liabilities 320,745 311,519
Shareholders’ equity
Ordinary shares NIS 0.01 par value, 100,000,000 shares authorized at June 30, 2024 and at December 31, 2023;
47,410,314 issued shares at June 30, 2024 and 46,993,998 at December 31, 2023;
45,317,938 shares outstanding at June 30, 2024 and 44,901,622 at December 31, 2023; 3 177 176
Additional paid-in capital 207,615 200,389
Accumulated other comprehensive income (loss) (534 ) 129
Retained earnings 270,070 277,352
477,328 478,046
Treasury stock, at cost (2,092,376 shares as of June 30, 2024 and December 31, 2023) (1,898 ) (1,898 )
Total shareholders' equity 475,430 476,148
Total liabilities and shareholders' equity 796,175 787,667

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F - 3


Camtek Ltd. and its Subsidiaries

Interim Unaudited Condensed Consolidated Statements of Operations


(In thousands, except per share data)

Six months ended<br><br> <br>June 30, Year ended<br><br> <br>December 31,
2024 2023 2023
Note U.S. dollars U.S. dollars
Revenues 199,601 146,215 315,375
Cost of revenues 103,638 77,378 167,742
Gross profit 95,963 68,837 147,633
Research and development costs 18,146 15,672 31,470
Selling, general and
administrative expenses 5A 30,694 24,037 50,751
48,840 39,709 82,221
Operating profit 47,123 29,128 65,412
Financial income, net 5B 10,624 10,864 22,218
Income before income taxes 57,747 39,992 87,630
Income tax expense (4,984 ) (4,208 ) (8,998 )
Net income 52,763 35,784 78,632

F - 4


Camtek Ltd. and its Subsidiaries

Interim Unaudited Condensed Consolidated Statements of Operations (contd.)


Net income per ordinary share:

Six months ended<br><br> <br>June 30, Year ended<br><br> <br>December 31,
2024 2023 2023
Note U.S. dollars U.S. dollars
Basic net earnings per share 1.17 0.80 1.76
Diluted net earnings per share 1.08 0.74 1.63
Weighted average number of
ordinary shares outstanding
(in thousands):
Basic 45,160 44,562 44,725
Diluted 49,283 48,531 48,863

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F - 5


Camtek Ltd. and its Subsidiaries

Interim Unaudited Condensed Consolidated Statements of Comprehensive Income


(In thousands)

Six months ended<br><br> <br>June 30, Year ended<br><br> <br>December 31,
2024 2023 2023
U.S. dollars U.S. dollars
Net income 52,763 35,784 78,632
Other comprehensive income (loss), net of tax:
Change in net unrealized gains on available-for-sale marketable securities (663 ) - 740
Deferred tax expense - - (611 )
Total other comprehensive income (loss) (663 ) - 129
Total comprehensive income 52,100 35,784 78,761

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F - 6


Camtek Ltd. and its Subsidiaries

Interim Unaudited Condensed Consolidated Statements of Shareholders’ Equity


Accumulated
Ordinary Shares Number of Additional Other Total
NIS 0.01 par value Treasury Treasury paid-in Comprehensive Retained shareholders'
Number of U.S. Dollars Shares Shares capital Income (loss) earnings equity
Shares Issued (in thousands) U.S. Dollars (in thousands)
Balances at
December 31, 2022 46,505,318 175 (2,092,376 ) (1,898 ) 187,105 - 198,720 384,102
Share-based
compensation
expense - - - - 6,521 - - 6,521
Exercise of share
options and RSUs 306,186 * - - - - - -
Net income - - - - - - 35,784 35,784
Balances at
June 30, 2023 46,811,504 175 (2,092,376 ) (1,898 ) 193,626 - 234,504 426,407
Share-based
compensation
expense - - - - 6,077 - - 6,077
Exercise of share
options and RSUs 182,494 1 - - 181 - - 182
Share-based
compensation adjustment - - - - 505 - 505
Unrealised gain on investments - - - - - 740 - 740
Deferred tax expense - - - - - (611 ) - (611 )
Net income - - - - - - 42,848 42,848
Balances at
December 31, 2023 46,993,998 176 (2,092,376 ) (1,898 ) 200,389 129 277,352 476,148
Share-based
compensation
expense - - - - 7,198 - - 7,198
Exercise of share
options and RSUs 416,316 1 - - 28 - - 29
Unrealised gain on investments - - - - - (663 ) - (663 )
Dividend paid - - - - - - (60,045 ) (60,045 )
Net income - - - - - - 52,763 52,763
Balances at
June 30, 2024 47,410,314 177 (2,092,376 ) (1,898 ) 207,615 (534 ) 270,070 475,430

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

*Represents an amount less than $1,000

F - 7


Camtek Ltd. and its Subsidiaries

Interim Unaudited Condensed Consolidated Statements of Cash Flows


(In thousands)

Six months ended<br><br> <br>June 30, Year ended<br><br> <br>December 31,
2024 2023 2023
U.S. dollars U.S. dollars
Cash flows from operating activities:
Net income 52,763 35,784 78,632
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 5,040 2,406 5,784
Deferred tax expense (1,696 ) 280 (1,254 )
Amortization of debt issuance costs 547 547 1,094
Loss on disposal of fixed assets - 233 6
Share based compensation expense 7,198 6,521 12,598
Change in provision for doubtful debts 112 - 100
Changes in operating assets and liabilities:
Trade accounts receivable 19,267 1,829 (1,890 )
Inventories (14,467 ) 171 (13,692 )
Due from related parties (1 ) - (3 )
Other assets (9,371 ) (5,375 ) (6,766 )
Trade accounts payable (4,713 ) (231 ) 10,121
Other current liabilities 15,467 (9,449 ) (5,406 )
Net cash provided by operating activities 70,146 32,716 79,324
Cash flows from investing activities:
Acquisition of subsidiary consolidated for the first time (a) 1,295 - (101,781 )
Proceeds from (investment in) short-term deposits (41,000 ) 57,000 36,250
Proceeds from (investment in) long-term deposits 15,000 - 58,000
Purchase of fixed assets (5,133 ) (4,782 ) (8,097 )
Purchase of intangible assets (126 ) (60 ) (173 )
Purchase of marketable securities (25,653 ) - (103,528 )
Redemption of marketable securities 11,950 - 11,876
Net cash provided by (used in) investing activities (43,667 ) 52,158 (107,453 )

F - 8


Camtek Ltd. and its Subsidiaries

Interim Unaudited Condensed Consolidated Statements of Cash Flows


(In thousands)

Six months ended<br><br> <br>June 30, Year ended<br><br> <br>December 31,
2024 2023 2023
U.S. dollars U.S. dollars
Cash flows from financing activities:
Proceeds from exercise of share options 29 - 182
Dividend payment (60,045 ) - -
Net cash provided by (used in) financing activities (60,016 ) - 182
Effect of change in exchange rate on cash and cash equivalents (230 ) (243 ) (241 )
Net increase (decrease) in cash and cash equivalents (33,767 ) 84,631 (28,188 )
Cash and cash equivalents at beginning of the period 119,968 148,156 148,156
Cash and cash equivalents at end of the period 86,201 232,787 119,968
Year ended<br><br> <br>December 31, 2023
--- --- --- ---
(a) Acquisition of subsidiary, consolidated for the first time: U.S. Dollars
Working capital (excluding cash and cash equivalents) (15,288 )
Fixed assets, net (1,615 )
Intangible assets (16,900 )
Goodwill (74,345 )
Deferred taxes liabilities, net 7,157
Working capital adjustments (1,295 )
(102,286 )
Increase in goodwill against share-based compensation 505
(101,781 )
Six months ended<br><br> <br>June 30, Year ended<br><br> <br>December 31,
--- --- --- --- --- --- ---
2024 2023 2023
U.S. dollars U.S. dollars
Supplementary cash flows information:
Income taxes paid 4,497 9,626 13,807
Interest received 6,125 6,911 18,685
Lease payments 1,040 735 1,854
Non-cash transactions:
--- --- --- ---
Fixed assets purchased with supplier credit 550 371 267

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F - 9


Camtek Ltd. and its Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements


(Amounts in thousands, except per share data)

Note 1 - Nature of Operations

Camtek Ltd. (“Camtek” or the “Company”), an Israeli corporation, is jointly controlled 21.2% by Priortech Ltd., an Israeli corporation listed on the Tel-Aviv Stock Exchange and 17.3% by Chroma Ate Inc., a Taiwanese company (“Chroma”). Camtek provides automated and technologically advanced solutions dedicated to enhancing production processes, increasing product yield and reliability, and enabling and supporting customers’ latest technologies in the semiconductor fabrication industry.

F - 10


Camtek Ltd. and its Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements


(Amounts in thousands, except per share data)

Note 2 - Basis of Preparation

A. Statement of compliance

The accounting policies applied in these interim financial statements are the same as those applied in the Company’s 2023 annual audited consolidated financial statements for the year ended December 31, 2023.

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and do not include all of the information required for full annual financial statements. The unaudited condensed consolidated interim statements should be read in conjunction with the Company’s 2023 annual audited consolidated financial statements and footnotes, which were filed with the U.S. Securities and Exchange Commission as part of the Company’s Annual Report on Form 20-F for the year ended December 31, 2023.

In the opinion of management of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2024, and its results of operations for the six months ended June 30, 2024, and 2023, and cash flows for the six months ended June 30, 2024, and 2023. The condensed balance sheet at December 31, 2023, was derived from the audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

F - 11


Camtek Ltd. and its Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements


(Amounts in thousands, except per share data)

Note 3 - Shareholders’ Equity

A. General

The Company’s shares are traded on the NASDAQ Global Market under the symbol “CAMT”, and also listed and traded on the Tel-Aviv stock exchange.

B. Changes in Stock Options and RSUs

The number of stock options exercised in the six-month period ended June 30, 2024, was 416,316.

In the first six months of 2024, 183,329 restricted share units (RSUs) were granted by the Company. The RSUs vest over a four-year period.

C. Share-based Compensation Expense

The total share-based compensation expense amounted to $7,198, $6,521, and $12,598 for the six-month periods ended June 30, 2024 and 2023 and the year ended December 31, 2023, respectively.

F - 12


Camtek Ltd. and its Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements


(Amounts in thousands, except per share data)

Note 4 - Supplementary Financial Statements Information

A. Cash and cash equivalents

The Company’s cash and cash equivalent balance at June 30, 2024 and December 31, 2023 is denominated in the following currencies:

June 30, December 31,
2024 2023
U.S. Dollars
US Dollars 73,637 113,190
New Israeli Shekels 4,065 2,795
Other currencies 8,499 3,983
86,201 119,968

Short-term deposits are bank deposits in US Dollars with an original maturity of more than three months and remaining term at the balance sheet date of no more than twelve months. As of June 30, 2024, the average annual interest rate was 6.11%.

B. Marketable Securities

Summary of marketable securities amortized cost, unrealized gains, unrealized losses, and fair value as of June 30, 2024 and December 31, 2023:

June 30, 2024
U.S. Dollars
Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value
Matures within one year:
Corporate bonds 22,645 2 (32 ) 22,615
Government bonds 984 16 - 1,000
23,629 18 (32 ) 23,615
Matures after one year:
Corporate bonds 73,278 111 (380 ) 73,009
Government bonds 8,798 12 (2 ) 8,808
82,076 123 (382 ) 81,817
105,705 141 (414 ) 105,432

F - 13


Camtek Ltd. and its Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements


(Amounts in thousands, except per share data)

Note 4 - Supplementary Financial Statements Information (cont’d)

B. Marketable Securities (cont’d)

December 31, 2023
U.S. Dollars
Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value
Matures within one year:
Corporate bonds 9,821 7 (9 ) 9,819
Government bonds 8,983 14 - 8,997
18,804 21 (9 ) 18,816
Matures after one year:
Corporate bonds 64,033 574 (3 ) 64,604
Government bonds 8,815 157 - 8,972
72,848 731 (3 ) 73,576
91,652 752 (12 ) 92,392

The amortized cost and estimated fair value of marketable securities classified by the maturity date listed on the security, regardless of the Consolidated Balance Sheet classification, is as follows at June 30, 2024 and December 31, 2023:

June 30, 2024
Amortized<br>Cost Fair<br>Value
U.S. Dollars
Due within one year 23,629 23,615
Due after one through five years 52,239 51,937
Due after five through ten years 29,837 29,880
Total marketable securities 105,705 105,432
December 31, 2023
--- --- --- --- ---
Amortized<br>Cost Fair<br>Value
U.S. Dollars (in thousands)
Due within one year 18,804 18,816
Due after one through five years 72,210 72,908
Due after five through ten years 638 668
Total marketable securities 91,652 92,392

F - 14


Camtek Ltd. and its Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements


(Amounts in thousands, except per share data)

Note 4 - Supplementary Financial Statements Information (cont’d)

B. Marketable Securities (cont’d)

The following table summarizes the estimated fair value and gross unrealized holding losses of marketable securities, aggregated by investment instrument and period of time in an unrealized loss position, at June 30, 2024 and December 31, 2023.

In Unrealized Loss Position For Less Than 12 Months
June 30, 2024 Fair Value Gross Unrealized Loss
U.S. Dollars
Corporate bonds 73,903 (412 )
Government bonds 2,016 (2 )
75,919 (414 )
In Unrealized Loss Position For Less Than 12 Months
--- --- --- --- --- ---
December 31, 2023 Fair Value Gross Unrealized Loss
U.S. Dollars
Corporate bonds 5,154 (12 )
5,154 (12 )

The level in the fair value hierarchy within which an asset or liability is classified is based on the lowest level input that is significant to the fair value measurement in its entirety.

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, aggregated by the level in the fair-value hierarchy within which those measurements fall:

June 30,<br><br> <br>2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs<br><br> <br>(Level 3)
Description
U.S. Dollars
Assets
Marketable securities (current assets) 23,615 1,000 22,615 -
Marketable securities (non-current assets 81,817 8,808 73,009 -
Total Assets 105,432 9,808 95,624 -

F - 15


Camtek Ltd. and its Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements


(Amounts in thousands, except per share data)

Note 4 - Supplementary Financial Statements Information (cont’d)

B. Marketable Securities (cont’d)

December 31,<br><br> <br>2023 Quoted Prices in<br><br> <br>Active Markets<br><br> <br>for Identical Assets<br><br> <br>(Level 1) Significant Other<br><br> <br>Observable Inputs<br><br> <br>(Level 2) Significant<br><br> <br>Unobservable<br><br> <br>Inputs<br><br> <br>(Level 3)
Description
U.S. Dollars
Assets
Marketable securities (current assets) 18,816 6,988 11,828 -
Marketable securities (non-current assets 73,576 6,981 66,595 -
Total Assets 92,392 13,969 78,423 -

The Company’s accounting policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. In the periods ended June 30, 2024 and December 31, 2023, the Company invested in marketable securities.

Marketable securities are classified within Level 2 because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs.

C. Inventories

June 30, December 31,
2024 2023
U.S. Dollars
Components 60,438 55,598
Work in process 26,817 20,038
Finished products (including systems at customer locations not yet sold) 21,513 19,292
108,768 94,928

Inventories are presented in:

June 30, December 31,
2024 2023
U.S. Dollars
Current assets 99,215 85,905
Long-term assets 9,553 9,023
108,768 94,928

F - 16


Camtek Ltd. and its Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements


(Amounts in thousands, except per share data)

Note 4 - Supplementary Financial Statements Information (cont’d)

D. Other Current Assets

June 30, December 31,
2024 2023
U.S. Dollars
Interest receivable 13,355 8,386
Due from Government institutions and income tax receivables 7,696 3,690
Prepaid expenses and vendor downpayments 4,996 5,164
Other 1,001 2,308
27,048 19,548

E. Property, Plant and Equipment, Net

June 30, December 31,
2024 2023
U.S. Dollars
Land 1,401 1,401
Building 21,733 20,730
Machinery and equipment 30,187 27,626
Office furniture and equipment 1,061 1,057
Computer equipment and software 6,386 6,542
Automobiles 431 429
Leasehold improvements 2,237 2,100
Right of use assets 7,002 7,187
70,438 67,072
Less - accumulated depreciation 26,192 25,085
44,246 41,987

F - 17


Camtek Ltd. and its Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements


(Amounts in thousands, except per share data)

Note 4 - Supplementary Financial Statements Information (cont’d)

F. Intangible Assets, Net

June 30, December 31,
2024 2024
U.S. Dollars
Cost:
Patent registration costs 2,434 2,308
Acquired technology 12,200 12,200
Acquired trade names 2,700 2,700
Acquired customer relationship 2,000 2,000
19,334 19,208
Less accumulated amortization 4,189 2,271
Total intangible assets, net 15,145 16,937

G. Other Current Liabilities

June 30, December 31,
2024 2023
U.S. Dollars
Commissions 12,617 13,588
Advances from customers and deferred revenues 26,585 14,701
Accrued employee compensation and related benefits 14,362 13,137
Accrued warranty costs (1) 3,713 3,397
Government institutions and income tax payable 7,633 5,316
Accrued expenses 3,133 2,661
Operating lease obligations 1,734 1,687
(1)         Changes in the accrued warranty costs are as follows: 69,777 54,487
June 30, December 31,
--- --- --- --- --- --- ---
2024 2023
U.S. Dollars
Beginning of period 3,397 3,161
Accruals 3,453 5,505
Usage (3,137 ) (5,269 )
Balance at end of period 3,713 3,397

F - 18


Camtek Ltd. and its Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements


(Amounts in thousands, except per share data)

Note 4 - Supplementary Financial Statements Information (cont’d)

H. Convertible Notes

The Convertible Senior Notes consisted of the following:

June 30, December 31,
2024 2023
U.S. Dollars
Liability:
Principle: 200,000 200,000
Unamortized issuance costs (2,622 ) (3,169 )
Net carrying amount 197,378 196,831

As of June 30, 2024, the debt issuance costs of the Notes will be amortized over the remaining term of approximately 2.5 years.

The annual effective interest rate of the Notes is 0.56%. In the six-months ended June 30, 2024, $547 was recorded as amortization of debt issuance costs (In the year ended December 31, 2023 - $1,094).

As of June 30, 2024, the estimated fair value of the Notes, which the Company has classified as Level 2 financial instruments, is $441,843 (December 31, 2023 - $258,941). The estimated fair value was determined based on the quoted bid price of the Notes in an over-the-counter market on the last trading day of the reporting period.

As of June 30, 2024, the principal amount exceeded the if-converted value of the Notes by $241,843 (December 31, 2023, the principal amount exceeded the if-converted value of the Notes by $58,941).

F - 19


Camtek Ltd. and its Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements


(Amounts in thousands, except per share data)

Note 5 - Statements of Operations

A. Selling, general and administrative expenses

Six months ended<br><br> <br>June 30, Year ended<br><br> <br>December 31,
2024 2023 2023
U.S. Dollars
Selling (1) 23,004 17,910 36,896
General and administrative 7,690 6,127 13,855
30,694 24,037 50,751
(1)      Including shipping and handling costs 2,029 1,025 2,744

B. Financial income (expenses), net

Six months ended<br><br> <br>June 30, Year ended<br><br> <br>December 31,
2024 2023 2023
U.S. Dollars
Interest income 11,812 11,838 24,051
Amortization of issuance costs of convertible notes (547 ) (547 ) (1,094 )
Other, net (1) (641 ) (427 ) (739 )
10,624 10,864 22,218
(1)      Including foreign currency expense resulting from transactions not denominated in U.S. Dollars (313 ) (172 ) (78 )

F - 20



Exhibit 99.2

Operating and Financial Review and Prospects.

A. Operating Results

General

The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes to those statements included therein, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP.

Overview

We design, develop, manufacture and market automated solutions dedicated for enhancing production processes and yield for the semiconductor fabrication market, principally based on core AOI technology.

We sell our systems worldwide. The vast majority of our sales are to manufacturers in the Asia Pacific region, including China, South East Asia, Korea and Taiwan, due to, among other factors, the migration of the electronic manufacturers into this region.

In the first half of 2024, our sales to customers in the Asia Pacific region accounted for approximately 89% of our total revenues.

In addition to revenues derived from the sale of systems and related products, we generate revenues from providing maintenance and support services for our products. We generally provide a one-year warranty with our systems. Accordingly, service revenues are not earned during the warranty period.

Critical Accounting Policies

Critical accounting policies are those that are, in management’s view, most important to the portrayal of a company’s financial condition and results of operations and most demanding judgment calls, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. We believe our most critical accounting policies relate to:

Revenue Recognition. The Company’s contracts with its customers include performance obligations to provide its products or to service the installed products. A product sale contract may include an extended warranty (that is, for longer than the twelve-month standard warranty) as well as installation, both of which are considered separate performance obligations.

The Company recognizes revenue from contracts for sales of products when the Company transfers control of the product to the customer. This generally occurs upon shipment as pre-shipment calibration and testing processes ensure simplified and streamlined installation at the customer site. Revenues from the contract are recognized in an amount that reflects the consideration the Company expects to be entitled to receive once the product is operating in accordance with its specifications and signed documentation of the arrangement, such as a signed contract or purchase order, has been received. Payment terms with customers may vary, but are generally based on milestones within the delivery process such as shipping and installation. Payment terms do not include significant financing components.


The Company does not incur costs in obtaining a contract except for agents’ commissions, which are incurred upon the recognition of revenues. Revenues are recognized over a period of less than a year and as such, there are no underlying sales commissions to be capitalized.

Service revenues consist mainly of contracts charged under time and material arrangements. Service revenues from maintenance contracts are recognized ratably over the contract period.

Contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers.

The Company’s multiple performance obligations consist of product sales, installation services and non-standard warranties. A fixed amount is deferred in respect of installation services for machines that have been recognized but not installed as of the balance sheet date. A non-standard warranty is one that is for a period longer than 12 months. Accordingly, income from a non-standard warranty is deferred as unearned revenue and is recognized ratably as revenue commencing with and over the applicable warranty term.

The Company records contract liabilities when the customer has been billed in advance of the Company completing its performance obligations. These amounts are recorded as deferred revenue in the Consolidated Balance Sheets.

Valuation of Accounts Receivable.  We review accounts receivable to determine which are doubtful of collection. In making this determination of the appropriate allowance for doubtful accounts, we consider information at hand regarding specific customers, including aging of the receivable balance, evaluation of the security received from customers, our history of write-offs, relationships with our customers and the overall credit worthiness of our customers. Changes in the credit worthiness of our customers, the general economic environment and other factors may impact the level of our future write-offs.

Valuation of Inventory.  Inventories consist of completed systems, partially completed systems and components, and are recorded at the lower of cost, determined by the moving – average basis, or market. We review inventory for obsolescence and excess quantities to determine that items deemed obsolete or excess inventory are appropriately reserved. In making the determination, we consider forecasted future sales or service/maintenance of related products and the quantity of inventory at the balance sheet date, assessed against each inventory item’s past usage rates and future expected usage rates. Changes in factors such as technology, customer demand, competing products and other matters could affect the level of our obsolete and excess inventory in the future.


In the year 2024 we wrote-off inventory in the amount of approximately $1.5 million. The write-off amounts are included in the line item called "Cost of products sold", in the consolidated statements of operations. The write-offs create a new cost basis and are a permanent reduction of inventory cost. The write-offs in in 2024 were made against excess and slow-moving inventory. In the first half of 2023 there were no write-offs of inventory. Inventory that is not expected to be converted or consumed in the following 12 months is classified as non-current. As of June 30, 2024, a $9.6 million portion of our inventory was classified as non-current. Management periodically evaluates our inventory composition, giving consideration to factors such as the probability and timing of anticipated usage and the physical condition of the items, and then estimates a charge (reducing the inventory) to be provided for slow moving, technologically obsolete or damaged inventory. These estimates could vary significantly from actual requirements based upon future economic conditions, customer inventory levels or competitive factors that were not foreseen or did not exist when the inventory write-offs were established.

Intangible assets. Patent registration costs are capitalized at cost and amortized, beginning with the first year of utilization, over its expected life of ten years.

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the long lived asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as computed by subtracting the fair market value of the asset from its carrying value.

Provisions for contingent liabilities. A contingency (provision) in accordance with ASC Topic 450-10-05, Contingencies, is an existing condition or situation involving uncertainty as to the range of possible loss to the entity. A provision for claims is recognized if it is probable (likely to occur) that a liability has been incurred and the amount can be estimated reasonably. Provisions in general are highly judgmental, especially in cases of legal disputes. We assess the probability of an adverse event and if the probability is evaluated to be probable, we are required to fully provide for the total amount of the estimated contingent liability. We continually evaluate our pending provisions to determine if accruals are required. It is often difficult to accurately estimate the ultimate outcome of a contingent liability. Different variables can affect the timing and amount we provide for certain contingent liabilities. Our assessments are therefore subject to estimates made by us and our legal counsel, adverse revision in our estimates of the potential liability could materially impact our financial condition, results of operations or liquidity.

Valuation of Long Lived Assets. We apply ASC Subtopic 360-10, "Property, Plant and Equipment".  This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset.  If the carrying amount of the long lived asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as computed by subtracting the fair market value of the asset from its carrying value. We prepare future cash flows based on our best estimates including projections and financial statements, future plans and growth estimates.


Income Taxes. We account for income taxes under ASC Subtopic 740-10 Income Taxes – Overall.  Deferred tax assets or liabilities are recognized in respect of temporary differences between the tax bases of assets and liabilities and their financial reporting amounts as well as in respect of tax losses and other deductions which may be deductible for tax purposes in future years, based on tax rates applicable to the periods in which such deferred taxes will be realized. The rates applied are those enacted in law as of June 30, 2024. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and during which the carry-forwards are available. Valuation allowances are established when necessary to reduce deferred tax assets to the amount considered more likely than not to be realized.

Our financial statements include deferred tax assets, net, which are calculated according to the above methodology. If there is an unexpected critical deterioration in our operating results and forecasts, we would have to increase the valuation allowance with respect to those assets. We believe that it is more likely than not that those net deferred tax assets included in our financial statements will be realized in subsequent years.

Stock Option and Restricted Share Plans. We account for our employee stock-based compensation awards in accordance with ASC Topic 718, Compensation - Stock Compensation. ASC Topic 718 requires that all employee stock‑based compensation is recognized as a cost in the financial statements and that for equity-classified awards such cost is measured at the grant date fair value of the award. We estimate grant date fair value using the Black‑Scholes-Merton option‑pricing model. Forfeitures are recognized when they occur.

Leases. On January 1, 2019, we adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02) using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under Topic 842.

The adoption did not impact our beginning retained earnings, or prior year consolidated statements of income and statements of cash flows.

Under Topic 842, we determine if an arrangement is a lease at inception. ROU assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, we consider only payments that are fixed and determinable at the time of commencement. As most of our leases do not provide an implicit rate, we use its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate is a hypothetical rate based on its understanding of what our credit rating would be (6.0% in 2024). Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining the probability of exercising such options, we consider contract-based, asset-based, entity-based, and market-based factors. Lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred on the consolidated statements of income. Our lease agreements generally do not contain any residual value guarantees or restrictive covenants.


Operating lease ROU assets are presented as property, plant and equipment on the consolidated balance sheet. The current portion of operating lease liabilities is included in other current liabilities and the long-term portion is presented within long-term liabilities on the consolidated balance sheet.

For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

ROU assets for operating leases are periodically reduced by impairment losses. We use the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize.

Comparison of Period to Period Results of Operations

The following table presents consolidated statement of operations data for the periods indicated as a percentage of total revenues from continuing operations:

Six Months Ended June 30,
2024 2023
Revenues 100.0 % 100.0 %
Cost of revenues 51.9 % 52.9 %
Gross profit 48.1 % 47.1 %
Operating expenses:
Research and development, net 9.1 % 10.7 %
Selling, general and administrative expenses 15.4 % 16.4 %
Total operating expenses 24.5 % 27.2 %
Operating income 23.6 % 19.9 %
Financial income, net 5.3 % 7.4 %
Income tax (expenses) benefit (2.5 )% (2.9 )%
Net income 26.4 % 24.5 %

Six months Ended June 30, 2024 compared to Six months ended June 30, 2023

Revenues. Revenues increased by 36.5% to $199.6 million in 2024 from $146.2 million in 2023. The increase is mainly due to the sale of a higher number of tools due to increased demand in the semiconductor market.

Gross Profit. Gross profit consists of revenues less cost of revenues, which includes the cost of components, production materials, labor, service related expenses, depreciation, factory and overhead expenses and provisions for warranties. These expenditures are partially affected by sales volume. Our total gross profit increased to $96.0 million in 2024 from $68.8 million in 2023, an increase of $27.2 million, or 39%. Our gross margin increased to 48.1% in 2024, compared to a gross margin of 47.1% in 2023.

Research and Development Costs. Research and development expenses consist primarily of salaries, materials consumption and costs associated with subcontracting certain development efforts. Total research and development expenses for 2024 increased to $18.1 million from $15.7 million in 2023 due to increased activity for improving capabilities and developing additional features and products.

Selling, General and Administrative Expenses. Selling, general and administrative expenses consist primarily of expenses associated with salaries, commissions, promotion and travel, professional services and rent costs. Our selling, general and administrative expenses increased in 2024 by 27.7% to $30.7 million from $24.0 million in 2023, mainly due to an increase in sales channels activity on increased revenues.

Financial Income (Expenses), Net. Financial income/expenses consist of interest, revaluation and other bank fees. We had net financial income of $10.6 million in 2024, compared to net financial income of $10.9 million in 2023.

Provision for Income Taxes. Income tax expense was $5.0 million in 2024 compared to expense of $4.2 million in 2023, mainly due to tax on increased income before taxes.

Net Income. We realized net income of $52.8 million in 2024 compared to net income of $35.8 million in 2023, in light of the factors discussed above.

B.          Liquidity and Capital Resources

Our cash and cash equivalent, short-term deposit and short-term marketable securities balances totalled approximately $366.1 million on June 30, 2024 and $354.0 million on December 31, 2023. In addition, there was $87.8 million and $94.6 million, respectively, in long-term deposits and long-term marketable securities. Our cash is invested in bank deposits spread among several banks, primarily in Israel whilst our investments in marketable securities consist of high-grade treasury, corporate and municipal bonds.


Our working capital was approximately $452.9 million at June 30, 2024 and $450.1 million at December 31, 2023. The increase is mainly attributed to the increase in short-term deposits and marketable securities, and inventory, offset by the decrease in cash and cash equivalents and trade accounts receivable and the increase in other current liabilities.

Our capital expenditures during the first half of 2024 were approximately $5.1 million, mainly in support of our operating activities.

Cash flow from operating activities

Net cash and cash equivalents provided by operating activities for the six months ended June 30, 2024, totalled $70.1 million. Net cash and cash equivalents provided by operating activities for the six months ended June 30, 2023 totalled $32.7 million.

During the first half of 2024, cash provided by operating activities was primarily attributable to the positive net income, the decrease in trade accounts receivable and the increase in other current liabilities, offset by the increase in inventory.

Cash flow from investing activities

Cash flow used in investing activities in the first half of 2024 was $43.7 million, primarily due to the purchase of short-term deposits and marketable securities, compared to $52.2 million provided in the first half of 2023.

Cash flow from financing activities

Cash flow used in financing activities the first half of 2024 was $60.0 million due to the dividend paid, compared to zero in the first half of 2023.