UNITED STATES
SECURITIES 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 November 2022

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.
(Registrant)

By: /s/ Moshe Eisenberg
——————————————
Moshe Eisenberg,
Chief Financial Officer

Dated: November 17, 2022

Camtek Ltd. P.O.Box 544, Ramat Gabriel Industrial Park Migdal Ha’Emek 23150,  ISRAEL Tel: +972 (4) 604-8100   Fax: +972 (4) 644-0523 E-Mail:    Info@camtek.com  Web site: http://www.camtek.com

CAMTEK LTD. Moshe Eisenberg, CFO Tel: +972 4 604 8308 Mobile: +972 54 900 7100 moshee@camtek.com INTERNATIONAL INVESTOR RELATIONS EK Global Investor Relations Ehud Helft
Tel: (US) 1 212 378 8040 camtek@ekgir.com

FOR IMMEDIATE RELEASE

CAMTEK ANNOUNCES RECORD REVENUE FOR THE THIRD QUARTER OF 2022

Revenue of $82.0 million; Expects Record Annual Revenue of around $320m for 2022

MIGDAL HAEMEK, Israel – November 17, 2022 – Camtek Ltd. (NASDAQ: CAMT; TASE: CAMT), today announced its financial results for the third quarter ended September 30, 2022.

Highlights of the Third Quarter of 2022

• Record quarterly revenue of $82.0 million; a 16% increase year-over-year;

• GAAP operating income of $20.6 million; non-GAAP operating income of $23.2 million, representing an operating margin of 25.2% and 28.3% respectively;

• GAAP net income of $20.7 million and non-GAAP net income of $23.3 million; and

• Strong operating cash flow of $25.3 million.

Forward-Looking Expectations

Management expects fourth quarter revenue to be similar to those of the third quarter, translating into record annual revenue of around $320 million for 2022.

Management Comment

Rafi Amit, Camtek’s CEO commented, “We had another record quarter and are providing positive guidance for the fourth quarter. In an increasingly complex environment, we are positioned to achieve a record year in 2022, supported by the company’s diversified  customer base, geographies and various secular trends.”

Third Quarter 2022 Financial Results

Revenue for the third quarter of 2022 was $82.0 million, an increase of 16% compared to the third quarter of 2021.

Gross profit on a GAAP basis in the quarter totaled $39.9 million (48.6% of revenue), compared to a gross profit of $35.8 million (50.6% of revenue) in the third quarter of 2021. Gross profit on a non-GAAP basis in the quarter totaled $40.2 million (49.0% of revenue), compared to $36.0 million (50.9% of revenue) in the third quarter of 2021.

Operating profit on a GAAP basis in the quarter totaled $20.6 million (25.2% of revenue), compared to an operating profit of $20.1 million (28.5% of revenue) in the third quarter of 2021. Operating profiton a non-GAAP basis in the quarter totaled $23.2 million (28.3% of revenue), compared to $21.7 million (30.6% of revenue) in the third quarter of 2021.

Net income on a GAAP basis in the quarter totaled $20.7 million, or $0.43 per diluted share, compared to net income of $18.5 million, or $0.41 per diluted share, in the third quarter of 2021. Net income on a non-GAAP basis in the quarter totaled $23.3 million, or $0.48 per diluted share, compared to non-GAAP net income of $20.0 million, or $0.45 per diluted share, in the third quarter of 2021.

Cash and cash equivalents and short-term deposits, as of September 30, 2022 were $392.3 million compared to $391 million as of June 30, 2022. In addition, there were $68.0 million in long-term deposits compared to $47.0 million as of June 30, 2022. During the quarter, Camtek generated $25.3 million in operating cash flow.

Conference Call

The Company will hold a conference call today starting at 9:00 am ET. Rafi Amit, CEO, Moshe Eisenberg, CFO and Ramy Langer, COO will host the call and will be available to answer questions after presenting the results.

To participate, please call one of the following telephone numbers a few minutes before the start of the call:

US:                          1 866 229 7198          at 9:00 am Eastern Time

Israel:                      03 918 0610               at 4:00 pm Israel Time

International:          +972 3 918 0610

Alternatively, the call will be webcast from a link on Camtek’s investor relations website, at https://www.camtek.com/investors/

For those unable to participate, the call will be available for replay on Camtek’s website beginning 24 hours after the call.

A summary presentation of the quarterly results will also be available on Camtek’s website.

ABOUT CAMTEK LTD.

Camtek is a leading manufacturer of metrology and inspection equipment and a provider of software solutions serving the Advanced Packaging, Memory, CMOS Image Sensors, MEMS, RF and other segments in the mid end of the semiconductor industry.

Camtek provides dedicated solutions and crucial yield-enhancement data, enabling manufacturers to improve yield and drive down their production costs.

With eight offices around the world, Camtek has best-in-class sales and customer support organization, providing tailor-made solutions in line with customers’ requirements.

This press release is available at http://www.camtek.com

This press release contains statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the current beliefs, expectations and assumptions of Camtek Ltd. (“we,” “us” and “our”). Forward-looking statements include our expected revenues for the fourth quarter and full year of 2022 and can be identified by the use of words including “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “may,” “expect,” “estimate,” “project,” “positioned,” “strategy,” and similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of Camtek to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Our actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including as a result of formal or informal imposition by countries of new or revised export and/or import and doing-business regulations or sanctions, including but not limited to changes in U.S. trade policies,  which can be made without prior notice, and our ability to effectively address such changes and their impact on the markets we serve; the risks relating to the concentration of a significant portion of our business in certain countries in the Asia Pacific Region, particularly China (which is our largest territory), Taiwan and Korea, some of which might be subject to the trade restrictions referred to above or involved in trade wars with countries which might impose such trade restrictions; the impact of the war in Ukraine, rising inflation, rising interest rates, volatile exchange rates and commodities’ prices, the risk of the continuation of disruptions to our and our customers’, providers’, business partners’ and contractors’ businesses as a result of the COVID-19 pandemic, such as, for example, the impact of imposed lockdowns in China; our dependency upon the semiconductor industry and the risk that unfavorable economic conditions or low capital expenditures may negatively impact our operating results; anticipated trends and impacts related to industry component and substrate shortages and other supply chain challenges; the future purchase, use, and availability of components supplied by third parties; impurities and other disruptions to our customers’ operations, which could lower production yields or interrupt manufacturing, and could result in the cancellation or delay of purchase of our products; the highly competitive nature of the markets we serve, some of which have dominant market participants with greater resources than us; the rapid evolvement of technology in the markets in which we operate, and our ability to adequately predict these changes or keep pace with emerging industry standards; changing industry and market trends; reduced demand for our products; the timely development of our new products and their adoption by the market; price reductions; and those other factors discussed in our Annual Report on Form 20-F and other documents filed by the Company with the SEC as well as other documents that may be subsequently filed by Camtek from time to time with the SEC.

While we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. In addition, any forward-looking statements represent Camtek’s views only as of the date of this press release and should not be relied upon as representing its views as of any subsequent date. Camtek does not assume any obligation to update any forward-looking statements unless required by law.

This press release provides financial measures that exclude: (i) share based compensation expenses; and (ii) tax settlement expenses, and are therefore not calculated in accordance with generally accepted accounting principles (GAAP). Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management uses both GAAP and non-GAAP measures when evaluating the business internally and therefore felt it is important to make these non-GAAP adjustments available to investors. A reconciliation between the GAAP and non-GAAP results appears in the tables at the end of this press release.

CAMTEK LTD. and its subsidiaries

Consolidated Balance Sheets

(In thousands)

	September 30,			December 31,
	2022			2021
	U.S. dollars
Assets
Current assets
Cash and cash equivalents		88,265			241,943
Short-term deposits		304,000			156,000
Trade accounts receivable, net		63,379			57,825
Inventories		69,809			58,759
Other current assets		10,640			5,653
Total current assets		536,093			520,180
Long-term deposits		68,000			32,000
Long term inventory		4,959			5,150
Deferred tax asset		77			227
Other assets		803			190
Property, plant and equipment, net		32,223			25,400
Intangible assets, net		582			610
Total non-current assets		106,644			63,577
Total assets		642,737			583,757
Liabilities and shareholders’ equity
Current liabilities
Trade accounts payable		27,699			33,550
Other current liabilities		51,888			56,137
Total current liabilities		79,587			89,687
Long-term liabilities
Other long-term liabilities		7,629			5,800
Convertible notes		195,463			194,643
Total long-term liabilities		203,092			200,443
Total liabilities		282,679			290,130
Shareholders’ equity
Ordinary shares NIS 0.01 par value, 100,000,000 shares authorized at September 30, 2022 and at December 31, 2021;
46,476,907 issued shares at September 30, 2022 and 45,939,019 at December 31, 2021;
44,384,531 shares outstanding at September 30, 2022 and 43,846,643 at December 31, 2021;		174			172
Additional paid-in capital		184,735			176,582
Retained earnings		177,047			118,771
		361,956			295,525
Treasury stock, at cost (2,092,376 shares as of September 30, 2022 and December 31, 2021)		(1,898	)		(1,898	)
Total shareholders' equity		360,058			293,627
Total liabilities and shareholders' equity		642,737			583,757

Camtek Ltd.

Consolidated Statements of Operations

(in thousands, except share data)

	Nine months ended September 30,						Three months ended September 30,						Year ended December 31,
	2022			2021			2022			2021			2021
	U.S. dollars						U.S. dollars						U.S. dollars
Revenue		238,734			195,488			81,990			70,686			269,659
Cost of revenue		118,824			95,724			42,131			34,893			132,315
Gross profit		119,910			99,764			39,859			35,793			137,344
Operating expenses:
Research and development costs		22,175			16,774			6,976			5,530			23,473
Selling, general and administrative costs		36,698			31,406			12,247			10,118			42,973
Total operating expenses		58,873			48,180			19,223			15,648			66,446
Operating income		61,037			51,584			20,636			20,145			70,898
Financial income, net		2,889			911			2,029			349			1,030
Income before income taxes		63,926			52,495			22,665			20,494			71,928
Income tax expense		(5,650	)		(4,978	)		(1,950	)		(1,989	)		(11,651	)
Net income		58,276			47,517			20,715			18,505			60,277

Earnings per share information:

	Nine months ended September 30,				Three months ended September 30,				Year ended December 31,
	2022		2021		2022		2021		2021
	U.S. dollars				U.S. dollars				U.S. dollars
Basic net earnings per share		1.30		1.09		0.47		0.42		1.38
Diluted net earnings per share		1.21		1.06		0.43		0.41		1.34
Weighted average number of
ordinary shares outstanding
(in thousands):
Basic		44,778		43,577		44,370		43,826		43,644
Diluted		48,200		44,627		48,306		44,658		45,035

Camtek Ltd.

Reconciliation of GAAP To Non-GAAP results

(In thousands, except share data)

	Nine Months ended September 30,						Three Months ended September 30,						Year ended December 31,
	2022			2021			2022			2021			2021
	U.S. dollars						U.S. dollars						U.S. dollars
Reported net income attributable to Camtek Ltd. on GAAP basis		58,276			47,517			20,715			18,505			60,277
Tax settlement (1)		-			-			-			-			5,305
Share-based compensation		8,152			4,193			2,560			1,512			5,815
Non-GAAP net income		66,428			51,710			23,275			20,017			71,397
Non–GAAP net income per diluted share		1.25			1.16			0.48			0.45			1.59
Gross margin on GAAP basis		50.2	%		51.0	%		48.6	%		50.6	%		50.9	%
Reported gross profit on GAAP basis		119,910			99,764			39,859			35,793			137,344
Share-based compensation		922			474			295			173			653
Non- GAAP gross margin		120,832			100,238			40,154			35,966			137,997
Non-GAAP gross profit		50.6	%		51.3	%		49.0	%		50.9	%		51.2	%
Reported operating income attributable to Camtek Ltd. on GAAP basis		61,037			51,584			20,636			20,145			70,898
Share-based compensation		8,152			4,193			2,560			1,512			5,815
Non-GAAP operating income		69,189			55,777			23,196			21,657			76,713

(1) In February 2022 the Company reached a settlement with the Israeli Tax Authorities and in the financial statements for the year ended December 31, 2021, recorded a one-time tax expense in respect of its historical exempt earnings.