UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report ___________
Commission file number 000-30664
(Exact name of Registrant as specified in its charter)
Israel
(Jurisdiction of incorporation or organization)
(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Ordinary Shares, nominal value NIS 0.01 per share | CAMT | Nasdaq Global Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
43,847,393 (as of March 8, 2022) ordinary shares, par value NIS 0.01 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒ No
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 ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☐ Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒
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• | references to “Camtek,” the “Company,” “us,” “we”, “our” and the “Registrant” refer to Camtek Ltd., an Israeli company, and its consolidated subsidiaries (unless otherwise indicated); |
• | references to “ordinary shares,” “our shares” and similar expressions refer to the Registrant’s ordinary shares, NIS 0.01 nominal (par) value per share; |
• | references to “dollars,” “U.S. dollars” and “$” are to United States Dollars; |
• | references to “shekels” and “NIS” are to New Israeli Shekels, the Israeli currency; |
• | references to the “Companies Law” are to Israel’s Companies Law, 5759-1999; |
• | references to the “Israeli Securities Law” are to Israel’s Securities Law, 5728-1968; |
• | references to the “SEC” are to the United States Securities and Exchange Commission; and |
• | references to the “Nasdaq Rules” are to rules of the Nasdaq Global Market. |
Item 1. | Identity of Directors, Senior Management and Advisers. |
Item 2. | Offer Statistics and Expected Timetable. |
Item 3. | Key Information. |
• | global economic conditions and worldwide demand for electronic equipment; |
• | instability in the global markets and in the geopolitical environment in many parts of the world, including the current war between Russia and Ukraine, as well as other disruptions may continue to put pressure on global economic conditions; |
• | changes in demand for our systems; |
• | changes made by customers to orders for our systems and/or installation schedules; |
• | product introductions and the market penetration period of new products; |
• | rapid shifts in industry capacity; |
• | the size, timing and shipment of substantial orders; |
• | timing of evaluation and qualification of our products by new customers; |
• | lack of visibility/low levels of backlog from the preceding quarter; |
• | product mixes; |
• | pricing of our products; |
• | timing of new product, upgrades or enhancements; |
• | level of operating expenses such as R&D expenses, agent commissions; |
• | fluctuations in interest rates; |
• | an outbreak of a contagious disease, such as COVID-19, which may cause us or our suppliers and/or customers to temporarily suspend our operations in the affected city or country; and |
• | Because most of our revenues are generated in U.S. dollars, but a significant portion of our expenses is incurred in currencies other than U.S. dollars, and mainly New Israeli Shekels, our profitability may be seriously harmed by currency fluctuations. |
• | global economic conditions, which generally influence stock market prices and volume fluctuations, including as a result of the effects of COVID-19 and the current war between Russia and Ukraine; |
• | investors’ views of the attractiveness of our new products; |
• | changes in expectations as to our future financial performance and/or announcements of actual results that vary significantly from such expectations; |
• | the announcement by us or our competitors of corporate transactions, merger and acquisition activities or other similar events impacting our financial performance; |
• | changes in financial estimates by securities analysts; |
• | our earnings releases and the earnings releases of our competitors; |
• | market conditions relating to our customers’ industries; |
• | announcements of technological innovations or new products by us or our competitors; |
• | other announcements, whether by us or others, referring to our financial condition, results of operations and changes in strategy; |
• | large block transactions in our ordinary shares; |
• | additions or departures of our key personnel; |
• | future offerings or sales of our ordinary shares; and |
• | announcements of significant claims or proceedings against us. Many of these factors are out of our control, and we believe that period-to-period comparisons of our financial results will not necessarily be indicative of our future performance. |
• | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q and current reports on Form 8-K; |
• | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of securities registered under the Exchange Act, including extensive disclosure of compensation paid or payable to certain of our highly compensated executives as well as disclosure of the compensation determination process; |
• | the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and |
• | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profit realized from any “short-swing” trading transaction (a purchase and sale, or sale and purchase, of the issuer’s equity securities within less than six months). |
Item 4. | Information on the Company. |
• | an electro-optical assembly unit which consists of a video camera, precision optics and illumination sources. The electro-optical unit captures the image of the inspected product; |
• | a precise, movable table, that holds the inspected product; and |
• | an electronic hardware unit, which operates the entire system and includes embedded components that process and analyze the captured image by using our proprietary algorithms. |
Product | Function |
Eagle-i | The Eagle-i system family is designed for high volume 2D inspection, delivering superior 2D inspection and 2D metrology capabilities. The system utilizes the most advanced algorithms enabling detection of down to sub-micron defects and measuring two micron line and space redistribution layer (“RDL”). The Eagle-i system family includes the EagleT-I and EagleT-I Plus models, which were designed for better accuracy and optical resolutions and higher throughput. |
Eagle-AP | The Eagle-AP system family addresses the fast-growing advanced packaging market using state of the art technologies, both software and hardware, that deliver superior 2D and 3D inspection and metrology capabilities on the same platform. The Eagle-AP metrology capabilities support the wide spectrum of bump sizes and all bump types, including copper pillars, micro-bumps, solder and gold bumps, meeting the advanced packaging market requirements, including measurement of bumps down to 2µm (microns) and providing high throughput. The Eagle-AP system family includes the EagleT-AP and EagleT-AP Plus models, equipped with higher throughput and improved metrology capabilities. |
Golden Eagle | Designed mainly for Fanout Panel-Level-Package (FO-PLP) applications, Camtek’s Golden Eagle is used for the inspection and metrology of standard panel sizes, up to 650mm x 650mm. The Golden Eagle addresses the challenges of Fanout Wafer Level Packaging (FOWLP), while providing a robust system that addresses high-volume manufacturing requirements. |
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
U.S. Dollars (In thousands) | ||||||||||||
Asia Pacific | 224,931 | 137,555 | 115,925 | |||||||||
United States | 28,641 | 9,847 | 10,388 | |||||||||
Europe | 16,087 | 8,457 | 7,706 | |||||||||
Total | 269,659 | 155,859 | 134,019 |
• | ongoing research, development and commercial implementation of new image acquisition, processing and analysis technologies; |
• | product architecture based on proprietary core technologies and commercially available hardware. Such architecture supports shorter time-to-market, flexible cost structure, longer service life and higher margins; |
• | fast response to evolving customer needs; |
• | ability to maintain competitive pricing; |
• | product compatibility with customer automation environment; and |
• | strong pre- and post-sale support (applications, service and training) deployed in immediate proximity to customer sites. |
December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
(U.S. Dollars in thousands) | ||||||||||||
Machinery and equipment* | 3,390 | 2,939 | 1,998 | |||||||||
Right of use (ROU) assets ** | 2,546 | 831 | 904 | |||||||||
Computer equipment and software | 990 | 631 | 305 | |||||||||
Building and leasehold improvements | 1,777 | 273 | 154 | |||||||||
Vehicles | 216 | 176 | - | |||||||||
Office furniture and equipment | 76 | 168 | 97 | |||||||||
Total | $ | 8,995 | $ | 5,018 | $ | 3,458 |
Name of Subsidiary | Jurisdiction of Incorporation |
Camtek H.K. Ltd. | Hong Kong |
Camtek USA Inc. | New Jersey, USA |
Camtek (Europe) NV | Belgium |
Camtek Germany GmbH | Germany |
Camtek Inspection Technology (Suzhou) Ltd. | China |
Camtek Japan Ltd. | Japan |
Camtek Inspection Technology Limited | Taiwan |
Camtek South East Asia Pte Ltd. | Singapore |
Camtek Korea Ltd. | South Korea |
D. | Property, Plants and Equipment |
Item 5. | Operating and Financial Review and Prospects. |
A. | Operating Results |
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Total Revenues | 100.00 | % | 100.00 | % | 100.00 | % | ||||||
Total Cost of revenues | 49.07 | % | 53.01 | % | 51.66 | % | ||||||
Gross profit | 50.93 | % | 46.99 | % | 48.34 | % | ||||||
Operating expenses: | ||||||||||||
Research and development costs | 8.70 | % | 12.56 | % | 12.19 | % | ||||||
Selling, general and administrative expenses | 15.94 | % | 19.91 | % | 19.76 | % | ||||||
Total operating expenses | 24.64 | % | 32.47 | % | 31.94 | % | ||||||
Operating income | 26.29 | % | 14.52 | % | 16.39 | % | ||||||
Financial income , net | 0.38 | % | 0.50 | % | 0.60 | % | ||||||
Income tax expenses | (4.32 | )% | (1.04 | )% | (1.46 | )% | ||||||
Net income from continuing operations | 22.35 | % | 13.97 | % | 15.54 | % | ||||||
Net income from discontinued operations | - | - | 0.87 | % | ||||||||
Net income | 22.35 | % | 13.97 | % | 16.41 | % |
• | improving our defect detection capabilities while reducing the number of false alarms, simplifying operation and reducing the level of user expertise required to realize the benefits of our systems; |
• | increasing the throughput of our Inspection and Metrology systems; |
• | providing unique technological solutions to our customers; and |
• | adding capabilities to expand our market segments. |
Item 6. | Directors, Senior Management and Key Employees |
Name | Age | Title | ||
Rafi Amit | 73 | Chief Executive Officer and Chairman of the Board of Directors* | ||
Yotam Stern | 69 | Director | ||
Leo Huang | 68 | Director | ||
I-Shih Tseng | 60 | Director | ||
Yael Andorn | 51 | Director** | ||
Yosi Shacham-Diamand | 68 | Director** | ||
Moty Ben-Arie | 67 | Director | ||
Orit Stav | 51 | Director | ||
Moshe Eisenberg | 55 | Chief Financial Officer | ||
Ramy Langer | 68 | Chief Operating Officer | ||
Orit Geva Dvash | 50 | Vice President - Human Resources |
Name and Principal Position (1) | Salary Cost (USD) (2) | Bonus (USD) (3) | Equity-Based Compensation (USD) (4) | Other (USD) (5) | Total (USD) |
Rafi Amit – Chief Executive Officer | 313,134 | 370,837 | 715,832 | 107,778 | 1,507,581 |
Ramy Langer - Chief Operating Officer | 362,059 | 127,732 | 432,604 | - | 922,395 |
Moshe Eisenberg - Chief Financial Officer | 303,479 | 114,247 | 391,566 | - | 809,292 |
Orit Geva-Dvash - Vice President, Human Resources | 192,094 | 53,357 | 201,795 | - | 447,246 |
Yael Andorn – Director, Chairwoman of the Audit Committee | - | - | 24,125 | 40,897 | 65,02 |
Total | 1,170766 | 666,173 | 1,765,922 | 148,675 | 3,751,536 |
(1) | All Covered Office Holders are employed on a full-time (100%) basis, except for Mr. Amit who dedicates 90% of his time to his role as our Chief Executive Officer and except for Ms. Yael Andorn who serves as an external director in the Company’s Board of Directors. |
(2) | Salary cost includes the Covered Office Holder’s gross salary plus payment of social benefits made by the Company on behalf of such Covered Office Holder. Such benefits may include, to the extent applicable to the Covered Office Holder, payment, contributions and/or allocations for saving funds (e.g. Managers’ Life Insurance Policy), education funds (referred to in Hebrew as “Keren Hishtalmut”), pension, severance, risk insurances (e.g. life, or work disability insurance), payments for social security and tax gross-up payments, vacation, car, medical insurance and benefits, phone, convalescence or recreation pay, and other benefits and perquisites consistent with the Company’s policies. |
(3) | Represents annual bonuses paid in accordance with the Covered Office Holder’s performance of targets as set forth in his or her bonus plan and approved by the Company’s Audit Committee and Board of Directors and/ or any special one-time bonuses as approved by the Company’s Audit Committee and Board of Directors in accordance with the Company’s Compensation Policy. |
(4) | Represents the equity-based compensation expenses recorded in the Company’s consolidated financial statements for the year ended December 31, 2021 for each Covered Office Holder, based on the options’ fair value on the grant date, calculated in accordance with accounting guidance for equity-based compensation. |
(5) | Includes relocation expenses which may consist of, to the extent applicable to the Covered Office Holder: housing, schooling, car, medical insurance and travel expenses for the Covered Office Holder and family members residing with him abroad. |
Employment Agreements
• | a majority of the shares voted at the meeting, which are not held by controlling shareholders or shareholders with personal interest in approving the appointment (excluding personal interest not resulting from contacts with the controlling shareholder), not taking into account any abstentions, vote in favor of the election; or |
• | a vote in which the total number of shares voting against the election of the external director, does not exceed two percent of the aggregate voting rights in the company. |
1. | a shareholder holding one percent or more of a company’s voting rights proposed the re-election of the nominee; |
2. | the board of directors proposed the re-election of the nominee and the election was approved by the shareholders by the majority required to appoint external directors for their initial term; or |
3. | the external director who is up for renewal has proposed himself or herself for re-election. |
Name of Director | Number of RSUs vested within 60 days as of March 10, 2022 | Number of RSUs vested as of March 10, 2022 and within 60 days | Number of Ordinary Shares held as of March 10, 2022 | |||
Rafi Amit | 0 | 0 | 0 | |||
Yotam Stern | 0 | 0 | 12.000 | |||
Moty Ben- Arie | 0 | 0 | 3,229 | |||
Yael Andorn | 0 | 0 | 3,229 | |||
Yosi Shacham-Diamand | 0 | 0 | 3,229 | |||
Leo Huang | 0 | 0 | 0 | |||
I-Shih Tseng | 0 | 0 | 0 | |||
Orit Stav | 0 | 0 | 0 |
• | transactions with Office Holders and third parties - where an Office Holder has a personal interest in the transaction; |
• | employment terms of Office Holders; and |
• | extraordinary transactions with controlling parties or with a third party where a controlling party has a personal interest in the transaction; or any transaction with the controlling shareholder or his relative regarding terms of service (provided directly or indirectly, including through a company controlled by the controlling shareholder) and terms of employment (for a controlling shareholder who is not an Office Holder). A “relative” is defined in the Companies Law as spouse, sibling, parent, grandparent, descendant, spouse’s descendant, sibling or parent and the spouse of any of the foregoing. |
• | the majority of the shares of shareholders who have no personal interest in the transaction and who are present and voting, vote in favor; or |
• | shareholders who have no personal interest in the transaction who vote against the transaction do not represent more than two percent of the aggregate voting rights in the company. |
• | a breach of his or her duty of care to us or to another person; |
• | a breach of his or her duty of loyalty to us, provided that the Office Holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice our interests; and |
• | a financial liability imposed upon him or her in favor of another person. |
• | a financial liability imposed on him or her in favor of another person by any judgment, including a settlement or an arbitration award approved by a court; |
• | reasonable litigation expenses, including attorney’s fees, incurred by the Office Holder as a result of an investigation or proceeding instituted against him by a competent authority which concluded without the filing of an indictment against him and without the imposition of any financial liability in lieu of criminal proceedings, or which concluded without the filing of an indictment against him but with the imposition of a financial liability in lieu of criminal proceedings concerning a criminal offense that does not require proof of criminal intent or in connection with a financial sanction (the phrases “proceeding concluded without the filing of an indictment” and “financial liability in lieu of criminal proceeding” shall have the meaning ascribed to such phrases in section 260(a)(1a) of the Companies Law); |
• | reasonable litigation expenses, including attorneys’ fees, expended by an Office Holder or charged to the Office Holder by a court, in a proceeding instituted against the Office Holder by the Company or on its behalf or by another person, or in a criminal charge from which the Office Holder was acquitted, or in a criminal proceeding in which the Office Holder was convicted of an offense that does not require proof of criminal intent; and |
• | expenses, including reasonable litigation expenses and legal fees, incurred by an Office Holder in relation to an administrative proceeding instituted against such Office Holder, or payment required to be made to an injured party, pursuant to certain provisions of the Israeli Securities Law. |
• | a breach by the Office Holder of his or her duty of loyalty, except that the company may enter into an insurance contract or indemnify an Office Holder if the Office Holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
• | a breach by the Office Holder of his or her duty of care if such breach was intentional or reckless, but unless such breach was solely negligent; |
• | any act or omission done with the intent to derive an illegal personal benefit; or |
• | any fine, civil fine, financial sanction or monetary settlement in lieu of criminal proceedings imposed on such Office Holder. |
D. | Employees |
As of December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Executive management | 4 | 4 | 4 | |||||||||
Research and development | 104 | 93 | 77 | |||||||||
Sales support | 113 | 101 | 92 | |||||||||
Sales and marketing | 46 | 37 | 35 | |||||||||
Administration | 45 | 47 | 47 | |||||||||
Operations | 92 | 74 | 67 | |||||||||
Total | 404 | 356 | 322 |
As of December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Israel | 255 | 222 | 200 | |||||||||
Abroad | 149 | 134 | 122 | |||||||||
Total | 404 | 356 | 322 |
Name | Number of Ordinary Shares Owned(1) | Percentage of Total Outstanding Ordinary Shares | ||
Priortech Ltd. | 9,256,687 | 21.11% | ||
Chroma ATE Inc. | 7,817,440 | 17.83% | ||
Yotam Stern(3) | 12,000 | 0.03% | ||
Rafi Amit(2) | * | * | ||
Leo Huang(4) | * | * | ||
I-Shih Tseng | * | * | ||
Moty Ben-Arie(5) | * | * | ||
Yosi Shacham- Diamand(5) | * | * | ||
Yael Andorn(5) | * | * | ||
Orit Stav(5) | * | * | ||
Moshe Eisenberg(5) | * | * | ||
Ramy Langer(5) | * | * | ||
* Beneficially owns less than 1% |
(1) | Ordinary shares relating to options and RSUs currently exercisable or exercisable within 60 days as of March 10, 2022, are deemed outstanding for computing the percentage of the persons holding such securities but are not deemed outstanding for computing the percentage of any other person. As of the date of this Annual Report, the total number of options held by the persons included in the above table that are currently exercisable or exercisable within 60 days as of March 8, 2022, was 421. |
(2) | Mr. Amit does not own directly our ordinary shares. In addition, as a result of a voting agreement relating to a majority of Priortech’s voting equity, Mr. Amit may be deemed to control Priortech. As a result, Mr. Amit may be deemed to beneficially own the shares of the Company held by Priortech. Mr. Amit disclaims beneficial ownership of such shares. |
(3) | Mr. Stern directly owns 12,000 of our ordinary shares. In addition, as a result of a voting agreement relating to a majority of Priortech’s voting equity, Mr. Stern may be deemed to control Priortech. As a result, Mr. Stern may be deemed to beneficially own the shares of the Company held by Priortech. Mr. Stern disclaims beneficial ownership of such shares. |
(4) | Mr. Huang does not directly own any of our ordinary shares. Based on information we received from Chroma Mr. Huang is considered a controlling person with regard to Chroma, accordingly Mr. Huang may be deemed to beneficially own the shares of the Company held by Chroma. Mr. Huang disclaims beneficial ownership of such shares. |
(5) | Holding less than 1% of our outstanding ordinary shares (including options and RSUs held by each such person which have vested or will vest within 60 days as of March 8,2022) and have therefore holding percentages have not been listed separately. |
Number of Ordinary Shares* | Percentage | |||||||
Priortech Ltd. (1) | 9,256,687 | 21.11 | % | |||||
Chroma ATE Inc. (2) | 7,817,440 | 17.83 | % | |||||
Migdal Insurance & Financial Holdings Ltd (3) | 3,420,170 | 7.80 | % |
(1) | 29.04% of the voting equity in Priortech Ltd. is subject to a voting agreement. As a result of this agreement, and due to the fact that there are no other shareholders holding more than 50% of the voting equity in Priortech Ltd., Messrs. Rafi Amit, Yotam Stern, David Kishon, and Hanoch Feldstien and the estates of Itzhak Krell (deceased), Zehava Wineberg (deceased) and Haim Langmas (deceased), may be deemed to control Priortech Ltd. The voting agreement does not provide for different voting rights for Priortech than the voting rights of other holders of our ordinary shares. Priortech’s principal executive offices are located at South Industrial Zone, Migdal Ha’Emek 23150, Israel. |
(2) | Based on the Schedule 13G filed by Chroma ATE Inc. on August 5, 2019, which presented ownership as of June 19, 2019. The 7,817,440 Ordinary Shares reported under such Schedule 13G by Chroma are beneficially owned by Chroma. Chroma’s principal address is No. 66, Hwa Ya 1 Rd., Guishan District, Taoyuan City 333, Taiwan. |
(3) | Based on the Schedule 13G filed by Migdal Insurance & Financial Holdings Ltd. (“Migdal”) on February 2, 2022, which presented ownership as of December 31, 2021. Of the 3,420,170 Ordinary Shares reported as beneficially owned by the Migdal (i) 3,420,170 Ordinary Shares are held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed by direct and indirect subsidiaries of Migdal, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, and (ii) 562,365 Ordinary Shares are held by companies for the management of funds for joint investments in trusteeship, each of which operates under independent management and makes independent voting and investment decisions, and (iii) - are beneficially held for their own account (Nostro account). Migdal’s principal business address is 4 Efal Street; P.O. Box 3063; Petach Tikva 49512, Israel. |
• | an individual citizen or resident of the United States for U.S. federal income tax purposes; |
• | a corporation (or another entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any political subdivision thereof, or the District of Columbia; |
• | an estate, the income of which may be included in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust (i) if, in general, a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (ii) that has in effect a valid election under applicable U.S. Treasury Regulations to be treated as a U.S. person. |
1 KL Tax reviewing. |
Tax Year | Development “Zone A” | Other Areas within Israel | Regular Corporate Tax Rate |
2011-2012 | 10% | 15% | 24%-25% |
2013 | 7% | 12.5% | 25% |
2014-2015 | 9% | 16% | 26.5% |
2016 | 9% | 16% | 25% |
2017 | 7.5% | 16% | 24% |
2018 | 7.5% | 16% | 23% |
2019 | 7.5% | 16% | 23% |
2020 | 7.5% | 16% | 23% |
2021 | 7.5% | 16% | 23% |
Enterprise type | Development “Zone A” | Other Areas within Israel | Regular Corporate Tax Rate |
Preferred Enterprise | 7.5% | 16% | 23% |
Special Preferred Enterprise | 5% | 8% | 23% |
Preferred Technological Enterprise | 7.5% | 12% | 23% |
Special Preferred Technological Enterprise | 6% | 6% | 23% |
• | amortization of the cost of purchased know-how and patents over an eight-year period for tax purposes, from the tax year it began to use them; |
• | amortization of expenses incurred in some cases in connection with a public issuance of publicly traded securities over a three-year period; and |
• | accelerated depreciation rates on equipment and buildings. |
(a) | Disclosure Controls and Procedures. |
(b) | Management’s Annual Report on Internal Control Over Financial Reporting. |
(c) | Attestation Report of the Registered Public Accounting Firm. |
(d) | Changes in Internal Control over Financial Reporting. |
Fee Category | For 2021 Services Rendered | For 2020 Services Rendered |
Audit Fees (1) | 334,850 | 302,700 |
Tax Fees (2) | 36,500 | 7,700 |
- | We have opted out of the requirement that all securities listed on Nasdaq be eligible for a direct registration program operated by a registered clearing agency as set forth in Rule 5255(a). Our procedures regarding the issuance of stock certificates comply with Israeli law and practice. According to the Companies Law, a share certificate is defined as a certificate which states the name of the owner registered in the company’s shareholders register, as well as the number of shares he or she owns. In the event that what is registered in the company’s shareholders register conflicts with a share certificate, then the evidentiary value of the shareholder register outweighs the evidentiary value of the share certificate. A shareholder registered in the company’s shareholders register is entitled to receive from the company a certificate evidencing his ownership of the share. |
- | As all members of our Audit Committee meet the independence requirements for compensation committee members set forth in Nasdaq Rule 5605(d)(2), as a foreign private issuer, we have elected, pursuant to Nasdaq Rule 5615(a)(3), to follow Israeli practice, in lieu of compliance with the certain provisions of Nasdaq Rule 5605(d), requiring us to have a separate compensation committee. Accordingly, and consistent with Israeli law allowing an audit committee that satisfies the requirements of the Companies Law regarding the composition of a compensation committee, to carry out all duties and responsibilities of the compensation committee, our Audit Committee has been authorized to assume the functions and responsibilities of a compensation committee. In this respect, we have also opted out the requirement to adopt and file a compensation committee charter as set forth in Rule 5605(d)(1).We have opted out of the requirement for shareholder approval of stock option plans and other equity based compensation arrangements as set forth in Nasdaq Rule 5635 and Nasdaq Rule 5605(d), respectively. Nevertheless, as required under the Companies Law, special shareholder voting procedures are followed for the approval of equity based compensation of certain Office Holders or employees who are controlling shareholders or any relative thereof, as well as of our Chief Executive Officer and members of our Board of Directors. Equity based compensation arrangements with Office Holders (chief executive officer and directors excluded) or employees who are not controlling shareholders or any relative thereof, are approved by our Compensation Committee and our Board of Directors, provided they are consistent with our Compensation Policy, and in special circumstances in deviation therefrom, taking into account certain considerations as set forth in the Companies Law. |
- | We have opted out the requirement for conducting annual meetings as set forth in Nasdaq Rule 5620(a), which requires Camtek to hold its annual meetings of shareholders within twelve months of the end of a company’s fiscal year end. Instead, Camtek is following home country practice and law in this respect. The Companies Law requires that an annual meeting of shareholders be held every year, and not later than 15 months following the last annual meeting (see in Item 10.B – “Memorandum and Articles - Voting, Shareholders’ Meetings and Resolutions” above). Our 2021 AGM was held on August 18, 2021, therefore our 2022 AGM must be held by November 18, 2022. Further, we have opted out the requirement set under Rule 5620(c) of the Nasdaq Rules which requires the presence of two or more shareholders holding at least 33 1/3%, and in lieu follow our home country practice and Israeli law, according to which the quorum for any shareholders meeting will be the presence of two or more shareholders holding at least 25% of the voting rights in the aggregate - within half an hour from the time set for opening the meeting. |
- | We have chosen to follow our home country practice in lieu of the requirements of Nasdaq Rule 5250(d)(1), relating to an issuer’s furnishing of its annual report to shareholders. Specifically, we file annual reports on Form 20-F, which contain financial statements audited by an independent accounting firm, electronically with the SEC and post a copy on our website. |
Camtek Ltd.
and its subsidiaries
Consolidated Financial Statements
As of December 31, 2021
Camtek Ltd. and its subsidiaries |
Financial Statements as at December 31, 2021 |
Contents |
| Page |
Report of Independent Registered Public Accounting Firm (PCAOB ID No.1057) | F-2 to F-3 |
F-4 | |
F-5 to F-6 | |
F-7 | |
F-8 to F-9 | |
F-10 to F-44 |
December 31, | |||||||||||
2021 | 2020 | ||||||||||
Note | U.S. Dollars (In thousands) | ||||||||||
Assets | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | 3 | 241,943 | 105,815 | ||||||||
Short-term deposits | 3 | 156,000 | 72,000 | ||||||||
Trade accounts receivable, net | 13 | 57,825 | 41,001 | ||||||||
Inventories | 4 | 58,759 | 39,736 | ||||||||
Other current assets | 5 | 5,653 | 3,366 | ||||||||
Total current assets | 520,180 | 261,918 | |||||||||
Long-term deposits | 6 | 32,000 | 0 | ||||||||
Long-term inventory | 4 | 5,150 | 4,416 | ||||||||
Deferred tax asset, net | 18 | 227 | 482 | ||||||||
Other assets | 190 | 85 | |||||||||
Property, plant and equipment, net | 7, 2V | 25,400 | 20,398 | ||||||||
Intangible assets, net | 8 | 610 | 609 | ||||||||
Total non-current assets | 63,577 | 25,990 | |||||||||
Total assets | 583,757 | 287,908 | |||||||||
Liabilities and shareholder’s equity | |||||||||||
Current liabilities | |||||||||||
Trade accounts payable | 33,550 | 27,180 | |||||||||
Other current liabilities | 9 | 56,137 | 30,204 | ||||||||
Total current liabilities | 89,687 | 57,384 | |||||||||
Long-term liabilities | |||||||||||
Other long-term liabilities | 10,12 | 5,800 | 3,260 | ||||||||
Convertible notes | 11 | 194,643 | 0 | ||||||||
200,443 | 3,260 | ||||||||||
Total liabilities | 290,130 | 60,644 | |||||||||
Commitments and contingencies | 12 | ||||||||||
Shareholders’ equity | 14 | ||||||||||
Ordinary shares NIS 0.01 par value, 100,000,000 shares authorized at December 31, 2021 and 2020; | |||||||||||
45,939,019 and 45,365,354 issued shares at December 31, 2021 and 2020, respectively; | |||||||||||
43,846,643 and 43,272,978 shares outstanding at December 31, 2021 and 2020, respectively | 172 | 171 | |||||||||
Additional paid-in capital | 176,582 | 170,497 | |||||||||
Retained earnings | 118,771 | 58,494 | |||||||||
295,525 | 229,162 | ||||||||||
Treasury stock, at cost (2,092,376 shares as of December 31, 2021 and 2020) | (1,898 | ) | (1,898 | ) | |||||||
Total shareholders' equity | 293,627 | 227,264 | |||||||||
Total liabilities and shareholders' equity | 583,757 | 287,908 |
Year Ended December 31, | |||||||||||||||
2021 | 2020 | 2019 | |||||||||||||
Note | U.S. Dollars (In thousands, except per share data) | ||||||||||||||
Revenues | 17A | 269,659 | 155,859 | 134,019 | |||||||||||
Cost of revenues | 132,315 | 82,628 | 69,235 | ||||||||||||
Gross profit | 137,344 | 73,231 | 64,784 | ||||||||||||
Operating expenses: | |||||||||||||||
Research and development | 23,473 | 19,575 | 16,331 | ||||||||||||
Selling, general and administrative | 17B | 42,973 | 31,032 | 26,481 | |||||||||||
Total operating expenses | 66,446 | 50,607 | 42,812 | ||||||||||||
Operating profit | 70,898 | 22,624 | 21,972 | ||||||||||||
Financial income, net | 17C | 1,030 | 775 | 801 | |||||||||||
Income from continuing operations before incomes taxes | 71,928 | 23,399 | 22,773 | ||||||||||||
Income tax expense | 18 | (11,651 | ) | (1,621 | ) | (1,950 | ) | ||||||||
Net income from continuing operations | 60,277 | 21,778 | 20,823 | ||||||||||||
Income from discontinued operations | |||||||||||||||
Income before income tax expense | 0 | 0 | 1,257 | ||||||||||||
Income tax expense | 0 | 0 | (94 | ) | |||||||||||
Net income from discontinued operations | 0 | 0 | 1,163 | ||||||||||||
Net income | 60,277 | 21,778 | 21,986 |
The accompanying notes are an integral part of the consolidated financial statements.
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
U.S. Dollars | ||||||||||||
Earnings per share information (see Note 15): | ||||||||||||
Basic earnings from continuing operations | 1.38 | 0.55 | 0.55 | |||||||||
Basic earnings from discontinued operations | 0 | 0 | 0.03 | |||||||||
Basic net earnings per share | 1.38 | 0.55 | 0.58 | |||||||||
Diluted earnings from continuing operations | 1.34 | 0.54 | 0.54 | |||||||||
Diluted earnings from discontinued operations | 0 | 0 | 0.03 | |||||||||
Diluted net earnings per share | 1.34 | 0.54 | 0.57 | |||||||||
Weighted average number of ordinary shares outstanding: | ||||||||||||
Basic | 43,644 | 39,383 | 37,626 | |||||||||
Diluted | 45,035 | 40,372 | 38,432 |
Ordinary Shares | Treasury Stock | Additional | Total | |||||||||||||||||||||||||
NIS 0.01 par value | NIS 0.01 par value | paid-in | Retained | shareholders' | ||||||||||||||||||||||||
Number of | U.S. Dollars | Number of | U.S. Dollars | capital | earnings | equity | ||||||||||||||||||||||
Shares | (In thousands) | Shares | (In thousands) | U.S. Dollars (In thousands) | ||||||||||||||||||||||||
Balances at December 31, 2018 | 38,535,445 | 151 | (2,092,376 | ) | (1,898 | ) | 81,873 | 21,281 | 101,407 | |||||||||||||||||||
Issuance of shares, net | 1,700,000 | 5 | - | - | 16,021 | - | 16,026 | |||||||||||||||||||||
Exercise of share options and RSUs | 506,910 | 1 | - | - | 541 | - | 542 | |||||||||||||||||||||
Share-based compensation expense | - | - | - | - | 2,892 | - | 2,892 | |||||||||||||||||||||
Dividend | - | - | - | - | - | (6,551 | ) | (6,551 | ) | |||||||||||||||||||
Net income | - | - | - | - | - | 21,986 | 21,986 | |||||||||||||||||||||
Balances at December 31, 2019 | 40,742,355 | 157 | (2,092,376 | ) | (1,898 | ) | 101,327 | 36,716 | 136,302 | |||||||||||||||||||
Issuance of shares, net | 4,025,000 | 12 | - | - | 64,308 | - | 64,320 | |||||||||||||||||||||
Exercise of share options and RSUs | 597,999 | 2 | - | - | 627 | - | 629 | |||||||||||||||||||||
Shared-based compensation expense | - | - | - | - | 4,235 | - | 4,235 | |||||||||||||||||||||
Net income | - | - | - | - | - | 21,778 | 21,778 | |||||||||||||||||||||
Balances at December 31, 2020 | 45,365,354 | 171 | (2,092,376 | ) | (1,898 | ) | 170,497 | 58,494 | 227,264 | |||||||||||||||||||
Exercise of share options and RSUs | 573,665 | 1 | - | - | 270 | - | 271 | |||||||||||||||||||||
Share-based compensation expense | - | - | - | - | 5,815 | - | 5,815 | |||||||||||||||||||||
Net income | - | - | - | - | - | 60,277 | 60,277 | |||||||||||||||||||||
Balances at December 31, 2021 | 45,939,019 | 172 | (2,092,376 | ) | (1,898 | ) | 176,582 | 118,771 | 293,627 |
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
U.S. Dollars (In thousands) | ||||||||||||
Cash flows from operating activities: | ||||||||||||
Net income | 60,277 | 21,778 | 21,986 | |||||||||
Discontinued operations, net of tax | 0 | 0 | (1,163 | ) | ||||||||
Adjustments to reconcile net income to net cash | ||||||||||||
provided by operating activities: | ||||||||||||
Depreciation and amortization | 2,811 | 2,234 | 2,134 | |||||||||
Deferred tax expense | 255 | 476 | 1,526 | |||||||||
Amortization of debt issuance costs | 113 | 0 | 0 | |||||||||
Share based compensation expense | 5,815 | 4,235 | 2,892 | |||||||||
Change in provision for doubtful debts | (32 | ) | (87 | ) | (29 | ) | ||||||
Loss on disposal of fixed assets | 4 | 0 | 64 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Trade accounts receivable, gross | (17,338 | ) | (9,696 | ) | 156 | |||||||
Inventories | (21,702 | ) | (19,330 | ) | 4,798 | |||||||
Due from related parties | (12 | ) | 72 | 58 | ||||||||
Other assets | (2,380 | ) | (501 | ) | (236 | ) | ||||||
Trade accounts payable | 6,190 | 15,661 | (4,100 | ) | ||||||||
Other current liabilities | 26,956 | 10,910 | (3,460 | ) | ||||||||
Net cash provided by operating activities from continuing operations | 60,957 | 25,752 | 24,626 | |||||||||
Net cash provided by operating activities | 60,957 | 25,752 | 24,626 | |||||||||
Cash flows from investing activities: | ||||||||||||
Investment in short-term deposits | (84,000 | ) | (20,500 | ) | (51,500 | ) | ||||||
Investment in long-term deposits | (32,000 | ) | 0 | 0 | ||||||||
Purchase of fixed assets | (4,065 | ) | (2,410 | ) | (1,256 | ) | ||||||
Purchase of intangible assets | (111 | ) | (216 | ) | (106 | ) | ||||||
Net cash used in investing activities from continuing operations | (120,176 | ) | (23,126 | ) | (52,862 | ) | ||||||
Net cash provided by investing activities from discontinued operations | 0 | 0 | 1,257 | |||||||||
Net cash used in investing activities | (120,176 | ) | (23,126 | ) | (51,605 | ) |
Camtek Ltd. and its subsidiaries |
Consolidated Statements of Cash Flows (continued) |
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
U.S. Dollars (In thousands) | ||||||||||||
Cash flows from financing activities: | ||||||||||||
Share issuance, net | 0 | 64,288 | 16,026 | |||||||||
Proceeds from exercise of share options | 271 | 629 | 542 | |||||||||
Issuance of convertible notes, net | 194,530 | 0 | 0 | |||||||||
Dividend payment | 0 | 0 | (6,551 | ) | ||||||||
Net cash provided by financing activities | 194,801 | 64,917 | 10,017 | |||||||||
Effect of exchange rate changes on cash | 546 | 225 | 74 | |||||||||
Net increase (decrease) in cash and cash equivalents | 136,128 | 67,768 | (16,888 | ) | ||||||||
Cash and cash equivalents at beginning of the year | 105,815 | 38,047 | 54,935 | |||||||||
Cash and cash equivalents at end of the year | 241,943 | 105,815 | 38,047 |
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
U.S. Dollars (In thousands) | ||||||||||||
Supplementary cash flows information: | ||||||||||||
A. Cash paid and received during the year for: | ||||||||||||
Income taxes | 558 | 546 | 666 | |||||||||
Interest received | 1,057 | 1,420 | 1,112 | |||||||||
Lease payments | 1,060 | 1,025 | 1,077 | |||||||||
B. Non-cash transactions: | ||||||||||||
Fixed assets purchased with supplier credit | 339 | 159 | 154 |
A. | Camtek Ltd. (“Camtek” or “Company”), an Israeli corporation, is jointly controlled by (20.93%) Priortech Ltd. (“Priortech”), an Israeli corporation listed on the Tel-Aviv Stock Exchange and (17.83%) Chroma Ate Inc. (“Chroma”) (See Note 1(C) below). Camtek provides automated and technologically advanced solutions dedicated to enhancing production processes, increasing products yield and reliability, enabling and supporting customers’ latest technologies in the semiconductor fabrication industry. |
B. | In November 2021, the Company closed an offering of $200,000 aggregate principal amount of 0% Convertible Senior Notes due 2026 (“Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, which included the full exercise of underwriters’ option to purchase an additional $25,000 of Convertible Notes, raising $194,530 net of underwriting discounts and commissions and other offering expenses. See Note 11. | |
C. | In November 2020, the Company completed a successful public offering of 4,025,000 ordinary shares, which includes the full exercise of the underwriters’ option to purchase 525,000 additional ordinary shares, at a price to the public of $17.00 per share. The net proceeds to the Company, after the deduction of underwriting discounts and commissions and other offering expenses, totaled $64,320. | |
D. | In February 2019, Chroma Ate Inc, a Taiwanese company, acquired approximately 20.5% of Camtek’s shares in a cash transaction. 6,117,440 Camtek shares were purchased from Priortech for $58,100 whilst a further 1,700,000 new shares were issued by Camtek, for $16,200 (before issuance costs). The cash consideration was calculated based on a share-price of $9.50 per Camtek share, which reflected a 29% premium on Camtek’s closing price as of February 8, 2019. A voting agreement was signed between Priortech and Chroma according to which the parties will vote together in Camtek’s shareholders’ meetings. According to the voting agreement, after the closing of the transaction, Chroma is entitled to two seats on Camtek’s Board of Directors and Priortech is entitled to three seats. In addition to the investment, Chroma and Camtek entered into an agreement in which Camtek will license its triangulation technology, a metrology solution, in a fee-bearing license for non-semiconductor applications to be used by Chroma. In addition, Chroma and Camtek agreed to cooperate in potential projects for the semiconductor market based on synergies between their inspection and metrology technologies. The transaction was completed in June 2019. |
A. | Basis of preparation of the financial statements |
B. | Principles of consolidation |
C. | Use of estimates |
D. | Foreign currency transactions |
E. | Cash and cash equivalents |
F. | Short-term deposits |
G. | Trade accounts receivable and allowance for doubtful accounts |
H. | Inventories |
I. | Property, plant and equipment |
Land | 1% |
Building | 2% |
Machinery and equipment | 10% - 33% |
Computer equipment and software | 20% - 33% |
Office furniture and equipment | 6% - 20% |
Automobiles | 15% |
J. | Intangible assets |
K. | Impairment of long-lived assets |
L. | Fair values of financial instruments |
M. | Revenue recognition |
M. | Revenue recognition (cont’d) |
Year Ended December 31, | ||||||||
2021 | 2020 | |||||||
U.S. Dollars (in thousands) | ||||||||
Beginning of year | 2,534 | 2,606 | ||||||
Deferral of revenue | 6,245 | 1,864 | ||||||
Recognition of deferred revenue | (1,912 | ) | (1,936 | ) | ||||
Balance at end of year | 6,867 | 2,534 |
N. | Warranty |
O. | Income taxes |
P. | Research and development |
Q. | Earnings per ordinary share |
R. | Share-based compensation |
S. | Fair value measurements |
T. | Contingent liabilities |
U. | Government-sponsored research and development |
V. | Leases |
V. | Leases (cont’d) |
W. | Convertible Notes |
X. | Recent Accounting Pronouncements |
December 31, | ||||||||
2021 | 2020 | |||||||
U.S. Dollars (in thousands) | ||||||||
US Dollars | 225,283 | 102,669 | ||||||
New Israeli Shekels | 13,566 | 1,542 | ||||||
Other currencies | 3,094 | 1,604 | ||||||
241,943 | 105,815 |
December 31, | ||||||||
2021 | 2020 | |||||||
U.S. Dollars (in thousands) | ||||||||
Components | 33,212 | 19,630 | ||||||
Work in process | 12,688 | 10,123 | ||||||
Finished products * | 18,009 | 14,399 | ||||||
63,909 | 44,152 |
December 31, | ||||||||
2021 | 2020 | |||||||
U.S. Dollars (in thousands) | ||||||||
Current assets | 58,759 | 39,736 | ||||||
Non-current assets (A) | 5,150 | 4,416 | ||||||
63,909 | 44,152 |
Note 5 - Other Current Assets
December 31, | ||||||||
2021 | 2020 | |||||||
U.S. Dollars (in thousands) | ||||||||
Due from Government institutions and income tax receivables | 2,623 | 2,269 | ||||||
Prepaid expenses | 2,025 | 455 | ||||||
Interest receivable | 463 | 207 | ||||||
Other | 542 | 435 | ||||||
5,653 | 3,366 |
Note 7 - Property, Plant and Equipment, Net
December 31, | ||||||||
2021 | 2020 | |||||||
U.S. Dollars (in thousands) | ||||||||
Cost: | ||||||||
Land | 863 | 863 | ||||||
Building | 15,208 | 14,438 | ||||||
Machinery and equipment | 13,911 | 11,260 | ||||||
Office furniture and equipment | 881 | 785 | ||||||
Computer equipment and software | 5,383 | 4,760 | ||||||
Automobiles | 479 | 263 | ||||||
Leasehold improvements | 1,642 | 630 | ||||||
Right of use assets | 4,969 | 3,014 | ||||||
43,336 | 36,013 | |||||||
Less accumulated depreciation | 17,936 | 15,615 | ||||||
25,400 | 20,398 |
December 31, | ||||||||
2021 | 2020 | |||||||
U.S. Dollars (in thousands) | ||||||||
Patent registration costs | 2,038 | 1,927 | ||||||
Accumulated amortization | 1,428 | 1,318 | ||||||
Total intangible assets, net | 610 | 609 |
Year ended December 31, | U.S. Dollars (in thousands) | |
2022 | 99 | |
2023 | 97 | |
2024 | 89 | |
2025 | 82 | |
2026 | 68 |
Note 9 - Other Current Liabilities
December 31, | ||||||||
2021 | 2020 | |||||||
U.S. Dollars (in thousands) | ||||||||
Commissions | 15,967 | 7,965 | ||||||
Government institutions and income tax payable | 11,566 | 752 | ||||||
Accrued employee compensation and other related benefits | 10,923 | 9,698 | ||||||
Advances from customers and deferred revenues | 10,837 | 6,155 | ||||||
Accrued warranty costs (1) | 3,265 | 2,328 | ||||||
Accrued expenses | 2,561 | 2,570 | ||||||
Operating lease obligations (See Note 2(U)) | 1,018 | 736 | ||||||
56,137 | 30,204 |
(1) | Changes in the accrued warranty costs are as follows: |
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
U.S. Dollars (in thousands) | ||||||||||||
Beginning of year | 2,328 | 1,723 | 1,714 | |||||||||
Accruals | 6,333 | 3,667 | 3,170 | |||||||||
Usage | (5,396 | ) | (3,062 | ) | (3,161 | ) | ||||||
Balance at end of year | 3,265 | 2,328 | 1,723 |
December 31, | ||||||||
2021 | 2020 | |||||||
U.S. Dollars (in thousands) | ||||||||
Liability for severance pay (A) | 1,266 | 1,239 | ||||||
Deferred revenues related to non-standard warranty (B) | 2,620 | 1,342 | ||||||
Lease liabilities in respect of ROU assets | 1,914 | 679 | ||||||
5,800 | 3,260 |
1. | The liability in respect of most of its employees in Israel is discharged by participating in a defined contribution pension plan and making regular deposits with a pension fund or by individual insurance policies. The liability deposited with the pension fund is based on salary components as prescribed in the existing labor agreement. The custody and management of the amounts so deposited are independent of the companies and accordingly such amounts funded (included in expenses on an accrual basis) and related liabilities are not reflected in the balance sheet. |
2. | The liability for severance pay which is not covered by the contribution plan amounted to $1,266 and $1,239 as of December 31, 2021 and 2020, respectively. |
3. | Severance pay expenses were $1,636, $1,362, and $1,167 in 2021, 2020 and 2019, respectively. |
December 31, | ||||
2021 | ||||
U.S. Dollars (in thousands) | ||||
Liability: | ||||
Principle: | 200,000 | |||
Unamortized issuance costs | 5,357 | |||
Net carrying amount | 194,643 |
A. | Operating leases |
December 31, | ||||||||
2021 | 2020 | |||||||
U.S. Dollars (in thousands) | ||||||||
Cost: | ||||||||
ROU assets – opening balance | 3,014 | 2,471 | ||||||
ROU assets – additions | 2,546 | 831 | ||||||
ROU assets – disposals | (591 | ) | (288 | ) | ||||
4,969 | 3,014 | |||||||
Less accumulated depreciation | 2,037 | 1,599 | ||||||
2,932 | 1,415 |
December 31, | ||||||||
2021 | 2020 | |||||||
U.S. Dollars (in thousands) | ||||||||
Other current liabilities | 1,018 | 736 | ||||||
Other long-term liabilities | 1,914 | 679 | ||||||
Total lease liabilities | 2,932 | 1,415 |
A. | Operating leases (cont.) |
Year ended December 31, | U.S. Dollars (in thousands) | |||
2022 | 1,091 | |||
2023 | 802 | |||
2024 | 557 | |||
2025 | 429 | |||
2026 | 165 | |||
3,044 | ||||
Less imputed interest | 112 | |||
Total lease liabilities | 2,932 |
Balance at | Balance at | |||||||||||||||||||
beginning | Reversal of | Write-off of | end of | |||||||||||||||||
of year | Provision | provision | provision | year | ||||||||||||||||
U.S. Dollars (in thousands) | ||||||||||||||||||||
2019 | 410 | 87 | (116 | ) | (252 | ) | 129 | |||||||||||||
2020 | 129 | 0 | (87 | ) | (3 | ) | 39 | |||||||||||||
2021 | 39 | 0 | 0 | (32 | ) | 7 |
2021 Grant | |
Valuation assumptions: | |
Dividend yield | 0 |
Expected volatility | 48% |
Risk-free interest rate | 1.19% |
Expected life (years) | 4.0 |
Vesting period (years) | 1.0 |
Year Ended December 31, | ||||||||||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||||
Number | average | Number | average | Number | average | |||||||||||||||||||
of | exercise | of | exercise | of | exercise | |||||||||||||||||||
options | price US$ | options | price US$ | options | price US$ | |||||||||||||||||||
Outstanding at January 1 | 89,925 | 3.80 | 309,792 | 3.29 | 519,785 | 3.16 | ||||||||||||||||||
Granted | 5,704 | 36.45 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Forfeited and cancelled | (106 | ) | 4.38 | (12,876 | ) | 3.74 | (10,750 | ) | 2.41 | |||||||||||||||
Exercised | (73,421 | ) | 3.67 | (206,991 | ) | 3.04 | (199,243 | ) | 2.69 | |||||||||||||||
Outstanding at year end | 22,102 | 12.66 | 89,925 | 3.80 | 309,792 | 3.29 | ||||||||||||||||||
Exercisable at year end | 16,398 | 4.38 | 63,253 | 3.55 | 225,110 | 3.08 |
Note 14 - Shareholders’ Equity (cont’d)
Weighted | Aggregate | |||||||||||||||
Number | Weighted | Average | intrinsic | |||||||||||||
of | average | Remaining | Value (in | |||||||||||||
options | exercise | Contractual | US$ | |||||||||||||
outstanding | price US$ | term (years) | thousands) | |||||||||||||
Outstanding as of December 31, 2021 | 22,102 | 12.66 | 3.743 | 738 | ||||||||||||
Exercisable at December 31, 2021 | 16,398 | 4.38 | 2.73 | 683 |
Number of | average remaining | ||||||||||||
outstanding | Number | Contractual term (years) | |||||||||||
Exercise price US$ | options | exercisable | of outstanding options | ||||||||||
4.38 | 16,398 | 16,398 | 2.73 | ||||||||||
36.45 | 5,704 | 0 | 6.74 | ||||||||||
22,102 | 16,398 |
Weighted | ||||||||
average | ||||||||
grant- date | ||||||||
Options | fair value | |||||||
Balance at January 1, 2021 | 26,672 | 2.93 | ||||||
Granted | 5,704 | 17.52 | ||||||
Vested | (26,672 | ) | 2.93 | |||||
Forfeited | 0 | 0 | ||||||
Balance at December 31, 2021 | 5,704 | 17.52 |
Note 14 - Shareholders’ Equity (cont’d)
C. | Restricted Share Unit Plan |
RSUs | Weighted average grant date value | |||||||
Balance at January 1, 2021 | 1,337,684 | $ | 9.52 | |||||
Granted | 248,342 | $ | 34.33 | |||||
Vested | (500,244 | ) | $ | 9.01 | ||||
Forfeited | (26,601 | ) | $ | 10.88 | ||||
Balance at December 31, 2021 | 1,059,181 | $ | 15.55 |
D. | Dividend |
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Basic EPS: | ||||||||||||
Net income attributable to Shares (US$ in thousands) | 60,277 | 21,778 | 21,986 | |||||||||
Weighted average number of Shares outstanding used in basic earnings per Share calculation | 43,644 | 39,383 | 37,626 | |||||||||
Diluted EPS: | ||||||||||||
Net income attributable to Shares (US$ in thousands) | 60,277 | 21,778 | 21,986 | |||||||||
Add amortization of notes issuance costs | 105 | 0 | 0 | |||||||||
Net income used in diluted earnings per Share calculation | 60,382 | 21,778 | 21,986 | |||||||||
Weighted average number of Shares outstanding used in basic earnings per Share calculation | 43,644 | 39,383 | 37,626 | |||||||||
Add assumed exercise of outstanding dilutive | ||||||||||||
Effect of stock-based awards | 988 | 989 | 806 | |||||||||
Effect of conversion of Notes | 403 | 0 | 0 | |||||||||
Weighted average number of Shares Outstanding used in diluted earnings per Share calculation | 45,035 | 40,372 | 38,432 | |||||||||
Basic income from continuing operations per Share ($) | 1.38 | 0.55 | 0.55 | |||||||||
Basic income from discontinued operations per Share ($) | 0 | 0 | 0.03 | |||||||||
Basic net income per Share ($) | 1.38 | 0.55 | 0.58 | |||||||||
Diluted income from continuing operations per Share ($) | 1.34 | 0.54 | 0.54 | |||||||||
Diluted income from discontinued operations per Share ($) | 0 | 0 | 0.03 | |||||||||
Diluted net income per Share ($) | 1.34 | 0.54 | 0.57 | |||||||||
Number of options excluded from the diluted earnings per share calculation due to their anti-dilutive effect | 0 | 0 | 0 |
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
U.S. Dollars (in thousands) | ||||||||||||
Asia Pacific | 224,931 | 137,555 | 115,925 | |||||||||
United States | 28,641 | 9,847 | 10,388 | |||||||||
Europe | 16,087 | 8,457 | 7,706 | |||||||||
269,659 | 155,859 | 134,019 |
Note 17 - Selected Income Statement Data
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
U.S. Dollars (in thousands) | ||||||||||||
Sales of products | 259,332 | 148,257 | 127,396 | |||||||||
Service fees | 10,327 | 7,602 | 6,623 | |||||||||
269,659 | 155,859 | 134,019 |
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
U.S. Dollars (in thousands) | ||||||||||||
Selling (*) | 33,614 | 22,969 | 19,294 | |||||||||
General and administrative | 9,359 | 8,063 | 7,187 | |||||||||
42,973 | 31,032 | 26,481 | ||||||||||
(*) Including shipping and handling costs | 1,867 | 2,356 | 1,063 |
C. Financial income, net
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
U.S. Dollars (in thousands) | ||||||||||||
Interest income | 1,408 | 1,281 | 1,412 | |||||||||
Other, net (*) | (378 | ) | (506 | ) | (611 | ) | ||||||
1,030 | 775 | 801 |
(*) | Other, net includes foreign currency income (expense) resulting from transactions not denominated in U.S. Dollars amounting to $58, $(351), and $(352) in 2021, 2020 and 2019, respectively. |
Note 18 - Income Taxes
A. | Tax under various laws |
B. | Details regarding the tax environment of the Israeli companies |
(1) | Corporate tax rate |
(2) | Benefits under the Law for the Encouragement of Capital Investments (hereinafter - “the Encouragement Law”) |
(a) | Amendment to the Law for the Encouragement of Capital Investments – 1959 |
B. | Details regarding the tax environment of the Israeli companies (cont’d) |
(b) | In November 2021, an amendment to the Law of Encouragement of Capital Investment was enacted (the "2021 Amendment"). According to the 2021 Amendment, any future dividend distributed by an entity with tax exempt retained earnings will be deemed to be distributed proportionately from such tax exempt retained earnings. As part of the 2021 Amendment, the Israeli Tax Authorities enacted a temporary rule which reduces the tax rate applicable to the distribution of such tax exempt retained earnings. During the fourth quarter of 2021, the Company entered into a tax assessment with the Israeli Tax Authorities for the years 2017-2020. During the tax assessment, the Company reevaluated certain tax positions, due to the 2021 Amendment and the interactions with the tax authorities. As of December 31, 2021, the Company measured the possible negotiation settlement outcomes regarding its tax positions and concluded that it is more-likely-than-not that it will incur tax expenses. The Company recognized a provision for these tax expenses at the expected rate which corresponds with the reduced tax rate of the temporary rule mentioned above. The Company’s Statement of Income for the year ended December 31, 2021 included income tax on earnings of previous years of $5,315. The settlement of the tax assessment finalized in February 2022 will allow the Company to distribute dividends from these earnings in the future with no additional corporate tax liability. |
C. | Details regarding the tax environment of the Non-Israeli companies |
D. | Composition of income from continuing operations before income taxes and income tax expense |
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
U.S. Dollars (in thousands) | ||||||||||||
Income from continuing operations before income taxes: | ||||||||||||
Israel | 67,643 | 20,430 | 20,783 | |||||||||
Non-Israeli | 4,285 | 2,969 | 1,990 | |||||||||
71,928 | 23,399 | 22,773 | ||||||||||
Income tax expense from continuing operations: | ||||||||||||
Current: | ||||||||||||
Israel | (*) 9,930 | 0 | 0 | |||||||||
Non-Israeli | 1,603 | 670 | 424 | |||||||||
11,533 | 670 | 424 | ||||||||||
Deferred benefit: | ||||||||||||
Israel | 714 | 943 | 1,351 | |||||||||
Non-Israeli | (596 | ) | 8 | 175 | ||||||||
118 | 951 | 1,526 | ||||||||||
11,651 | 1,621 | 1,950 |
Note 18 - Income Taxes (cont’d)
E. | Reconciliation of income tax expense at the statutory rate to actual income tax expense |
The following is a reconciliation of the theoretical income tax expense, assuming all income is taxed at the statutory tax rate applicable to Israeli companies, and the actual income tax expense:
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
U.S. Dollars (in thousands) | ||||||||||||
Income from continuing operations before income taxes | 71,928 | 23,399 | 22,773 | |||||||||
Statutory tax rate | 23 | % | 23 | % | 23 | % | ||||||
Theoretical income tax expense | 16,543 | 5,382 | 5,238 | |||||||||
Increase (decrease) in income tax expense resulting from: | ||||||||||||
Income tax on earning of previous years- see Note 18B(b) | 5,306 | 0 | 0 | |||||||||
Non-deductible expenses (*) | 285 | 239 | 337 | |||||||||
Differences between Israeli shekel | ||||||||||||
and dollar-adjusted financial statements, net (**) | 0 | (739 | ) | (479 | ) | |||||||
Tax rate differential | (10,715 | ) | (3,251 | ) | (3,340 | ) | ||||||
Other | 232 | (10 | ) | 194 | ||||||||
Actual income tax expense (benefit) | 11,651 | 1,621 | 1,950 |
F. Deferred tax assets and liabilities
December 31, | ||||||||
2021 | 2020 | |||||||
U.S. Dollars (in thousands) | ||||||||
Deferred tax assets: | ||||||||
Allowance for doubtful accounts | 1 | 3 | ||||||
Deferred revenue | 838 | 340 | ||||||
Accrued expenses | 535 | 469 | ||||||
Net operating loss and tax credit carryforwards | 211 | 644 | ||||||
Lease liability | 278 | 170 | ||||||
Other temporary differences | 217 | 344 | ||||||
Deferred tax asset | 2,080 | 1,970 | ||||||
Deferred tax liabilities: | ||||||||
Property, plant and equipment | (700 | ) | (618 | ) | ||||
Right of use assets | (278 | ) | (170 | ) | ||||
Undistributed earnings | (875 | ) | (700 | ) | ||||
Total deferred tax liabilities | (1,853 | ) | (1,488 | ) | ||||
Net deferred tax assets | 227 | 482 |
Note 19 - Balances and Transactions with Related Parties
December 31, | December 31, | |||||||
2021 | 2020 | |||||||
U.S. Dollars (in thousands) | ||||||||
Due from related parties | 15 | 3 |
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
U.S. Dollars (in thousands) | ||||||||||||
Purchases from related parties | 0 | 0 | 0 | |||||||||
Reimbursement of expenses | 0 | 0 | 100 | |||||||||
Interest income (expense) from Priortech | 0 | 0 | 0 |
Unpaid balances between the Company and Priortech or its other subsidiaries in Israel bear interest of 5.5%.
Note 19 - Balances and Transactions with Related Parties (cont’d)
Exhibit No. | Exhibit |
101 | Inline XBRL Instance Document |
101.SCH | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | Inline XBRL Taxonomy Etension Definition Linkbase Document |
101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE | Inline XBRL Taxonomy Exntension Presentation Linkbase Document |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
‡ | English translations from Hebrew original. |
* | Filed herewith. |
CAMTEK LTD. By: /s/ Rafi Amit Name: Rafi Amit Title: Chief Executive Officer |