UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Washington D.C. 20549
FORM
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31 , 2022
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ______________ to _____________
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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 ..........................
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Commission file number: 0-16050
(Exact name of Registrant as specified in its charter
and translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Chief Executive Officer
Telephone: +972 -54-4522565
Email: ehudb@tat-technologies.com
(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:
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Title of each class
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Trading Symbol |
Name of each exchange on which registered
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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:
Ordinary Shares, par value NIS 0.90 per share.................... 8,911,546
(as of December 31, 2022)
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ☐
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Accelerated filer ☐
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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 ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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International Financial Reporting Standards as issued by the International Accounting Standards Board ☐
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Other ☐
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
TABLE OF CONTENTS
Page
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1 | |
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3 | |
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3 | ||
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A. Selected Financial Data |
3 | |
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B. Capitalization and Indebtedness
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3 | |
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C. Reasons for the Offer and Use of
Proceeds |
3 | |
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D. Risk Factors |
3 | |
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15 | ||
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A. Business Overview |
16 | |
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B. Government Regulations |
31 | |
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C. Property, Plants and Equipment
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32 | |
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A. Research and Development, Patents
and Licenses |
45 | |
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B. Trend Information |
45 | |
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C. Off-Balance Sheet Arrangements
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45 | |
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D. Tabular Disclosure of Contractual
Obligations |
45 | |
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A. Directors and Senior Management
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46 | |
| B. Compensation | 48 | |
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C. Board Practices |
49 | |
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D. Employees |
57 | |
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E. Share Ownership |
58 | |
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F. Disclosure of a Registrant’s
Action to Recover Erroneously Awarded Compensation |
58 | |
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A. Major Shareholders |
59 | |
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B. Related Party Transactions
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60 | |
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C. Interests of Experts and Counsel
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60 | |
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61 | ||
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Consolidated Statements and Other Financial Information
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Significant Changes |
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A. Offer and Listing Details
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61 | |
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B. Plan of Distribution |
61 | |
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C. Markets |
61 | |
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D. Selling Shareholders |
61 | |
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E. Dilution |
61 | |
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F. Expense of the Issue |
61 |
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A. Share Capital |
62 | |
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B. Memorandum and Articles of Association
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62 | |
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C. Exchange Controls |
63 | |
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D. Taxation |
63 | |
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E. Dividends and Paying Agents
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71 | |
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F. Statement by Experts |
71 | |
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G. Documents on Display |
71 | |
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H. Subsidiary Information |
72 | |
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INTRODUCTION
TAT Technologies Ltd. is a leading provider of solutions and services
to the aerospace and defense industries, focused mainly on two product areas and services: Thermal Management and Power and Actuation.
The Company operates four operational units: (i) original equipment manufacturing (“OEM”) of heat transfer solutions and aviation
accessories through Kiryat Gat facility (TAT Israel); (ii) maintenance repair and overhaul (“MRO”) services for heat transfer
components and OEM of heat transfer solutions through its Limco subsidiary; (iii) MRO services for aviation components through its Piedmont
subsidiary (mainly APU and LG); and (iv) overhaul and coating of jet engine components through its Turbochrome subsidiary.
TAT targets the commercial aerospace (serving a wide range of types
and sizes of commercial and business jets), military aerospace and ground defense sectors. TAT has a global presence with over 500 customers
worldwide, including tier one players in their respective markets such as Boeing, Embraer, Lockheed Martin, Collins, Liebherr, Pratt
Whitney (a division of Collins), the U.S. Armed Forces, and service centers of airlines such as KLM, Lufthansa and others. TAT enjoys
a strong reputation among its customers for quality and service-oriented approach.
As a leading provider in its market, TAT’s business is supported
by an extensive number of certifications, including from the American, European, British and Chinese civil aviation authorities, as well
as leading manufactures such as Boeing and Honeywell International.
TAT employed as of December 31, 2022 471 employees and operates
in Three locations: its facility in Kiryat Gat, Israel (“TAT Israel” and “Turbochrome”); Limco Airepair Inc. (“Limco”)
in Tulsa, Oklahoma; Piedmont Aviation Component Services LLC (“Piedmont”) in Greensboro, North Carolina; the Company's Headquarter
in Netanya Israel and strategic sales office in Mooresville North Carolina.
Through TAT Israel, TAT is an OEM of a broad range of heat transfer
solutions, air conditioning systems and other cooling systems used in mechanical and electronic systems on board military and commercial
aircraft as well as in ground systems. TAT Israel is also an OEM for a wide range of aviation accessories and provides limited MRO services
for military and commercial customers, mainly for aviation accessories. TAT Israel is a repair station certified by the Federal Aviation
Administration (“FAA”).
Through its Limco subsidiary, TAT provides MRO services for airlines,
air cargo carriers, maintenance service centers and the military, primarily for heat transfer components. Limco is a repair station certified
by the Federal Aviation Administration (“FAA”) and European Aviation Safety Agency ("EASA"). Limco is also an OEM of heat
transfer solutions.
Through its Piedmont subsidiary, TAT provides MRO services for
aviation components in the area of landing gears, APUs and Machining and Plating services (MPG). During 2021 Piedmont has engaged in leasing
of APUs mainly for the B777 aircraft. Piedmont is an FAA-certified repair station and provides its services to airlines, air cargo carriers,
maintenance service centers and, to a lesser extent, the military.
Through its Turbochrome subsidiary, TAT provides MRO services in
the area of jet engine overhaul, which includes the overhaul and coating of jet engine components such as turbine vanes and blades, fan
blades, variable inlet guide vanes and afterburner flaps. Turbochrome is certified by the FAA and EASA.
In addition, TAT, through its Piedmont subsidiary, holds approximately
5% of the equity securities of First Aviation Services Inc.(“FAvS”).
1
During the years 2020 and 2021 the COVID-19 pandemic had an adverse effect on our industry and the markets in which we operate. The COVID-19 outbreak has significantly impacted the aviation market in which TAT’s customers operate and has resulted in a reduction of TAT’s business with some of these customers. Global supply shortages emerged for certain products, leading to delays in delivery schedule. Additionally, recent cost inflation stemming from the pandemic may lead to higher material and labor costs. We actively monitor and respond to the changing conditions created by the pandemic, with focus on prioritizing the health and safety of our employees, dedicating resources to support our communities, and innovating to address our customers’ needs. In order to mitigate the impact of the decline in business as a result of the pandemic, TAT implemented measures to reduce its expenses, including a reduction in its headcount as well as other cost savings measures. The potential long-term impact and duration of the COVID-19 pandemic on the global economy and our business continue to be difficult to assess or predict. Related public health and safety measures have resulted in significant social disruption and have had an adverse effect on economic conditions and spending, inflation, interest rates, and business investment, all of which have affected our business.
Further to
the actions taken by TAT’s management in 2020 due to the effect of COVID-19 on the TAT's industry, TAT announced a restructuring
plan in March 2021, which included the transfer of the Company's activity from our leased facility in Gedera to a facility in Kiryat Gat,
Israel which is leased by our wholly-owned subsidiary Turbochrome from the Israel Land Authority (“ILA”) pursuant to a long-term
lease agreement expiring in 2045 (with no rental payments due to the ILA in respect of such lease) and to our partially owned facility
in Tulsa, Oklahoma. These actions will enable TAT to concentrate in heat exchanges cores activity in the United States allowing for better
operational flow, getting closer to our customer base, and cutting fixed costs. For more information about the company's restructuring
plan please see note 9 to the company financial statements.
Macroeconomic conditions, including inflation, rising interest
rates and recessionary concerns, as well as ongoing labor cost pressures, transportation and shipping cost pressures, and the COVID-19
pandemic, have had, and may continue to have, a negative impact on our business, financial condition, profitability, and cash flows. For
instance, we were negatively impacted in fiscal 2022 by persistent cost pressures, including supply chain and labor costs. We expect inflationary
cost pressures to continue in 2023 and we continue to closely monitor macroeconomic conditions, including customer behavior, and the impact
of these factors on customer demand. Continuing or worsening inflation, recessionary concerns and/or supply chain and labor challenges,
as well as the current turmoil in the banking industry, may negatively impact our business, financial condition, profitability, and/or
cash flows.
Geopolitical events, including the ongoing conflict between Russia
and Ukraine and the related economic sanctions by Western governments on Russia, has caused greater uncertainty in the global economy
and exacerbated the inflation situation.
TAT’s ordinary shares are publicly traded on the NASDAQ Global
Market (“NASDAQ”) under the symbol “TATT” and on the Tel Aviv Stock Exchange (“TASE”) under the symbol
“TAT Tech”. As used in this annual report, the terms “TAT”, “we,” “us,” and “our”
mean TAT Technologies Ltd. and its subsidiaries, unless otherwise indicated.
TAT consolidated financial statements appearing in this annual
report are prepared in U.S. dollars and in accordance with generally accepted accounting principles in the United States (“U.S.
GAAP”). All references in this annual report to “dollars” or “$” are to U.S. dollars and all references
in this annual report to “NIS” are to New Israeli Shekels.
Statements made in this annual report concerning the contents of
any contract, agreement or other document are summaries of such contracts, agreements or documents and are not complete descriptions of
all of their terms. If we filed any of these documents as an exhibit to this annual report or to any previous filing with the Securities
and Exchange Commission (“SEC”), you may read the document itself for a complete recitation of its terms.
Except for the historical information contained in this annual
report, the statements contained in this annual report are “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995, as amended, with respect to our business, financial condition and results of operations. Such forward-looking
statements reflect our current view with respect to future events and financial results. Statements which use the terms “believe,”
“expect,” “plan,” “intend,” “estimate,” and similar expressions are intended to identify
forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject
to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity,
our achievements, or industry results, to be materially different from any future results, performance, levels of activity, our achievements
expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. Except as required by applicable law, including the securities laws of the United States,
we undertake no obligation to publicly release any update or revision to any forward-looking statements to reflect new information, future
events or circumstances, or otherwise after the date hereof. We have attempted to identify significant uncertainties and other factors
affecting forward-looking statements in the Risk Factors section that appears in Item 3D. “Key Information - Risk Factors.”
2
PART
I
Item 1. Identity
of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer
Statistics and Expected Timetable
Not applicable.
Item 3. Key
Information
A. Reserved
B. Capitalization
and Indebtedness
Not applicable.
C. Reasons
for the Offer and Use of Proceeds
Not applicable.
D. Risk
Factors
Investing in our ordinary shares involves certain risks and uncertainties.
You should carefully consider the risks and uncertainties described below before investing in our ordinary shares. Our business, prospects,
financial condition and results of operations could be adversely affected due to any of the following risks. In that case, the value of
our ordinary shares could decline, and you could lose all or part of your investment.
3
Risks Related to Our Business and Our Industry
| • |
The aerospace industry is subject to significant regulation and oversight, and TAT
and its subsidiaries may incur significant fines, penalties and costs if TAT and its subsidiaries do not comply with these regulations.
|
| • |
TAT competes with a number of established companies in all aspects of TAT’s business,
many of which have significantly greater resources or capabilities than TAT. |
| • |
TAT derives a material share of its revenues from few major customers. If TAT loses
any of these customers or they reduce the amount of business they do with TAT, TAT’s revenues may be seriously affected. |
| • |
A part of the revenues of TAT and its subsidiaries are from contracts with the U.S.
and Israeli governments and are subject to special risks. A loss of all, or a major portion, of these revenues from government contracts
could have a material adverse effect on TAT’s operations. |
| • |
If TAT and its subsidiaries do not receive the governmental approvals necessary for
the export of their products, TAT’s revenues may decrease. Similarly, if TAT’s suppliers and partners do not receive their
government approvals necessary to export their products or designs to TAT, TAT’s revenues may decrease. |
| • |
TAT depends on a limited number of suppliers of components for certain of its products
and if TAT or any of its subsidiaries are unable to obtain these components when needed, they would experience delays in manufacturing
their products and TAT’s financial results could be adversely affected. |
| • |
TAT may face increased labor and raw materials costs. TAT may not be able to recoup
future increases in the cost of wages and raw materials required for its operations through price increases for its products. |
| • |
TAT’s future success depends on its ability to develop new offerings and technologies.
|
| • |
TAT may face significant risks in the management of its inventory, while failure to
effectively manage its inventory levels may result in supply imbalances that could harm its business. |
| • |
TAT’s backlog of projects under contract is subject to unexpected adjustments,
delays in payments and cancellations. |
| • |
TAT faces special risks from international sales operations which may have a material
adverse effect on TAT’s business, operating results and financial condition. |
| • |
The continuing effects of the COVID-19 pandemic are highly unpredictable and could
be significant, and the duration and extent to which this will impact our future results of operations and overall financial performance
remains uncertain. |
| • |
TAT may engage in future acquisitions that could dilute TAT’s shareholders’
equity and harm TAT’s business, results of operations and financial condition. |
| • |
Our strategic partnerships and relationships carry inherent business risks. |
| • |
Rapid technological changes may adversely affect the market acceptance of TAT's products.
|
| • |
TAT has fixed-price contracts with some of its customers and TAT bears the risk of
costs in excess of its estimates. In addition, TAT may not be able to pass on increased costs to its customers. |
| • |
TAT depends on its key executives; it may not be able to hire and retain additional
key employees or successfully integrate new members of its team; the loss of key employees could have a material adverse effect on TAT’s
business. |
| • |
TAT depends on its manufacturing and MRO facilities and any material damage to these
facilities may adversely impact TAT’s operations. |
| • |
TAT uses equipment that is not easily repaired or replaced, and therefore material
equipment failures could cause TAT or its subsidiaries to be unable to meet quality or delivery expectations of its customers. |
| • |
TAT may fail to maintain effective internal controls in accordance with Section 404
of the Sarbanes-Oxley Act of 2002. |
| • |
TAT has potential exposure to liabilities arising under environmental laws and regulations.
|
| • |
TAT is exposed to potential liabilities arising from product liability and warranty
claims. |
| • |
Significant disruptions of our information technology systems or breaches of our data
security could adversely affect our business. |
| • |
TAT’s activity in Israel may be adversely affected by a change in the exchange
rate of the NIS against the dollar. Because exchange rates between the NIS and the dollar fluctuate continuously, exchange rate fluctuations,
particularly larger periodic devaluations, may have an impact on TAT’s profitability and period to period comparisons of TAT’s
results. |
4
Risk Factors Related to Our Ordinary Shares
| • |
TAT’s share price has been volatile in the past and may decline in the future.
|
| • |
Substantial future sales of TAT’s ordinary shares by TAT’s principal shareholders
may depress TAT’s share price. |
Risks Relating to Our Location in Israel
| • |
Because TAT has significant operations in Israel, TAT may be subject to political,
economic and other conditions affecting Israel that could increase TAT’s operating expenses and disrupt TAT’s business.
|
| • |
TAT’s results of operations may be negatively affected by the obligation of its
personnel to perform military service. |
| • |
Your rights and responsibilities as a shareholder are governed by Israeli law and may
differ in some respects from the rights and responsibilities of shareholders under U.S. law. |
| • |
Israeli law may delay, prevent or make difficult an acquisition of TAT, which could
prevent a change of control and, therefore, depresses the price of TAT’s shares. |
| • |
Investors and TAT’s shareholders generally may have difficulties enforcing a
U.S. judgment against TAT, TAT’s executive officers and directors or asserting U.S. securities laws claims in Israel. |
| • |
As a foreign private issuer whose shares are listed on NASDAQ, TAT may follow certain
home country corporate governance practices instead of certain NASDAQ requirements. |
The aerospace industry is subject to significant
regulation and oversight, and TAT and its subsidiaries may incur significant fines, penalties and costs if TAT and its subsidiaries do
not comply with these regulations.
The aerospace industry is highly regulated in the United States
and elsewhere. To manufacture, sell and service parts used in aircrafts, TAT and its subsidiaries must be certified or accepted by the
FAA, EASA, the United States Department of Defense and comparable agencies in other countries and by leading original equipment manufacturers
(“OEMs”). If any of our material certifications, authorizations or approvals are revoked or suspended, then the operations
of TAT or its subsidiaries, as the case may be, will be significantly curtailed and TAT and its subsidiaries could be subjected to significant
fines and penalties. In the future, new and more demanding government regulations may be adopted or industry oversight may be increased.
TAT and its subsidiaries may have to incur significant additional costs to achieve compliance with new regulations or to reacquire a revoked
or suspended license or approval, which could materially reduce profitability.
TAT competes with a number of established companies
in all aspects of TAT’s business, many of which have significantly greater resources or capabilities than TAT.
TAT’s major competitors in the area of OEM heat transfer
solutions and aviation accessories, are other OEMs who manufacture heat transfer solutions. These include:
| (i) |
Manufacturers based in the United States, such as the Hughes-Treitler division of Ametek Inc., Boyd Corporation, , Collins Aerospace,
Honeywell International, and Triumph Thermal Systems; |
| (ii) |
Manufacturers based in Europe such as HS Marston Aerospace Ltd., a subsidiary of Collins Aerospace, Secan and Liebherr-Aerospace
Toulouse S.A.; and |
| (iii) |
Manufacturers based in Asia such as Sumitomo Precision Products from Japan. |
Many of TAT’s competitors are far larger, have substantially
greater resources than TAT, including technical, financial, research and development, marketing and distribution capabilities, and enjoy
greater market recognition. These competitors may be able to achieve greater economies of scale and may be less vulnerable to price competition
than TAT. In addition, some of those companies are considered to be tier one suppliers offering customers a wider range of systems
and products, in addition to heat transfer solutions, as a bundle. TAT may not be able to offer its products as part of integrated systems
to the same extent as its competitors or successfully develop or introduce new products that are more cost effective or offer better performance
than those of its competitors. Failure to do so could adversely affect TAT’s business, financial condition and results of operations.
5
TAT’s major competitors in the area of MRO services for heat
transfer components are the service divisions of OEMs, including Honeywell-Lori, Honeywell Secan, Honeywell Singapore, Hamilton Malaysia,
Hamilton Maastricht, and Liebherr Aerospace Saline, in addition to the in-house maintenance services of various commercial airlines and
other independent service providers, including Triumph Accessory Services, Drake Air – Ametek, American Cooler Service – Aviation
Technical Services, Lufthansa Technik and Elite Aerospace, a division of Meggitt.
TAT’s major competitors in the area of MRO services for aviation
components, landing gears and APUs, are the service divisions of OEMs, the in-house maintenance services of various commercial airlines
and other independent service providers, including Standard Aero Group Inc., Aerotech International Inc., Honeywell International, AAR
Corp., Safran, Liebherr, Turbine Aero, Hawker Pacific and APRO.
TAT’s major competitors in the area of overhaul and coating of jet engine components
are the service divisions of OEMs, the in-house maintenance services of various commercial airlines and other independent service providers,
including Safran, General Electric, GKN, PAS MCT Japan and others. With respect to masking materials, TAT's major competitors are APV
Coatings, Praxair, Saint-Gobain and others.
Competition in the MRO market is based on price, quality, engineering
solutions, breadth of services, and the ability to perform repairs and overhauls rapidly. A number of our competitors have inherent competitive
advantages. For example, we compete with the service divisions of large OEMs which are able to derive significant brand recognition from
their OEM manufacturing activities. We also compete with the in-house service divisions of large commercial airlines where there is a
strong incentive for an airline to fully-utilize the services of its maintenance employees and facilities.
Further, TAT’s competitors may have additional competitive
advantages, such as:
| • |
The ability to adapt faster to changes in customer requirements and industry conditions or trends; |
| • |
Greater access to capital; |
| • |
Stronger relationships with customers and suppliers; |
| • |
Greater name recognition; |
| • |
Access to superior technology and greater marketing resources; |
| • |
The ability to offer complete systems in addition to components; and |
| • |
The ability to bundle heat transfer components and solutions and other aircraft components. |
If TAT is unable to overcome these competitive disadvantages, then
TAT’s business, financial condition and results of operations would be adversely affected.
6
TAT derives a material share of its revenues from few major customers.
If TAT loses any of these customers or they reduce the amount of business they do with TAT, TAT’s revenues may be seriously affected.
Five customers accounted for approximately 26.4%, 27.8% and 24.6%
of TAT’s revenues for the years ended December 31, 2022, 2021 and 2020, respectively. TAT’s major customers may not maintain
the same volume of business with TAT in the future. If TAT loses any of these customers or they reduce the amount of business they do
with TAT, TAT’s revenues may be seriously affected.
A part of the revenues of TAT and its subsidiaries are from contracts
with the U.S. and Israeli governments and are subject to special risks. A loss of all, or a major portion, of these revenues from government
contracts could have a material adverse effect on TAT’s operations.
A portion of the revenues of TAT and its subsidiaries are from
contracts with the U.S. and Israeli governments. Sales to the U.S. and Israeli governments accounted for approximately 6.3%, 5.6% and
8.1% of TAT’s revenues on a consolidated basis for the years ended December 31, 2022, 2021 and 2020, respectively.
Business with the U.S. and Israeli governments, as well as with
the governments of other countries, is subject to unique risks which do not exist when doing business with other private parties. These
risks include the ability of the governmental authorities to unilaterally:
| • |
Suspend TAT or any of its subsidiaries from receiving new contracts pending resolution of alleged violations of procurement laws
or regulations; |
| • |
Terminate existing contracts, with or without cause, at any time; |
| • |
Condition the receipt of new contracts on conditions which are beyond the control of TAT; |
| • |
Reduce the value of existing contracts; |
| • |
Audit the contract-related costs and fees of TAT and its subsidiaries, including allocated indirect costs; and |
| • |
Control or prohibit the export of products of TAT and its subsidiaries. |
| • |
Suspend TAT or any of its subsidiaries from receiving new contracts pending resolution of alleged violations of procurement laws
or regulations; |
Also, military and defense budget cuts may result in reduced demand
for the products and manufacturing services of TAT and its subsidiaries. Smaller budgets could result in reduction in the business revenues
of TAT and its subsidiaries.
If TAT and its subsidiaries do not receive the governmental approvals
necessary for the export of their products, TAT’s revenues may decrease. Similarly, if TAT’s suppliers and partners do not
receive their government approvals necessary to export their products or designs to TAT, TAT’s revenues may decrease.
Under Israeli law, the export of certain products and know-how
of TAT and its subsidiaries is subject to approval by the Israeli Ministry of Defense. Prior to initiating sales proposals for the export
of these products and know-how and to the actual shipment of such products or know-how, TAT and its subsidiaries must obtain permits from
the Ministry of Defense. TAT and its subsidiaries may not be able to receive in a timely manner, or at all, all the required permits for
which they may apply in the future.
Similarly, many countries have laws according to which the export
of certain military products, technical designs and spare parts require the prior approval of, or export license from, their governments.
This process also applies to our partners and suppliers. If TAT and its subsidiaries or its partners and suppliers are unable to receive
all the required permits and/or licenses in a timely manner, or at all, TAT’s revenues may decrease.
7
TAT depends on a limited number of suppliers
of components for certain of its products and if TAT or any of its subsidiaries are unable to obtain these components when needed, they
would experience delays in manufacturing their products and TAT’s financial results could be adversely affected.
TAT
relies on a limited number of key suppliers for parts for certain of its OEM activities and MRO services. Some of these suppliers are
currently the sole source of one or more components upon which TAT is dependent. For example, Honeywell International Inc. is a key supplier
to TAT of APU spare parts and of certain other components used by TAT and its subsidiaries for OEM activities and in the provision of
MRO services. TAT's subsidiary, Piedmont, is a Honeywell licensed Authorized Repair Center for APUs under two separate agreements, for
military and commercial applications. In September 2020 Piedmont signed a 10 years agreement with Honeywell for the commercial application.
Under this contract Piedmont is an authorized MRO station under Honeywell's license.
During
June 2021 Piedmont has also signed a similar contract for the APU 331-500 serving the Boeing 777 aircraft.
In July 2021 Piedmont
signed another contract granting Piedmont a 10 years MRO license for MRO of APU131 serving the Boeing 737 platform and AirBus A319-320-321
platform.
Also, Piedmont is a provider
of services for the Safran and Liebherr landing gear systems (used on ATRs and Ejet platforms), and to do so, Piedmont is dependent on
these OEM’s to provide parts and engineering support.
Suppliers of some of these components require TAT to place orders
with significant lead time to assure supply in accordance with TAT’s requirements. A delay in the supply of these components can
significantly delay the delivery of our products and services. If TAT were to engage in a commercial dispute with or be unable to obtain
adequate supplies of parts from these suppliers at commercially reasonable prices or required lead time, TAT could experience delays in
manufacturing and its financial results could be adversely affected. Increased costs associated with supplied materials or components
could increase TAT’s costs and reduce TAT’s profitability if TAT is unable to pass these cost increases on to its customers.
In addition, the COVID-19 pandemic may continue to negatively impact
the global supply chain and we may experience negative impacts from supply chain pressures. We are working with our suppliers to mitigate
delays in our receipt of necessary raw materials, components and other supplies and to reduce supply chain costs.
TAT may face increased labor and raw materials costs. TAT may not
be able to recoup future increases in the cost of wages and raw materials required for its operations through price increases for its
products.
We are impacted by inflationary increases in wages and cost of
raw materials. In all countries in which we operate, wage and benefit inflation, whether driven by competition for talent, or ordinary
course pay increases and other inflationary pressure, may increase our cost of providing services and reduce our profitability. In addition,
border closings, lockdowns and labor shortages resulting from COVID-19, as well as the continuing economic recovery, negatively impacted
global supply and distribution capabilities. Decreases in the availability of supplies, increases in the cost of supplies, and delivery
issues have caused shortages and delays, as well as increased costs for the procurement of raw materials, components and other supplies
required for our performance. TAT may not be able to recoup future increases in the cost of labor and raw materials through price increases
for its products and services. Our operating profits and margins under our contracts could be adversely affected by these factors, particularly
if the current inflationary pressures are prolonged. If TAT is unable to obtain the raw materials required for its operation, TAT could
experience delays or disruptions in the provision of its services and its financial results could be adversely affected.
TAT’s future success depends on its ability to develop new
offerings and technologies.
The markets we serve are
characterized by rapid changes in technologies and evolving industry standards. In addition, some of our products are installed on, and
some of our services are provided in connection with, platforms that may have a limited life or become obsolete. Unless we develop new
offerings or enhance our existing offerings, we may be susceptible to loss of market share resulting from the introduction of new or enhanced
offerings by competitors.
8
TAT may face significant risks in the management of its inventory,
while failure to effectively manage its inventory levels may result in supply imbalances that could harm its business
We maintain an inventory of exchangeable units of heat transfer
solutions, aviation accessories, aviation components, APUs, landing gears, engine blades and coating materials and other spare parts related
to our products and services in various locations, including with third party logistics providers. Due to the long lead time of our suppliers
and manufacturing cycles, we need to forecast demand and commit significant resources towards these inventories. As such, we are subject
to significant risks in managing the inventory needs of our business, including estimates of the appropriate demand across our products.
Should actual market conditions differ from our estimates, our future results of operations could be materially adversely affected. In
the future, we may be required to record write-downs of finished products and materials on-hand as a result of future changes in our sales
forecasts.
TAT’s backlog of projects under contract is subject to unexpected
adjustments, delays in payments and cancellations.
Our backlog includes purchase
orders received from our customers for our products or services and our estimation of the maximum potential revenues that are expected
to be derived from frame agreements with our customers. There is no legal obligation from the customer to purchase our products or services
under those frame agreements. In addition, we use estimations to evaluate the potential revenue from these agreements. From time
to time, for reasons beyond our control, projects are delayed, scaled back, suspended or cancelled, or the customer delays making payments,
which may adversely affect the revenue, profit and cash flow that we ultimately receive from contracts reflected in our backlog.
TAT faces special risks from international sales operations which
may have a material adverse effect on TAT’s business, operating results and financial condition.
In the years ending December 31, 2022, 2021 and 2020, approximately
92%, 89% and 91% of TAT’s sales, respectively, resulted from TAT’s operations out of Israel. This revenue concentration is
subject to various risks, including:
| • |
Governmental embargoes or foreign trade restrictions; |
| • |
Changes in U.S. and foreign governmental regulations; |
| • |
Changes in foreign exchange rates; |
| • |
Tariffs; |
| • |
Other trade barriers; |
| • |
Political, economic and social instability; and |
| • |
Difficulties collecting accounts receivable. |
Accordingly, TAT and its subsidiaries may encounter significant
difficulties in connection with the sale of their products in international markets.
As a result of the current geopolitical tensions and conflict between
Russia and Ukraine, and the recent invasion by Russia of Ukraine, the governments of the United States, EU, Japan and other jurisdictions
have recently announced the imposition of sanctions on certain industry sectors and parties in Russia and certain impacted regions, as
well as enhanced export controls on certain products and industries. Due to such sanctions, our subsidiary Limco, has ceased selling its
products to customers in Russia. While our business in Russia is of limited in scope, these restrictions may cause a reduction of our
sales and financial results.
9
The continuing effects of the COVID-19 pandemic
are highly unpredictable and could be significant, and the duration and extent to which this will impact our future results of operations
and overall financial performance remains uncertain.
During the years 2020 and 2021 the COVID-19 pandemic had an adverse
effect on our industry and the markets in which we operate. The COVID-19 outbreak has significantly impacted the aviation market in which
TAT’s customers operate and has resulted in a reduction of TAT’s business with some of these customers. In order to mitigate
the impact of the decline in business as a result of the pandemic, TAT implemented measures to reduce its expenses, including the Company's
restructuring plan announced in March 2021, reduction in its headcount as well as other cost savings measures. Please see Note 9 to the
company financial statements. The Company applied and received governmental assistance as part of the COVID-19 relief programs provided
by the Israeli government and certain states in the United States in which the Company and its subsidiaries operate. Please see
Notes 10 and 11 to the company financial statements for long term loans, credit lines and grants received in connection with governmental
assistance. The potential long-term impact and duration of the COVID-19 pandemic on the global economy and our business continue to be
difficult to assess or predict. Related public health and safety measures have resulted in significant social disruption and have had an
adverse effect on economic conditions and spending, inflation, interest rates, and business investment, all of which have affected our
business.
TAT may engage in future acquisitions that
could dilute TAT’s shareholders’ equity and harm TAT’s business, results of operations and financial condition.
TAT has pursued, and will continue to pursue, growth opportunities
through organic growth as well as acquisition of businesses, products and technologies.
TAT is unable to predict whether or when any prospective acquisition
will be completed. TAT may not be able to successfully identify suitable acquisition candidates, complete acquisitions, integrate the
acquired businesses into its operations, or expand into new markets. The process of integrating an acquired business may be prolonged
due to unforeseen difficulties and may require a disproportionate amount of TAT’s resources, including management attention. Furthermore,
once integrated, acquisitions may not achieve comparable levels of revenues, profitability or productivity as TAT’s existing business
or otherwise perform as expected. The occurrence of any of these events could harm TAT’s business, financial condition or results
of operations. Future acquisitions may require substantial capital resources, which may require TAT to seek additional debt or equity
financing.
Future acquisitions by TAT could result in the following, any of
which could materially harm TAT’s results of operations or the price of TAT’s ordinary shares:
| • |
Issuance of equity securities that would dilute TAT’s shareholders’ percentages of ownership; |
| • |
Large one-time write-offs; |
| • |
The incurrence of debt and contingent liabilities; |
| • |
Difficulties in the assimilation and integration of operations, personnel, technologies, products and information systems of the
acquired companies; |
| • |
Diversion of management’s attention from other business activities and concerns; |
| • |
Contractual disputes; |
| • |
Risks of entering geographic and business markets in which TAT has no or only limited prior experience; and |
| • |
Potential loss of key employees of acquired organizations. |
Our strategic partnerships and relationships carry inherent business
risks.
We may participate in strategic partnerships and joint ventures
in a number of countries. For example, in November 2015, we signed a joint venture agreement with Russian-based Engineering, to establish
a new facility for the provision of MRO services for heat transfer components in Russia and the Commonwealth of Independent States (“CIS”).
The new company, TAT-Engineering LLC, is based in Novosibirsk’s Tolmachevo airport.
Our actions with respect to these affiliated companies may be restricted
to some degree by shareholder agreements entered into with our strategic partners. Our business, financial condition, results of operations
and prospects may be materially harmed if disagreements develop with our partners. Our ability to withdraw funds and dividends from these
entities may depend on the consent of partners. If one of our strategic partners becomes subject to investigation, sanctions or liability,
TAT might be adversely affected. Furthermore, strategic partnerships in emerging markets are accompanied by risks inherent to those markets,
such as an increased probability of a partner defaulting on obligations or losing a partner with important insights in that region. Strategic
partnerships in emerging markets are subject to greater risks than strategic partnerships in more developed markets, including significant
political, legal and economic risks and risks related to fluctuations in currencies. As a result of the current geopolitical tensions
and conflict between Russia and Ukraine, and the recent invasion by Russia of Ukraine, the governments of the United States, EU, Japan
and other jurisdictions have recently announced the imposition of sanctions on certain industry sectors and parties in Russia and certain
impacted regions, as well as enhanced export controls on certain products and industries. Due to such sanctions, during 2022 our joint
venture in Russia ceased to purchase heat-exchange cores from Limco, our US subsidiary, and therefore the joint venture had to materially
limit the extent of the MRO services it provides to its customers.
10
Rapid technological changes may adversely affect the market acceptance
of TAT's products.
The aerospace and defense markets in which TAT competes are subject
to technological changes, introduction of new products, changes in customer demands and evolving industry standards. For example, new
materials, new structures and 3D printing – a technology based on the principle of joining thin layers of materials, in horizontal
cross-section, to build up a real, three-dimensional object from a digital model – may enable the manufacturing of high-quality
and new characterization heat exchangers in serial production with a better return of value. The future success of TAT will depend upon
its ability to keep pace with technological developments and to timely address the increasingly sophisticated needs of its customers by
supporting existing and new technologies and by developing enhancements to its current products and by introducing new ones.
TAT has fixed-price contracts with some of its customers and TAT
bears the risk of costs in excess of its estimates. In addition, TAT may not be able to pass on increased costs to its customers.
TAT has entered into multi-year, fixed-price contracts with some
of its MRO and OEM customers. Pursuant to these contracts, TAT realizes all the benefits or costs resulting from any increases or decreases
in the cost of providing services and products to these customers. Several of TAT’s contracts do not allow TAT to recover for increases
in raw material prices, taxes or labor costs, while other contracts may permit, to a limited extent, periodic price adjustments. Any increase
in these costs could increase the cost of operating our business and reduce our profitability. Factors such as inaccurate pricing and
increases in the cost of labor, materials or overhead may result in cost over-runs and losses on those agreements. TAT may not succeed
in obtaining customer approval to re-price a particular product and may not be able to recoup previous losses resulting from incomplete
or inaccurate engineering data. In addition, as costs increase, TAT may not be able to pass on such increased costs to other customers.
This could materially impact TAT’s profitability.
TAT depends on its key executives; it may not be able to hire and
retain additional key employees or successfully integrate new members of its team; the loss of key employees could have a material adverse
effect on TAT’s business.
TAT’s success depends to a large extent on the experience
and expertise of its senior management. Any member of TAT’s senior management may choose to end his or her employment with TAT and
seek employment with others for any reason. The loss of the expertise of TAT’s senior management through death, disability or an
employee’s decision to end his or her employment could have a material and adverse effect on our business, financial condition
and results of operations. TAT is not the beneficiary of life or disability insurance covering any of its senior management, key employees
or other personnel.
TAT depends on its manufacturing and MRO facilities and any material
damage to these facilities may adversely impact TAT’s operations.
TAT’s results of operations depend in large part on its ability
to provide prompt and efficient service to its customers upon receipt of orders, either the manufacture and delivery of OEM products or
the provision of MRO services. As a result, any material disruption of TAT’s day-to-day operations could have a material adverse
effect on its business, customer relations and profitability. TAT relies on its Kiryat Gat, Israel, Kernersville and Greensboro, North
Carolina and Tulsa, Oklahoma facilities for the manufacture of its OEM products and provision of its MRO services. A war or terrorist
act, fire, flood, earthquake or other disaster or condition that significantly damaged or destroyed any of these facilities would have
a material adverse effect on the operations of TAT.
TAT uses equipment that is not easily repaired
or replaced, and therefore material equipment failures could cause TAT or its subsidiaries to be unable to meet quality or delivery expectations
of its customers.
Many of TAT’s service and manufacturing processes are dependent
on equipment that is not easily repaired or replaced. As a result, unexpected equipment failures could result in production delays or
the manufacture of defective products. TAT’s ability to meet its customers’ expectations with respect to on-time delivery
of repaired components or quality OEM products is critical. Failure by TAT to meet the quality or delivery expectations of its customers
could lead to the loss of one or more of its significant customers.
TAT may fail to maintain effective internal
controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.
The Sarbanes-Oxley Act of 2002 imposes certain duties on TAT and
its executives and directors. TAT’s efforts to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”)
governing internal controls and procedures for financial reporting have resulted in increased general and administrative expenses and
a diversion of management time and attention. TAT expects these efforts to require the continued commitment of significant resources.
TAT may identify material weaknesses or significant deficiencies in its assessments of its internal controls over financial reporting.
Failure to maintain effective internal controls over financial reporting could result in investigation or sanctions by regulatory authorities
and could have a material adverse effect on TAT’s operating results, investor confidence in TAT’s reported financial information
and the market price of TAT’s ordinary shares. Our independent registered public accounting firm is not required to performed audit
of our internal controls over financial reporting as of December 31, 2022.
11
TAT has potential exposure to liabilities arising
under environmental laws and regulations.
TAT’s business operations and facilities are subject to various
federal, state, and local laws and regulations related to the environment, including, but not limited to, regulations that govern the
discharge of pollutants and hazardous substances into the air and water and the handling, storage and disposal of such materials. Compliance
with such laws as they relate to the handling, storage and disposal of hazardous substances is a significant obligation for TAT at each
of its facilities. If it fails to comply with these and other environmental-related laws and regulations, TAT would be subject to serious
consequences, including fines and other sanctions, and limitations on its operations due to changes to, or revocations of, the environmental
permits applicable to its facilities. The adoption of new laws and regulations, stricter enforcement of existing laws and regulations,
the discovery of previously unknown contamination or the imposition of new cleanup requirements could require TAT to incur costs and become
subject to new or increased liabilities that could increase TAT’s operating costs and adversely affect the manner in which we conduct
our business.
Under certain environmental laws, liability associated with an
investigation or remediation of hazardous substances can arise from a broad range of properties, including properties currently or formerly
operated by TAT or any of its predecessors, as well as properties to which TAT sent hazardous substances or wastes for treatment, storage,
or disposal. Costs and other obligations can arise from claims for toxic torts, natural resource and other damages, as well as the investigation
and clean-up of contamination at such properties. Under certain environmental laws, such liability may be imposed jointly and severally,
so TAT may be responsible for more than its proportionate share and may even be responsible for the entire liability at issue. The extent
of any such liability can be difficult to predict.
TAT is exposed to potential liabilities arising
from product liability and warranty claims.
TAT is exposed to potential liabilities for personal injury or
death as a result of the failure of an aircraft component that was designed, manufactured, serviced or supplied by TAT. TAT believes that,
in an effort to improve operating margins, some customers have delayed the replacement of parts beyond their recommended lifetime, which
may undermine aircraft safety and increase the risk of liability of TAT and its subsidiaries.
If any of our products are defective, we could be required to redesign
or recall those products or pay substantial damages or warranty claims. Such an event could result in significant expenses, disrupt sales
and damage our reputation and that of our products and services. There can be no assurance that TAT will not experience material product
liability losses in the future, that it will not incur significant costs to defend such claims, that, although TAT maintains product liability
insurance, its insurance coverage will be adequate if claims were to arise or that it would be able to maintain insurance coverage in
the future at an acceptable cost. A successful claim brought against TAT or its subsidiaries in excess of its available insurance coverage
may have a material adverse effect on TAT’s business.
In addition, contractual disputes over warranties can arise in
the ordinary course of business. TAT may be subject to requests from customers for cost sharing or pricing adjustments as a part of their
commercial relationships, even though the customers had previously agreed to bear these risks.
Significant disruptions of our information
technology systems or breaches of our data security could adversely affect our business.
Our operations depend on the continued and secure functioning of
our computer and communications systems and the protection of information stored in computer databases maintained by us, and in certain
circumstances, by third parties. Such systems and databases are subject to breach, damage, disruption or failure from, among other things,
cyber-attacks and other unauthorized intrusions. In particular, we may be targeted by experienced computer hackers who may attempt to
penetrate our computer systems and misappropriate or compromise our confidential information or that of our customers. A significant invasion,
interruption, destruction or breakdown of our information technology, or IT, systems and/or infrastructure by persons with authorized
or unauthorized access could negatively impact our business and operations. We could also experience business interruption, information
theft and/or reputational damage from cyber-attacks, which may compromise our systems and lead to data leakage either internally or at
our third-party providers. Both data that has been inputted into our main IT platform, which covers records of transactions, financial
data and other data reflected in our results of operations, as well as data related to our proprietary rights (such as research and development,
and other intellectual property-related data), are subject to material cyber security risks. To date, we are not aware that we have experienced
any loss of, or disruption to, material information as a result of any such malware or cyber-attack.
TAT’s activity in Israel may be adversely
affected by a change in the exchange rate of the NIS against the dollar. Because exchange rates between the NIS and the dollar fluctuate
continuously, exchange rate fluctuations, particularly larger periodic devaluations, may have an impact on TAT’s profitability and
period to period comparisons of TAT’s results.
TAT’s financial statements are stated in dollars, while a
portion of TAT’s expenses in Israel, primarily labor expenses, are incurred in NIS and a portion of its revenues are quoted in NIS
and in Euro. Additionally, certain assets, as well as a portion of TAT’s liabilities, are denominated in NIS. Because exchange rates
between the NIS and the dollar fluctuate continuously, exchange rate fluctuations, particularly larger periodic devaluations, may have
an impact on TAT’s profitability and period to period comparisons of TAT’s results. TAT’s results may be adversely affected
by the devaluation of the NIS in relation to the dollar (or if such devaluation is on a lagging basis), if TAT’s revenues in NIS
are higher than TAT’s expenses in NIS and/ or the value of TAT’s assets in NIS are higher than TAT’s liabilities in
NIS. Alternatively, TAT’s results may be adversely affected by an appreciation of the NIS in relation to the dollar (or if such
appreciation is on a lagging basis), if TAT’s expenses in NIS are higher than TAT’s revenues in NIS and/or TAT’s liabilities
in NIS are higher than TAT’s assets in NIS. From time to time, we enter into hedging transactions to attempt to limit the impact
of foreign currency fluctuations. However, the protection provided by such hedging transactions may be partial and leave certain exchange
rate-related losses and risks uncovered. Therefore, our business and profitability may be harmed by such exchange rate fluctuations.
12
Risk Factors Related to Our Ordinary Shares
TAT’s share price has been volatile in
the past and may decline in the future.
TAT’s ordinary shares have experienced significant market
price and volume fluctuations in the past and may experience significant market price and volume fluctuations in the future, in response
to factors such as the following, some of which are beyond TAT’s control:
| • |
Quarterly variations in TAT’s operating results; |
| • |
Operating results that vary from the expectations of securities analysts and investors; |
| • |
Changes in expectations as to TAT’s future financial performance, including financial estimates by securities analysts and
investors; |
| • |
Announcements of technological innovations or new products by TAT or TAT’s competitors; |
| • |
Announcements by TAT or TAT’s competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or
capital commitments; |
| • |
Announcements by third parties of significant claims or proceedings against us; |
| • |
Additions or departures of key personnel; |
| • |
Future sales of TAT’s ordinary shares (by our controlling shareholders or others); |
| • |
De-listing of TAT’s shares from NASDAQ and/or from the TASE; |
| • |
Stock market price and volume fluctuation; |
| • |
Legal proceedings against TAT’s controlling shareholders; and |
| • |
Regulatory actions by securities authorities which impacts TAT’s interaction with securities analysts and institutional investors.
|
Equity stock markets can undergo extreme price and volume fluctuations.
Market fluctuations, as well as political and economic conditions, such as a recession, interest rate or currency rate fluctuations and
political events or hostilities in or surrounding Israel, could adversely affect the market price of TAT’s ordinary shares.
In the past, securities class action litigation has often been
brought against companies following periods of volatility in the market price of their securities. TAT may be the target of similar litigation
in the future. Securities litigation could result in substantial costs and divert management’s attention and resources both of which
could have a material adverse effect on TAT’s business and results of operations.
Substantial future sales of TAT’s ordinary
shares by TAT’s principal shareholders may depress TAT’s share price.
TAT’s principal shareholders, FIMI Israel Opportunity FIVE,
Limited Partnership and FIMI Opportunity V, L.P. (“FIMI” or the “FIMI Funds”), beneficially own together 58.96%
of TAT’s outstanding shares. If FIMI sells a substantial number of TAT’s ordinary shares or if the perception exists that
FIMI may sell a substantial number of TAT’s ordinary shares, the market price of TAT’s ordinary shares may fall. Any substantial
sales of TAT’s shares in the public market may also impede our ability to sell equity or equity-related securities in the future
at a time, in a place and on terms TAT deems appropriate.
13
Risks Relating to Our Location in Israel
Because TAT has significant operations in Israel,
TAT may be subject to political, economic and other conditions affecting Israel that could increase TAT’s operating expenses and
disrupt TAT’s business.
TAT is incorporated under the laws of the State of Israel. TAT’s
executive offices, its research and development facilities and manufacturing plant are also located in Israel. As a result, political,
economic and military conditions affecting Israel directly influence TAT. Any major hostilities involving Israel, a full or partial mobilization
of reserve forces of the Israeli army, the interruption or curtailment of trade between Israel and its present trading partners, or a
significant downturn in the economic or financial condition of Israel could have a material adverse effect on TAT’s business, financial
condition and results of operations.
Since its establishment in 1948, Israel and its Arab neighbors
have engaged in a number of armed conflicts. A state of hostility, varying from time to time in intensity and degree, has led to security
and economic challenges for Israel. Major hostilities between Israel and its neighbors may hinder Israel’s international trade and
lead to economic downturn. This, in turn, could have a material adverse effect on TAT’s operations and business. In recent years,
there has been an escalation in violence among Israel, Hamas (which controls the Gaza Strip), the Palestinian Authority (which controls
in the West Bank) and other groups, as well as extensive hostilities along Israel’s border with the Gaza Strip such as the missiles
fired from the Gaza Strip into Israel. Ongoing violence between Israel and the Palestinians as well as tension between Israel and its
Arab neighbors and Iran may have a material adverse effect on TAT’s business, financial conditions and results of operations.
Furthermore, there are a number of countries, primarily Arab and
Muslim countries, that restrict or frown upon business with Israel or Israeli companies, and TAT is precluded from marketing its products
to these countries. Restrictive laws or policies directed towards Israel or Israeli companies may have an adverse impact on TAT’s
operations, TAT’s financial results or the expansion of TAT’s business.
Additionally, Israel’s most recent general elections were
held on November 1, 2022. These elections were the fifth round of elections since April 2019. As of February 2023, the current elected
government in Israel is pursuing extensive reforms to Israel’s judicial system. Certain financial, legal and commercial organizations
and entities have claimed that such changes, if adopted, could adversely affect the macroeconomic condition in which we operate. At this
stage, the proposed legislation has not become effective, and its scope has not been fully determined; we cannot assess the potential
impacts of these changes and their likelihood on our business, prospects, financial condition and results of operation.
TAT’s results of operations may be negatively
affected by the obligation of its personnel to perform military service.
Many of TAT’s employees and some of TAT’s directors
and senior management based in Israel are obligated to perform annual reserve duty in the Israel Defense Forces (“IDF”) and
may be called for active duty under emergency circumstances at any time. If a military conflict or war arises, these individuals could
be required to serve in the military for extended periods of time. TAT’s operations could be disrupted by the absence of one or
more of its senior management, key employees or a significant number of other employees for a significant period due to military service.
Any such disruption in TAT’s operations could adversely affect TAT’s business.
Your rights and responsibilities as a shareholder
are governed by Israeli law and may differ in some respects from the rights and responsibilities of shareholders under U.S. law.
TAT is incorporated under Israeli law. The rights and responsibilities
of holders of TAT’s ordinary shares are governed by TAT’s memorandum of association, articles of association and by Israeli
law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations.
In particular, each shareholder of an Israeli company has a duty to act in good faith and in a customary manner in exercising his or her
rights and fulfilling his or her obligations toward the company and other shareholders and to refrain from abusing his power in the company,
including, among other things, in voting at the general meeting of shareholders on certain matters. Israeli law provides that these duties
are applicable in shareholder votes on, among other things, amendments to a company’s articles of association, increases in a company’s
authorized share capital, mergers and interested party transactions requiring shareholder approval. In addition, a controlling shareholder
of an Israeli company, or a shareholder who knows that he or she possesses the power to determine the outcome of a shareholder vote or
who has the power to appoint or prevent the appointment of a director or officer in the company, has a duty of fairness toward the company.
However, Israeli law currently does not define the substance of this duty of fairness. Because Israeli corporate law has undergone extensive
revision in recent years, there is relatively little case law available to assist in understanding the implications of these provisions
that govern shareholder behavior.
14
Israeli law may delay, prevent or make difficult
an acquisition of TAT, which could prevent a change of control and, therefore, depresses the price of TAT’s shares.
Israeli corporate law regulates mergers, requires tender offers
for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officers or significant
shareholders and regulates other matters that may be relevant to these types of transactions. Furthermore, Israeli tax considerations
may make potential transactions unappealing to TAT or to some of TAT’s shareholders. These provisions of Israeli law may delay,
prevent or make difficult an acquisition of TAT, which could prevent a change of control and therefore depress the price of TAT’s
shares.
Investors and TAT’s shareholders generally
may have difficulties enforcing a U.S. judgment against TAT, TAT’s executive officers and directors or asserting U.S. securities
laws claims in Israel.
TAT is incorporated in Israel and the majority of TAT’s executive
officers and directors reside outside the United States. Service of process upon them may be difficult to effect within the United States.
Furthermore, many of TAT’s assets and most of the assets of TAT’s executive officers and directors are located outside the
United States. Therefore, a judgment obtained against TAT or certain of its executive officers and directors in the United States, including
one based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not
be enforced by an Israeli court. It also may be difficult for you to assert U.S. securities law claims in original actions instituted
in Israel. However, subject to certain time limitations and other conditions, Israeli courts may enforce final judgments of U.S. courts
for liquidated amounts in civil matters, including judgments based upon the civil liability provisions of those and similar acts.
As a foreign private issuer whose shares are
listed on NASDAQ, TAT may follow certain home country corporate governance practices instead of certain NASDAQ requirements.
As a foreign private issuer whose shares are listed on NASDAQ,
TAT is permitted to follow certain home country corporate governance practices instead of certain requirements of the NASDAQ Marketplace
Rules. A foreign private issuer that elects to follow a home country practice instead of such requirements must submit to NASDAQ in advance
a written statement from an independent counsel in such issuer’s home country certifying that the issuer’s practices are not
prohibited by the home country’s laws. In addition, a foreign private issuer must disclose in its annual reports filed with the
SEC or on its website each such requirement that it does not follow and describe the home country practice followed by the issuer instead
of any such requirement. For example, Israel’s corporate governance or laws require that TAT obtain shareholder approval for certain
dilutive events, such as for the establishment or amendment of certain equity-based compensation plans, an issuance that will result in
a change of control of TAT, certain transactions other than a public offering involving issuances of a 20% or more interest in TAT and
certain acquisitions of the stock or assets of another company, which are not required by NASDAQ.
Item 4.
Information on the Company
History and Development of TAT
TAT was incorporated under the laws of the State of Israel in April
1985 under the name Galaxy Graphics Ltd. TAT changed its name to Galagraph Ltd. in August 1986 and to TAT Technologies Ltd. in May 1992.
TAT is a public limited liability company under the Israeli Companies Law 1999-5759, (“Israeli Companies Law”), and operates
under this law and associated legislation. TAT’s registered offices and principal place of business are located at 5 Hamelacha St.,
Netanya 4250540 Israel, and its telephone number is +972-8-862-8500. TAT’s website is
www.tat-technologies.com. The information on TAT’S website is not incorporated by reference into this annual report.
www.tat-technologies.com. The information on TAT’S website is not incorporated by reference into this annual report.
TAT was founded in 1985 to develop the computerized systems business
of its then parent company, TAT Industries Ltd. (“TAT Industries”), a publicly-held Israeli corporation then engaged in the
manufacture and sale of aeronautical equipment. In December 1991, TAT acquired the heat exchange operations of TAT Industries and in 2000,
TAT purchased the remaining operations of TAT Industries relating to the manufacture and maintenance of aviation accessories and leased
certain of its properties.
In March 1987, TAT completed the initial public offering of its
securities in the United States. TAT was listed on the NASDAQ Global Market (then known as the NASDAQ National Market) from its initial
public offering until July 1998 when the listing of TAT’s ordinary shares was transferred to the NASDAQ Capital Market. On June
24, 2009, TAT’s ordinary shares resumed trading on the NASDAQ Global Market. Since August 2005 TAT’s shares have been traded
also on the TASE.
Today TAT is a provider of a variety of solutions and services
to the commercial and military aerospace and ground defense industries through its Kiryat Gat facility, as well as through its subsidiaries,
Limco and Piedmont in the U.S. (Limco and Piedmont are held by TAT through Limco-Piedmont, Inc. (“Limco-Piedmont”)) and Turbochrome
in Kiryat Gat, Israel.
15
In 1993, TAT acquired Limco Airepair, Inc. (“Limco”).
Located in Tulsa, Oklahoma, Limco’s FAA-certified repair station provides MRO services for airlines, air cargo carriers, maintenance
service centers and the military, especially for heat transfer components. In addition to its MRO services, Limco is an OEM of heat transfer
solutions for aircraft and system manufacturers and other selected related products.
In 2005, Limco acquired Piedmont, a company certified by the FAA
to perform MRO services of APUs and landing gears. Located in Greensboro, North Carolina, Piedmont’s FAA-certified repair station
provides MRO services for airlines, air cargo carriers, maintenance service centers and the military, especially for landing gears and
APUs.
In July 2007, Limco-Piedmont completed an initial public offering
of its common stock and Limco-Piedmont’s shares were listed on the NASDAQ Global Market (symbol: LIMC) until July 2, 2009, when
TAT acquired all of the publicly held shares of Limco-Piedmont (approximately 32% of Limco-Piedmont’s total shares) in a stock for
stock merger. As a result of such merger, Limco-Piedmont again became a wholly-owned subsidiary of TAT.
Following a series of transactions occurring between March 2008
and March 2009, TAT acquired 70% control of Bental Industries Ltd. In February 2014, TAT sold its entire interest in Bental Industries
Ltd to Bental Investments Agshah Ltd. for an aggregate consideration of $5 million.
On December 4, 2009, TAT, through its subsidiary Piedmont, signed
an investment agreement with FAvS. According to the agreement, Piedmont was issued 288,334 shares of Class B common stock of FAvS, representing
37% of FAvS' then share capital (total number of shares acquired was subsequently adjusted as result of a 1 for 20 reverse stock split)
and $750,000 of FAvS preferred shares (entitled to cash dividends at an annual rate of 12% payable quarterly or to additional preferred
shares at an annual rate of 15%) in return for Piedmont's propeller and parts businesses.
On March 11, 2015, Piedmont sold 237,932 shares of Class B common
stock of FAvS representing 23.18% of FAvS' share capital and its entire holdings (16,253) of FAvS' Series A preferred stock for an insignificant
amount. As of December 31, 2018, TAT owns approximately 5% of FAvS’ issued and outstanding share capital.
In October 2015, TAT acquired Turbochrome, a company certified
by the FAA and EASA to perform overhaul and coating of jet engine components, including turbine vanes and blades and fan blades.
In November 2015, TAT entered into an agreement with Engineering
to establish a new MRO facility in Russia. The new company, TAT-Engineering LLC, is based in Novosibirsk’s Tolmachevo airport and
is providing services of minor repair, overhaul and recore for heat transfer components in Russia and the CIS. According to the joint
venture agreement, TAT owns 51% of TAT-Engineering's shares and the remaining 49% are held by Engineering.
A. Business
Overview
Overview
TAT Technologies Ltd. is a leading provider of solutions and services
to the commercial and military aerospace and ground defense industries focused mainly on two product areas and services: Thermal Management
and Power and Actuation. TAT operates under four business unit: (i) OEM of heat transfer solutions and aviation accessories through its
Kiryat Gat facility (TAT Israel); (ii) MRO services for heat transfer components and OEM of heat transfer solutions through its Limco
subsidiary; (iii) MRO services for aviation components through its Piedmont subsidiary; and (iv) overhaul and coating of jet engine components
through its Turbochrome subsidiary.
TAT’s activities in the area of OEM of heat transfer solutions
and aviation accessories through its TAT Israel primarily include the design, development and manufacture of (i) a broad range of heat
transfer solutions, such as pre-coolers heat exchangers and oil/fuel hydraulic heat exchangers, used in mechanical and electronic systems
on board commercial, military and business aircraft; (ii) environmental control and power electronics cooling systems installed on board
aircraft and ground applications; and (iii) a variety of other mechanical aircraft accessories and systems such as pumps, valves, and
turbine power units.
TAT’s activities in the area of MRO and OEM of heat transfer
solutions include the MRO of heat transfer components and to a lesser extent, the manufacturing of certain heat transfer solutions. TAT’s
Limco subsidiary operates an FAA-certified repair station, which provides heat transfer MRO services for airlines, air cargo carriers,
maintenance service centers and the military.
TAT’s activities in the area of MRO services for aviation
components include the MRO of APUs, landing gears and other aircraft components. TAT’s Piedmont subsidiary operates an FAA-certified
repair station, which provides aircraft component MRO services for airlines, air cargo carriers, maintenance service centers and the military.
TAT’s activities in the area of jet engine overhaul through
its Turbochrome facility includes the overhaul and coating of jet engine components, including turbine vanes and blades, fan blades, variable
inlet guide vanes and afterburner flaps.
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OEM of Heat Transfer Solutions and Aviation
Accessories (TAT Israel)
TAT is an OEM of heat transfer solutions and aviation accessories
to the commercial and military aerospace and ground defense industries, primarily through its TAT Israel. The main OEM activity at TAT
Israel is the design and manufacture of a comprehensive line of heat exchangers and cold plates. Heat transfer solutions facilitate removal
and dissipation of heat generated during the operation of mechanical and electronic systems. TAT Israel's heat transfer solutions are
generally integrated into complete cooling systems. Using proprietary technological expertise, we design each heat transfer product to
meet the specific space, power, performance and other needs of our customers. TAT Israel's heat transfer solutions are marketed worldwide
for applications in commercial and military aircraft and electronic systems, the primary users of such equipment. TAT Israel's customers
include, Liebherr-Aerospace Toulouse S.A. (“Liebherr”), Boeing Aircraft Company (“Boeing”), Israel Aerospace Industries,
(“IAI”), Textron Aviation (“Cessna”), Pilatus Aircraft Ltd (“Pilatus”), Embraer Empresa Brasileira
de Aeronáutica S.A. (“Embraer”), Eaton Aerospace LLC (“Eaton”), Parker Hannifin Corporation (“Parker”), Bell
Helicopter, as well as the U.S. Air Force, U.S. Army, and U.S. Navy and other air forces from around the world. Such supply contracts
are generally long-term engagements that may have terms of ten years or more.
As part of its OEM activities, TAT Israel is also engaged in the
design, development and manufacture of complete cooling systems. This product line principally includes cooling systems for electronic
systems (used in airborne military platforms) and ground cooling systems (used in military facilities, tents, vehicles and other military
applications).
In addition, TAT Israel designs, develops and manufactures aviation
flow control accessories. These accessories include components, such as valves and pumps. Customers for TAT Israel aviation accessories
include Lockheed Martin Corporation (“Lockheed Martin”), Boeing, Continental Motors (“Continental”), the Israel
Air Force (“IAF”), IAI, Elbit Systems (“Elbit”), Rafael Advanced Defense Systems (“Rafael”), as well
as the U.S. Air Force and U.S. Navy and other air forces from around the world.
TAT Israel's also provides limited MRO services to military customers,
mainly for aviation accessories as well as for certain heat transfer solutions. TAT Israel's currently overhauls emergency power units,
hydrazine tanks, jet fuel starters, cooling turbines and various valves for the F-16 fighter aircraft. The customers for TAT Israel MRO
services include the IAF, IAI, various NATO countries, as well as the U.S. Air Force, U.S. Army and U.S. Navy.
TAT Israel relies on highly qualified personnel and strong engineering,
development and manufacturing capabilities that enable it to support its customers from the early program development phase to prototype
delivery.
TAT estimates the size of the markets in which TAT Israel operates
to be significant based on the scope of development projects and purchasing processes of its customers. Many of the projects TAT Israel
is engaged in are lengthy and complex, which account for its long-term supplier relationships and the customer loyalty it enjoys. TAT
plans to expand its TAT Israel operations in the OEM segment, among other things, by increasing the scope of work with its existing strategic
customers, establishing relationships with new customers, increasing its capabilities in complete systems/subsystems manufacturing, and
by targeting strategic territories with high commercial potential.
.
17
MRO Services for Heat Transfer Components and
OEM of Heat Transfer Solutions (Limco)
Through its Limco subsidiary TAT provides MRO services and OEM
services to the aerospace and ground defense industries in the field of heat transfer. Limco’s FAA-certified repair station provides
aircraft component MRO services for airlines, OEMs, air cargo carriers, maintenance service centers and the military. Limco is also certified
by the EASA, the Civil Aviation Administration of Thailand (“DCA”), the Civil Aviation Administration of Indonesia (“DGCA”),
and the Civil Aviation Administration of China (“CAAC”). Limco has also recently attained NADCAP certification for dye penetrant
testing, welding and heat treating. Limco specializes in MRO services for components of aircraft, such as heat transfer components and
ozone converters. Generally, manufacturer specifications, government regulations and military maintenance regimens require that aircraft
components undergo MRO servicing at regular intervals or as necessary. Aircraft heat transfer components typically require MRO services,
including repairs and installation of replacement units, after two to five years of service or sooner if required. Aircraft manufacturers
typically provide warranties on new aircraft and their components and subsystems, which may range from one to five years depending on
the bargaining power of the purchaser. Warranty claims are generally the responsibility of the OEM during the warranty period. Limco’s
business opportunity usually begins upon the conclusion of the warranty period for these components and subsystems. Limco’s customers
include major U.S. domestic and international airlines, air cargo carriers, maintenance service centers, OEMs such as commercial and military
aircraft manufacturers and defense contractors, and the U.S. Armed Forces (Army, Air Force, Navy and Coast Guard). MRO contracts with
these types of customers are generally long-term engagements and may have terms of one to five years or more.
Limco enjoys a strong reputation among customers for its competitive
pricing and fast turnaround time. It is recognized by leading OEMs of aerospace products to provide MRO services for their heat transfer
solutions. For example, Limco is a well-recognized Collins Aerospace (Hamilton Sundstrand) repair center, providing MRO services for many
of its heat transfer solutions.
In addition to its MRO services, Limco also manufactures, on an
OEM basis, heat transfer solutions used in commercial, regional, business and military aviation platforms. Customers for Limco’s
heat transfer solutions include Boeing, the Defense Supply Center, Parker Hannifin, Raytheon Company (“Raytheon”), BAE Systems,
Bell Helicopter, Triumph Aerostructures, Northrop Grumman Corporation and Gulfstream Aerospace Corporation.
TAT estimates the size of the markets in which Limco operates to
be significant based on the number of aircraft requiring MRO services provided by Limco along with the customer loyalty Limco enjoys.
TAT plans to expand its Limco operations, among other things, by developing OEM and MRO capabilities for additional types of heat transfer
products with significant commercial potential.
MRO Services for Aviation Components (Piedmont)
Through its subsidiary Piedmont, TAT provides MRO services for
aviation components to the aerospace industry. Piedmont’s FAA- and EASA-certified repair station provides aircraft component MRO
services for commercial airlines, business jets, air cargo carriers, maintenance service providers as well as governments and military
forces worldwide. Piedmont specializes in MRO services for aircraft components, including APUs, landing gears and Machining and Plating
services (MPG). Generally, manufacturer specifications, government regulations and military maintenance regimens require that aircraft
components undergo MRO servicing at regular intervals or as necessary. Aircraft components typically require MRO services, including repairs
and installation of replacement units, after three to ten years of service or sooner if required. Aircraft manufacturers typically provide
warranties on new aircraft and their components and subsystems, which may range from one to five years. Warranty claims are generally
the responsibility of the OEM during the warranty period. Piedmont’s business opportunity usually begins upon the conclusion
of the warranty period for these components and subsystems. Piedmont’s customers include U.S. domestic and international airlines,
air cargo carriers and maintenance service providers. MRO contracts with these types of customers are generally long-term engagements
that may have terms of one to ten years or more.
18
Piedmont is licensed by Honeywell as an authorized repair center
to provide MRO services for several types of its APU models. Piedmont has excellent working relationships with the major landing gear
manufacturers as well.
In 2021 Piedmont began providing its customers with APU engine
leasing services with respect to the APU 331-250 and 331-500 models.
TAT estimates the size of the markets in which Piedmont operates
to be significant based on the number of aircraft requiring MRO services provided by Piedmont. TAT plans to expand its Piedmont operations
in the MRO segment by using Piedmont’s experience and reputation to develop MRO capabilities for additional types of APU and landing
gears applications as well as other aircraft systems/components with significant commercial potential and by offering additional supplementary
services such as machining, plating, and grinding (“MPG”).
In this instance
Piedmont signed several strategic agreements with Honeywell (aerospace division), under these transactions Honeywell granted a 10 years
license to MRO the following APU lines : 331-200\250 , 331-500 that serves the Boeing 777 platform and 131 that serves the Boeing 737
platform and Airbus 319-320-321 platform. During 2021 piedmont entered into the APU leasing activity with a purchase of 18 331-500APU
engines from Honeywell, under which Honeywell is the main customer for leasing these engines (Under this agreement piedmont is Honeywell's
sole source for engines for lease purposes). In 2022 Piedmont increased the lease pool by adding six 131-9A/B APU’s and five 331-200/250
APU’s.
Piedmont’s
extensive experience in the repair and overhaul of APUs and landing systems includes a comprehensive involvement in the industry supply
chain. In addition to its MRO services, Piedmont is active worldwide in the exchange, lease and individual component parts supply of its
APU and landing gear products. Through a network of industry partners and well-known aerospace parts distributors, Piedmont’s activity
in the sale of parts is a robust element of its business. Piedmont’s quality systems are AS9110 and NADCAP for non-destructive testing.
Overhaul and Coating of Jet Engine Components (Turbochrome)
Through its subsidiary Turbochrome, TAT provides MRO services for
jet engine components to the aerospace industry. Turbochrome’s FAA- and EASA-certified repair station provides its services mainly
to maintenance service centers, airlines and the military. Turbochrome specializes in MRO services for engine components such as turbine
vanes and blades, compressor vanes and blades, fan blades and after burner flaps. Generally, manufacturer specifications, government regulations
and military maintenance regimens require that engine components undergo MRO servicing at regular intervals or as necessary. Commercial
engine components typically require MRO services after three to five years of service or sooner if required. Engine manufacturers typically
provide warranties on new engines and their components and subsystems, which may range from one to five years depending on the bargaining
power of the purchaser. Warranty claims are generally the responsibility of the OEM during the warranty period. Turbochrome’s
business opportunity usually begins upon the conclusion of the warranty period for these components. Turbochrome’s customers include
domestic and international airlines, maintenance service centers and the military.
Turbochrome also specializes in the manufacturing of coating powders
(for pack cementation aluminide coatings) and masking materials (for the prevention of coating in defined areas) used in the aviation
industry. Turbochrome provides these materials to OEMs and to maintenance service centers.
TAT estimates the size of the markets in which Turbochrome operates
to be significant based on the number of jet engines requiring MRO services. Turbochrome plans to expand its operations in the MRO segment
by using Turbochrome’s experience and reputation to develop MRO capabilities for additional types of jet engine components with
significant commercial potential.
Turbochrome’s quality system complies with ISO 9001 and AS9100, and with EASA
part 145 and FAA FAR 145 for the civil parts.
19
In June 2020, Company's
management decided to discontinue the JT8D engine blades reconditioning activity as part of a strategic change in Turbochrome's
business to focus on new capabilities to provide services to newer types of engines. The discontinued operation is related to the JT8D
engine blades reconditioning activity in Turbochrome , which constitutes a material portion of Turbochrome’s revenues. In 2021 the
company continued with the fade out plan of the JT8D engine blade reconditioning activity and in 2022 this activity is immaterial for
TAT financial statements reporting.
TAT-Engineering LLC
In November 2015, we signed an agreement with Russian-based Engineering
Holdings Ltd of Moscow (“Engineering”), to establish a new facility for the provision of MRO services for heat transfer components.
The new company, TAT-Engineering LLC, is based in Novosibirsk’s Tolmachevo airport. The new entity was established in January 2016
and is currently operating under FAA certifications and obtained FAA high-level repair approvals. Current efforts are focused on
marketing initiatives targeting the major Russian and CIS airlines and maintenance stations.
Business Strategy
TAT aims to be the trusted partner to its strategic customers, delivering differentiated
products and services in selected, high barrier-to-entry, markets. This will enable TAT to develop the long-term high-value relationships
it strives to have with its customers to effectively complete and continue grow business and improve profitability. Currently, TAT’s
focus is on two main markets: thermal management solutions and services and Power and Actuation solutions and services.
Execution of TAT’s strategy is based on the following principles:
| • |
Enhancing OEM capabilities — capitalizing on our technical expertise,
experience and reputation in the market of heat transfer solutions to expand the scope of our OEM offerings to new aircrafts or to new
platforms in the existing aircrafts. |
| • |
Expand the scope of MRO services — leveraging
our technical expertise, engineering resources and facilities to broaden MRO services to additional types of aircraft and additional aircraft
systems, subsystems and components while developing the required technical expertise to provide these additional MRO services. |
| • |
Increasing market share — continuing aggressive marketing efforts
to win new customers as well as to expand activities with existing customers, partly by focusing on cross selling opportunities between
our different businesses. As part of our efforts, we also intend to expand our marketing presence in existing territories, like the United
States and Western Europe as well as new territories, where TAT currently has a smaller presence and fewer customers, such as Eastern
Europe, Latin America and Asia. |
| • |
Effective synergy among group members — enhancing the synergies
between our various businesses. For example, by supplying Limco with heat transfer components manufactured in Gedera, we enable Limco
to offer a superior product and more competitive pricing on its MRO services, thereby improving Limco's overall competitive position in
the market. |
| • |
Organic growth and MA — in addition to growing our existing
businesses organically as detailed above, we intend to evaluate complementary acquisition opportunities. |
Products and Services
OEM of Heat Transfer Solutions and Aviation
Accessories
TAT Israel manufactures a wide range of heat transfer solutions
used on board aircraft, air conditioning systems, environmental control systems and cooling systems for electronics for military use.
These solutions are manufactured in compliance with all of the stringent quality assurance standards that apply to the manufacture of
aircraft parts. TAT Israel's quality system complies with ISO 9001, AS9100, Boeing quality systems approval D6-82479 and FAR 21.303 (the
FAA standard for Parts Manufacturer Approval) and NADCAP for non-destructive testing and welding.
Heat Transfer Solutions
TAT Israel specializes in the design and manufacture of highly
efficient, compact and reliable heat transfer solutions that are designed to meet stringent constraints such as size, weight and environmental
conditions. Heat transfer solutions, such as heat exchangers and cold plates, are integral components of a wide variety of environmental
control, mechanical and engine systems, as well as a wide range of electronic systems. These systems generate heat during operation that
must be removed and dissipated. Heat transfer solutions facilitate the exchange of heat created through the operation of these systems
by transmitting the heat from a hot medium (air, oil or other fluids) to a cold medium for disposal.
20
In the aerospace industry, there is a constant need for improvements
in performance, weight, cost and reliability. In addition, as electronic systems become smaller and more densely packed, the need for
sophisticated and efficient heat transfer components used to provide the cooling functions becomes more critical. Using TAT Israel's technological
expertise, TAT believes it is well positioned to respond to these industry demands through continued new product development and product
improvements.
TAT Israel's principal heat transfer solutions include heat exchangers
and cold plates. Typically, air-to-air heat exchangers cool a jet engine’s bleed air which, when cooled, is then used in the aircraft’s
air conditioning, pressurization and pneumatic systems. The liquid-to-air heat exchangers cool liquids such as engine oil, hydraulic oil
and others used in other systems.
TAT Israel provides a one-stop-shop for all types of heat transfer
solutions. TAT Israel's heat exchangers are generally priced between approximately $2,000 and $45,000 per unit. A significant portion
of TAT Israel's heat transfer solutions is sold to customers in connection with the original manufacture or retrofitting of particular
aircraft equipment. TAT Israel generally enters into long-term supply contracts with its customers, which require TAT Israel to supply
heat transfer products as part of a larger project.
TAT Israel also manufactures other heat transfer solutions, such
as cooling chassis, heat sinks and cold plates (which may be air-to-air, liquid-to-air or liquid-to-liquid), to control and dispose heat
emitted by the operation of various electronic systems. Such products are currently utilized mainly in radar systems, avionics, electronic
warfare systems and various pods for targeting, navigation and night vision.
As a result of the specialized nature of the systems in which TAT
Israel's parts are included, spare and replacement parts for the original heat transfer solutions are also usually provided by TAT Israel.
During 2021, as part of a strategic plan by TAT’s management,
TAT started transferring the heat exchangers activity from its Gedera facility to Limco in the US. The transfer was accomplished according
to TAT’s management strategic plan in 2022. Such transfer is expected to create a unified independent MRO\OEM center for heat exchangers,
and as part of such transfer TAT will build its strategic RD center for heat exchangers in the US.
Aviation Flow Control Accessories
TAT Israel is also engaged in the design, development, manufacture
and MRO services for aviation flow control accessories. These accessories include components such as valves and pumps.
Cooling and Air Conditioning Systems
TAT Israel is also engaged in the design, development and manufacture
of complete environmental control systems and cooling systems. This product line includes ground cooling systems mainly for military applications
such as mobile command and control units, command and control vehicles, armored vehicles, mobile broadcast units, mobile hospitals, etc.
In addition, TAT Israel designs, develops and manufactures power electronics cooling systems based on customer specifications, while providing
a complete engineering solution in compliance with strict civil aviation standards. TAT Israel's systems are used globally and are tested
under strict standards.
21
MRO Services for Heat Transfer Components and OEM of Heat Transfer
Solutions
MRO Services for Heat Transfer Components
Through its Limco subsidiary in the U.S., TAT provides MRO services
for heat transfer components. The demand for MRO services is driven by the size and age of the aircraft fleet (including new aircrafts
entering into service), aircraft utilization and regulations set OR promulgated by the FAA and other governmental authorities.
Due to the increased maintenance costs of their aging fleets many
carriers are seeking ways to reduce costs, minimize down-time, increase aircraft reliability and extend time between overhauls. One way
to accomplish this goal is through the outsourcing of more of their maintenance and support functions to reliable third parties. Furthermore,
we believe that commercial carriers making the decision to outsource their MRO requirements are searching for MRO service providers with
a wide-range of service capabilities. Such MRO service providers allow the carriers to concentrate their outsourcing of MRO services to
a select group of third-party providers. The global military aircraft fleet also presents similar opportunities for MRO service providers.
We believe that an aging military fleet and the increased use of upgrade programs aimed at extending the useful life of military aircraft
will provide continued MRO growth opportunities.
Limco specializes in the repair and overhaul of heat transfer components.
These components include heat exchangers, oil coolers, pre-coolers, reheaters, condensers, water separators, fuel heaters, evaporators
and ozone converters.
Limco is continually expanding its MRO capabilities based on market
need and/or customer request. Limco’s capabilities include heat transfer components used in aircraft and systems manufactured by
Airbus, Boeing, Bombardier, Cessna, Embraer, Lockheed Martin, Fokker, Liebherr-Aerospace, Collins Aerospace, Honeywell Aerospace and others.
As part of the TAT's strategic plan announced in March 2021, the
Company will enhance Limco's Heat exchange cores manufacturing capabilities by, among other things, strengthening Limco’s employees’
engineering knowledge, recruitment and training of employees and investment in new machines and infrastructures.
Limco performs MRO services at its repair station in Tulsa, Oklahoma
which has ISO9001, AS9110 and AS9100 certification, NADCAP certification for dye penetrant testing, welding and heat treating, and is
licensed to provide MRO services by the FAA and EASA, as well as by the civil aviation Administrations of Thailand, Indonesia and China.
Limco offers different or various MRO services for heat transfer
components. If the damage is significant, Limco will remanufacture the unit, which generally entails replacing the core matrix of the
damaged or old heat transfer component in lieu of replacing the entire unit with a new one. Limco designs and develops these customized
remanufactured units as a cost-effective alternative to new part replacement. In the event of less severe damage, Limco will either overhaul
or repair the unit as necessary. Re-manufactured units carry warranties which are often equal or better than those provided to new units.
OEM Authorizations and Licenses
Limco believes that establishing and maintaining relationships
with OEMs of aircraft systems and components is an important factor in achieving sustainable success as an independent MRO service provider.
OEMs grant independent MRO service providers authorization to perform repair and overhaul services on their behalf. OEMs generally grant
very few authorizations and maintain tight controls over their authorized MRO service providers in order to maintain high quality of service
to their customers. Obtaining OEM authorization requires sophisticated technological capabilities, experience-based industry knowledge
and substantial capital investment. Furthermore, Limco believes that service providers that have OEM authorization gain a competitive
advantage as they typically receive discounts on parts, technical information and OEM warranty support. Limco is an independent MRO service
provider that is a well-recognized repair center of Collins Aerospace (Hamilton Sundstrand), one of the largest heat transfer solutions
manufacturers in North America or in the United States.
OEM of Heat Transfer Solutions
In addition to its MRO services, Limco also acts as an OEM manufacturer
of heat transfer solutions used mainly in military aircraft and other ground applications and to a lesser extent, in commercial, regional
and business aircraft. Limco specializes in the design and manufacture of highly efficient heat transfer solutions, which are designed
to meet stringent constraints such as size, weight and applicable environmental conditions. These units include heat exchangers, oil coolers,
precoolers, reheaters, condensers, fuel heaters and evaporators.
Limco also manufactures demineralizer systems for U.S. Navy vessels,
including ships and nuclear submarines. Limco currently offers tens of OEM parts to the aerospace and ground defense industries. These
parts are manufactured in compliance with the stringent quality assurance standards that apply to the manufacture of aircraft and military
parts.
Limco’s quality systems are ISO9001, AS9110, AS9100 and NADCAP
for non-destructive testing, welding and heat treating and FAR 21.303 (the FAA standard for Parts Manufacturer Approval).
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MRO Services for Aviation Components
Through its Piedmont subsidiary, TAT provides MRO services for
aviation components, including APUs and landing gear. As previously mentioned, the demand for MRO services is driven by the size and age
of the aircraft fleet, aircraft utilization and regulations by the FAA and other governmental authorities.
Due to increased maintenance costs of their aging fleets many carriers
are seeking ways to reduce costs, minimize down-time, increase aircraft reliability and extend time between overhauls. One way to accomplish
this goal is through the outsourcing of more of their maintenance and support functions to reliable third parties. Furthermore, we also
believe that commercial carriers making the decision to outsource their MRO requirements are searching for MRO service providers that
offer a wide-range of service capabilities. These MRO service providers allow the carriers to concentrate their outsourcing of MRO services
to a select group of third-party providers. The global military aircraft fleet also presents similar opportunities for MRO service providers.
We believe that an aging military fleet and the increased use of upgrade programs aimed at extending the useful life of aircrafts will
provide continued MRO growth opportunities.
Piedmont specializes in the repair and overhaul of APUs and landing
gears. APUs are relatively small, self-contained generators used to start jet engines, usually with compressed air, and to provide electricity,
hydraulic pressure and air conditioning while an aircraft is on the ground. In many aircraft, an APU can also provide electrical power
during in-flight emergency situations. Landing gears are the structure that support an aircraft on the ground and allow it to taxi, takeoff
and land.
Piedmont performs MRO services at its repair station in Greensboro,
North Carolina, which is licensed by the FAA and EASA. Piedmont specializes in providing comprehensive repair and overhaul services for
APU models manufactured by both Honeywell and Hamilton Sundstrand, two leading OEMs in the United States. In addition, Piedmont provides
full repair, overhaul, machining, plating and grinding services for landing gear systems for commercial and military aircraft. Piedmont
has a long history in providing landing gear MRO services for regional airliners, including aircraft manufactured by Bombardier (CRJ 100/200/Dash8),
the French-Italian ATR (42/72), Gulfstream (G4), Lockheed Martin (P3/C130) and the Brazilian Embraer (E170/E190). During 2020 Piedmont
stopped providing services to the CRJ platform. At the end of 2020 Piedmont signed a new exclusive contract with Honeywell as Honeywell's
exclusive rental bank provider for the APU 331-500 (used in the Boeing 777 platform). By signing this agreement with Honeywell and purchasing
18 APU331-500 engines Piedmont entered a new segment of APU leasing. Piedmont also signed a contract to be an authorized repair station
for the 331-500 APU (serving the Boeing 777 platform) as well as the APU 131 serving the Boeing 737 platform and Airbus 319-320-321 platform.
OEM Authorizations and Licenses
Piedmont believes that establishing and maintaining relationships
with OEMs of aircraft systems and components is an important factor in achieving sustainable success as an independent MRO service provider.
OEMs grant independent MRO service providers authorizations or licenses to perform repair and overhaul services on the equipment they
manufacture. OEMs generally grant few authorizations or licenses and maintain tight controls over their authorized and licensed MRO service
providers, in order to maintain high quality of service to their customers. Obtaining OEM authorizations requires sophisticated technological
capabilities, experience-based industry knowledge and substantial capital investment. Piedmont believes that service providers that have
OEM authorizations and licenses gain a competitive advantage as they typically receive discounts on parts, technical information, OEM
warranty support and use of the OEM name in marketing. Piedmont is an authorized repair station licensed by Honeywell, the largest manufacturer
of APUs, for several of its APU models.
Machining, Plating and Grinding, or MPG Services
Piedmont has extended its services to include the provision of
MPG services, either as supplementary to its traditional MRO services or as stand-alone services. We believe that establishing and maintaining
customer relationships with our MPG shop is an important factor in achieving sustainable success as an independent MRO service provider
and creates a competitive advantage.
23
Overhaul and Coating of Jet Engine Components
Through its subsidiary, Turbochrome, TAT provides MRO services
for jet engine components to the aerospace industry. Turbochrome’s FAA- and EASA-certified repair station provides its services
mainly to maintenance service centers, airlines and the military. Turbochrome specializes in MRO services for engine components such as
turbine vanes and blades, compressor vanes and blades, fan blades and after burner flaps. Generally, manufacturer specifications, government
regulations and military maintenance regimens require that engine components undergo MRO servicing at regular intervals or as necessary.
Commercial engine components typically require MRO services after three to five years of service or sooner if required. Engine manufacturers
typically provide warranties on new engines and their components and subsystems, which may range from one to five years depending on the
bargaining power of the purchaser. Engine manufacturers may also offer extended warranty agreements for 10 to 15 years for the engines.
Warranty claims are generally the responsibility of the OEM during the warranty period. Turbochrome’s business opportunity
usually begins upon the conclusion of the warranty period for these components. Turbochrome offers its customers DER (Designated Engineering
Representatives) and DOA (Design Organization Approval) repairs approved by the FAA and EASA. Turbochrome’s customers include U.S.
domestic and international airlines, maintenance service centers and the military.
TAT estimates the size of the markets in which Turbochrome operates
to be significant based on the number of jet engines requiring MRO services provided by Turbochrome. Turbochrome plans to expand its operations
in the MRO segment by using Turbochrome’s experience and reputation to develop MRO capabilities for additional types of jet engine
components with significant commercial potential.
Turbochrome’s quality system complies with ISO 9001 and AS9100,
and with EASA part 145, FAA FAR 145 for the civil parts, the Israel Laboratory Accreditation Authority under ISO/IEC 17025:20 and NADCAP
for 3 manufacturing procedures.
Manufacturing of masking and coating materials
Through its Turbochrome facility, TAT manufactures a wide range
of masking and coating materials for the aviation industry. These products are manufactured in compliance with all of the stringent quality
assurance standards that apply to the maintenance of aircraft engine components.
Customers
General
TAT targets a broad range of customers within the commercial and
military aerospace and ground defense industries. Our customers include commercial manufacturers of military equipment, commercial airlines,
aircraft manufacturers, military forces, the defense industry, and other manufacturers of electronic systems, aviation units and machinery
in the United States, Europe, CIS, Asia, Latin America and Israel. During 2022, TAT had revenues generated by more than 500 customers
worldwide.
Major Customers
OEM Customers
TAT, primarily through TAT Israel, sells its OEM solutions and
systems to commercial and military aircraft manufacturers and defense contractors and to the U.S. and Israeli governments.
Partial lists of OEM customers are set in the following table:
|
Aircraft manufacturers |
Boeing, Textron, Pilatus, Embraer, Lockheed
Martin, Honda Aircraft, Cirrus, Gulfstream. |
|
System manufacturers/integrators and
defense contractors |
Liebherr, Thales, Rafael, Elbit, IAI,
Parker, Lockheed Martin, Eaton Aerospace, Safran. |
The development projects and purchasing processes of many of TAT’s
OEM customers are lengthy and complex and accordingly, with some customers, TAT enters into frame agreements that determine certain legal
conditions, but under which the customer is not obligated to purchase any quantity of products. Typically, customers issue purchase orders
with the required supply quantity, price, lead times and other related terms.
24
MRO Customers
TAT services MRO customers primarily through Limco, Piedmont and
Turbochrome, including major U.S. domestic and international airlines, air cargo carriers, maintenance service centers, the U.S. Armed
Forces and other air forces from around the world.
TAT’s partial list of MRO customers is set forth in the following
table:
|
U.S. Domestic and international airlines
and air cargo carriers |
Air France-KLM, Lufthansa, FedEx, UPS,
American Airlines, Delta Airlines, United, Air Canada Jazz, Republic Airways, DHL, Austrian Airlines, TAM, Thai, Korean Air, Air India,
Swiftair, Allegiant Air, Empire Airlines, Mountain Air Cargo, Alliance Airlines, CAM – Cargo Aircraft Management, ASL airlines,
Virgin Australia. |
|
Maintenance service centers |
Fokker, Honeywell International, Kellstrom Commercial, Aero
Kool, Lufthansa Technik, RTX through Collins, SR Technics, Embraer, Evergreen Aviation Component Services, Turkish Technic, Delta Tech
Ops, ST Aerospace Engineering, , Gulfstream, IAI, Haeco Americas , Air New-Zeeland. |
|
Governments and military air forces
|
U.S. Army, U.S. Air Force and U.S. Navy;
Israeli Ministry of Defense, IAF; Belgium Air Force, Polish Air Force, Portuguese Air Force, Japan Air Force. |
Military Contracts
Direct sales to the U.S. government, our largest government customer,
accounted for approximately 5.2% of TAT’s revenues for the year ended December 31, 2022, approximately 5.6% of our revenues for
the year ended December 31, 2021 and approximately 6.1% of our revenues for the year ended December 31, 2020.
Many of TAT’s military contracts are awarded on a competitive
basis based on technical merit, personnel qualifications, experience and price. TAT also receives some contract awards involving special
technical capabilities on a negotiated, noncompetitive basis due to TAT’s technical capabilities.
TAT provides products under government contracts that usually require
performance over a period of several months to several years. Long-term contracts for the U.S. military may be conditioned upon continued
availability of congressional appropriations. Variances between anticipated budget and congressional appropriations may result in a delay,
modification of scope or termination of these contracts.
The vast majority of the governmental contracts to which TAT is
party to are fixed-price contracts, some of which contain fixed-price escalation mechanism. Under these contracts, TAT agrees to perform
specific work for a fixed price and, accordingly, realizes the benefit or detriment to the extent that the actual cost of performing the
work differs from the contract price. The allowable government contract costs and fees of TAT are subject to audit and may result in non-reimbursement
of some contract costs and fees. While governments reserve the right to conduct further audits, audits conducted for periods through fiscal
year 2021 and 2022 have resulted in no material cost recovery disallowances for TAT.
TAT’s eligibility to perform under its government contracts
requires us to maintain adequate security measures. TAT has implemented security procedures that it believes adequately satisfies the
requirements of its current government contracts.
Backlog and Long-Term Agreements
Our backlog includes the following: (i) actual purchase orders, and (ii) the maximum
estimated sales we expect to generate from long-term agreements for which we do not have actual purchase orders. It should be noted that
under these long-term agreements there is no legal obligation from the customer to purchase our products or services, yet typically our
customers would not sign such an agreement unless there is a specific business opportunity. As such, backlog information may not necessarily
be indicative of future sales.
As of December 31, 2022, our backlog included: (i) outstanding purchase orders representing an aggregate
amount of $62.4 million, and (ii) sales that we expect to generate from long-term agreements (the longest of which is until 2033) for
which we have not yet received actual purchase orders in an aggregate amount of $341 million.
Product and Service Warranties
TAT provides warranties for its products and services ranging from
one to three years, depending on the nature of the specific product. To date, TAT’s warranty costs have not been substantial. As
of December 31, 2022, the combined warranty reserve for TAT was $0.2 million.
25
Competitive Environment
OEM of Heat Transfer Solutions and Aviation
Accessories
The aerospace and defense OEM industries in general and specifically,
the commercial and military aviation markets, are characterized by intense competition and the need to constantly be in the forefront
of technological innovations in order to be able to offer technologically-advanced and attractive products. Competition in these OEM markets
is also based on price, quality and on time delivery. TAT estimates the market size of heat transfer solutions to be significant based
on the scope of development projects and purchasing processes of the potential customers. TAT estimates that there is a small number of
competing suppliers in the aerospace and defense OEM markets due to the high barriers to entry to these markets, which include the need
for highly qualified and trained personnel, technologically advanced facilities and the need to obtain appropriate governmental approvals.
The nature of the projects in the commercial and military aviation OEM industry, which are often time consuming and complex, also require
long-term supplier relationships and customer loyalty in order to succeed.
TAT’s competitors in the global OEM aerospace and defense industries can be
divided into two main groups:
| • |
Complete system manufacturers that either independently or through subcontractors, design, develop and manufacture complete systems
(such as a manufacturer of aircraft hydraulic systems) directly for the platform manufacturer (i.e., for business jets). These companies
will typically compete on bids for complete systems and/or projects where the components/products TAT develops are part of the complete
system. In such cases, it is very likely that these companies will subcontract to companies such as TAT the design and manufacturing of
one or a few components in the system. Although some of these companies have the capabilities to design and manufacture each standalone
component in a complete system (i.e., a heat exchanger integrated in hydraulic systems) they usually do not compete with TAT in projects
where there is a specific requirement for a stand-alone component. |
| • |
Component manufacturers, such as TAT, for which the design and manufacture of components (such as heat exchangers or other types
of heat transfer solutions) is the main business (and which are normally situated in the “value chain” one tier below the
system manufacturers, such as a manufacturer of an aircraft’s hydraulic system and two tiers below the platform manufacturer, such
as a manufacturer of a new aircraft). These companies typically compete in projects where there is a specific requirement for a standalone
aviation component (such as a heat exchanger or other types of heat transfer solutions) and in tenders by manufacturers of complete systems
or products for sub-contractors. Although some of the component manufacturers have the capabilities to design, develop and manufacture
a complete system (i.e., environmental control system for a business jet) for a certain platform, these companies usually do not compete
on projects for complete systems in which their manufactured component constitutes a small part of the complete system, mainly due to
the high barriers to entry and to the difficulty to move up the “value chain” from a component supplier to a whole system
manufacturer. |
The major competitors of TAT in the area of OEM of heat transfer
solutions and aviation accessories include manufacturers in the United States such as the Hughes-Treitler division of Ametek, Lytron,
Niagara Thermal, Hamilton Sundstrand, Honeywell International and Triumph Thermal Systems; manufacturers based in Europe such as I.M.I.
Marston, a subsidiary of Hamilton Sundstrand, Safran and Liebherr; and manufacturers based in Asia such as Sumitomo Precision Products
from Japan. These competitors may enjoy competitive advantages over Gedera, such as:
| • |
The ability to adapt faster to changes in customer requirements and industry conditions or trends; |
| • |
Greater access to capital; |
| • |
Stronger relationships with customers and suppliers; |
| • |
Greater name recognition; |
| • |
Access to superior technology and greater marketing resources; |
| • |
Ability to offer complete systems in addition to components; and |
| • |
The ability to bundle heat transfer solutions and other aircraft components. |
26
MRO Services for Heat Transfer Components
The market for MRO services in the field of heat transfer components
is highly competitive. Competition in this market is based on price, turnaround time, quality and breadth of services. TAT’s global
competitors in the field of servicing heat transfer components can be divided into two main groups:
| • |
Service divisions of OEMs – generally, each OEM of products in the heat transfer solutions segment has the necessary capabilities
to provide MRO services for products it designs and manufactures throughout its lifetime, commencing with the initial warranty period
and through the after-market period. Service divisions of OEMs may also acquire capabilities to service products of other OEMs to further
expand their MRO services. |
| • |
Service centers – which often provide MRO services for a broad range of components and systems. These service centers can be
either the in-house maintenance services of commercial airlines or other independent service providers, such as TAT or Limco. |
For heat transfer MRO services, TAT’s major competitors are Triumph Thermal Systems, Lori Heat Transfer
Center of Honeywell, Drake Air – Ametek, Liebherr-Aerospace, American Cooler Service, Hamilton Malaysia, Lufthansa Technik, Meggitt
(Elite) and others.
As an independent MRO service provider, Limco’s competitors
have inherent competitive advantages. For example, Limco competes with the service divisions of large OEMs which in some cases have design
authority with respect to their OEM solutions and are able to derive significant pricing advantages from their OEM manufacturing activities.
Limco also competes with the in-house service divisions of large commercial airlines where there is a strong incentive for an airline
to fully utilize the services of its maintenance employees and facilities. Further, Limco’s competitors may have additional competitive
advantages, such as:
| • |
Ability to bundle heat transfer and other aircraft components; |
| • |
Access to greater marketing resources; |
| • |
Access to superior technology; and |
| • |
Greater resources which allow for better turnaround time. |
MRO Services for Aviation
Components
The market for MRO services in which Piedmont operates is highly
competitive. Competition in this market is based on quality, price, turnaround time and breadth of services. Piedmont’s primary
MRO services competitors are the service divisions of OEMs, the in-house maintenance services of various commercial airlines and other
independent service providers, such as TAT or Piedmont. For APU and landing gear MRO services Piedmont’s major competitors are Standard
Aero Group., Aerotech International, Honeywell International, Chase Aerospace, Professional Aviation, Messier-Dowty Aerospace (MD), AAR,
Hawker Pacific, APRO and others.
A number of Piedmont’s competitors have inherent competitive
advantages. For example, Piedmont competes with the service divisions of large OEMs which in some cases have design authority with respect
to their OEM products and are able to derive significant brand recognition from their OEM manufacturing activities. Piedmont also competes
with the in-house service divisions of large commercial airlines where there is a strong incentive for an airline to fully utilize the
services of its maintenance employees and facilities. Further, Piedmont’s competitors may have additional competitive advantages,
such as:
| • |
Better name recognition; |
| • |
Ability to bundle aviation and other aircraft components; |
| • |
Stronger relationships with customers and suppliers; |
| • |
Lower cost structure; |
| • |
Regional support near customers’ location; |
| • |
Access to greater marketing resources; |
| • |
Access to superior technology |
| • |
Greater access to capital; and |
| • |
Greater resources which allow for better turnaround time. |
27
Overhaul and Coating
of Jet Engine Components
The market for MRO services in which Turbochrome operates is highly
competitive. Competition in this market is based on quality, price, level of service and turnaround time. Turbochrome’s primary
MRO services competitors are the service divisions of OEMs, the in-house maintenance services of various commercial airlines and other
independent service providers, including Safran (Snecma), General Electric, GKN, PAS, Chromalloy Southwest, MCT Japan and others. With
respect to coating and masking materials, Turbochrome's competitor is APV Coatings.
A number of Turbochrome’s competitors have inherent competitive
advantages. For example, Turbochrome competes with the service divisions of large OEMs which may have design authority with respect to
their OEM products and are able to derive significant brand recognition from their OEM manufacturing activities. Turbochrome also competes
with the in-house service divisions of large commercial airlines and there is a strong incentive for an airline to fully utilize the services
of its maintenance employees and facilities. Further, Turbochrome’s competitors may have additional competitive advantages, such
as:
| • |
The ability to adapt faster to changes in customer requirements and industry conditions or trends; |
| • |
Better name recognition; |
| • |
Ability to bundle jet engine and other aircraft components; |
| • |
Stronger relationships with customers, OEMs and suppliers; |
| • |
Lower cost structure; |
| • |
Regional support near customers’ location; |
| • |
Access to greater marketing resources; |
| • |
Access to superior technology; |
| • |
Greater access to capital; and |
| • |
Greater resources which allow for better turnaround time |
Competitive Strengths
We believe that TAT’s success can be attributed to several critical factors,
including the following:
| • |
Engaging in active efforts to preserve its customer base in existing projects, while working to broaden and increase its involvement
with such clients. |
| • |
Conducting marketing activities aimed at penetrating new geographical markets and winning new customers, while taking advantage of
the unique knowledge and expertise that TAT and its subsidiaries have gained in various areas. |
| • |
Entering into additional related operating segments that will enable TAT and its subsidiaries to fulfill their growth potential.
|
| • |
Providing customers with the best value, including competitive prices, by tailoring comprehensive service packages that combine the
design and planning of an OEM component, the manufacture of such component, and the provision of maintenance services. |
| • |
Extending MRO capabilities in order to establish a ‘one-stop-shop’ center for comprehensive MRO services for the types
of aircraft Limco and/or Piedmont and/or Turbochrome target. |
| • |
Enhancing our engineering capabilities in order to support customer needs related to new projects and in order to certify MRO services
that differ from processes previously approved by the FAA, EASA or other regulatory authorities. This allows shortening the long and complex
approval process, streamlining the design and certification process and reducing costs. |
| • |
Leveraging operational efficiencies to achieve shorter delivery times and reduce costs. |
| • |
Investing in new technologies and manufacturing techniques in the heat transfer solutions product line. |
| • |
Investing in innovations and improvements aimed at enhancing the quality and performance of our existing solutions and services as
well as the development of new products in an effort to strengthen our market position and enter into more advanced platforms. |
28
Engineering
We believe that our engineering capabilities is a strategic core
competency and key competitive advantage, which allows us to effectively compete in the market with companies which, in many cases, have
better name recognition and greater resources than we do. Our strong engineering capabilities enable us to meet our customers’ increasingly
complex demands to deliver high-quality and cost-effective solutions while maintaining efficient development cycles. These capabilities
are based on proprietary technological expertise and know-how developed by highly-experienced multi-disciplinary teams over the years.
We believe that this proprietary knowledge coupled with our innovative and problem-solving approach allows us to provide our customers
with an overall superior solution – in both manufacturing and MRO services – in terms of quality, cost and turnaround time.
Our strong engineering capabilities are a key factor in preserving customer loyalty as well as supporting our efforts to expand our services
to new areas of growth.
TAT Israel's engineering staff has extensive knowledge and experience
in designing heat transfer solutions. In general, TAT Israel has manufacturing capabilities for most heat transfer solutions. TAT Israel
manufactures the necessary tools, fixtures, test equipment and special jigs which are required to manufacture, assemble and test these
products. TAT Israel developed proprietary design and analysis techniques which assist in the mechanical and thermal design of its products.
All of TAT Israel's products are inspected and tested by trained inspectors using highly sophisticated test equipment in accordance with
its customer requirements.
Limco’s engineering department enhances its ability to provide
its customers with high-end top-quality MRO services, supports the development of MRO services for new products with commercial potential
and supports its OEM activity. Limco’s engineering department employs certified mechanical and aerospace engineers. Limco’s
multi-disciplinary team of engineers specializes in, among others, heat transfer solutions and components and supports all processes of
thermal and structural analysis, mechanical and metallurgical research and development for manufacturing design. Limco’s engineers
have direct experience with aerospace component repair and with obtaining supplemental type certificates from the FAA. Limco’s engineering
department supports the development of new repairs capabilities that extend beyond the limits of the component maintenance manual and
utilizes DER to obtain the necessary FAA approvals.
Piedmont’s engineering department employs experienced mechanical
and aerospace engineers with repair station and manufacturing experience in both engineering and quality. Piedmont also has an FAA-certified
DER on staff with delegations in Power plant (APUs) Mechanical Systems and with special delegation to manage and approve repair
specifications. In addition to developing quality major repairs, Piedmont’s engineers have experience in obtaining supplemental
type certificates and parts manufacturer approvals while working directly with the FAA Aircraft Certification Office.
Turbochrome’s engineering department enhances its ability
to provide its customers with high-end top-quality MRO services. Turbochrome’s engineering department employs several certified
mechanical and metallurgical engineers. Turbochrome’s multi-disciplinary team of engineers specializes in, among other things, turbine
components and supports all processes of thermal and structural analysis and mechanical and metallurgical research and development. Turbochrome’s
engineers have substantial experience with aerospace component repair and with obtaining DER and DOA certificates from the FAA and EASA.
Research and Development
The technological developments in TAT’s markets drive the
need to constantly examine the use of new materials and technologies in an effort to improve both the physical characteristics of the
products (size, weight), as well as their performance (optimal heat transfer, higher reliability and increased lifespan). TAT also develops
new products and enhanced functionalities for its existing products based on customer demands and in response to the competitive environment
and market potential. TAT invests resources to attain such technological and product improvements in cooperation with its customers.
29
Source and Availability of Raw Materials and Spare Parts
TAT and its subsidiaries acquire most of the components for the
manufacture of their products and provision of their services from a limited number of suppliers and subcontractors, the majority located
in Israel and the United States. Some of these suppliers are currently the sole source of one or more components upon which TAT and its
subsidiaries are dependent. Since many of TAT's and its subsidiaries’ purchases require long lead times, a delay in the supply of
an item can significantly delay the delivery of a product. Generally, TAT and its subsidiaries have not experienced significant difficulty
in obtaining timely deliveries of necessary components; however, if they are unable to obtain these components when needed, they would
experience delays in manufacturing their products and their financial results could be adversely affected.
The raw materials used in manufacturing programs are generally
readily available metals and alloys. TAT and its subsidiaries have not had any significant difficulty in obtaining such materials in the
past.
TAT and its subsidiaries select their suppliers primarily based
on their ability to ensure that their parts are serviceable and traceable to OEM-approved sources, their delivery performance and their
ability to help reduce the total cost of procuring those parts. For quality control, cost and efficiency reasons, TAT and its subsidiaries
generally purchase supplies only from vendors with who they have ongoing relationships or who their customers have previously approved.
Authorizations from OEMs often require that TAT purchase component
parts that are needed for its MRO services from the OEM or its designated distributors.
Wherever possible, TAT and its subsidiaries have made and continue
to make an effort to qualify second sources or have identified alternate sources for many of their parts needs.
Israeli Export Policy
Exports of military related products are subject to the military
export policy of the State of Israel. Currently the Israeli government encourages exports to approved customers, provided that such exports
do not run counter to Israeli policy or national security considerations. TAT Israel must obtain a permit prior to initiating a sales
proposal and ultimately an export license for the transaction is required. Israeli law also regulates the export of “dual use”
items (items that are typically sold for civilian uses or purposes but that may also have military purposes).
While we have been successful in obtaining export permits in the
past, we may not be able to obtain the necessary export permits or licenses in the future. In addition, governmental policy with respect
to military exports (or dual use items) may be altered.
30
U.S. Export Regulations
Export of defense products, military technical data and technical
services by our U.S. subsidiaries to Israel and other countries is subject to applicable approvals by the U.S. government under the U.S.
International Traffic in Arms Regulations (“ITAR”). Such approvals are typically in the form of an export license or a technical
assistance agreement (“TAA”). Other U.S. companies wishing to export defense products or military-related services and technology
to our Israeli and other non-U.S. entities are also required to obtain such export licenses and TAAs. An application for an export license
or a TAA requires disclosure of the intended end user and the use of the technology. Pursuant to recent export control reform initiatives
in the United States, a greater part of our U.S. subsidiaries’ and our U.S. suppliers' activities are becoming subject to control
under the Export Administration Act "dual use" regulations. The U.S. government may deny an export authorization if it determines that
a transaction is counter to U.S. policy or national security.
Proprietary Rights
At the present time, TAT and its subsidiaries do not own any patents.
TAT and its subsidiaries rely on laws protecting trade secrets, and consider such items proprietary; however, we believe that our success
depends less on the ownership of such proprietary rights than on our innovative skills, technical competences, marketing and engineering
abilities. TAT and its subsidiaries have no material registered trademarks.
B. Government
Regulations
Aerospace and Safety Regulations
The commercial aerospace industry is highly regulated by the FAA
in the United States, EASA in Europe, and other governmental authorities elsewhere in the world, while the military aerospace industry
is governed by military quality specifications established by the U.S. Department of Defense for the manufacturing and repair industries
and ISO-9000. TAT is required to be certified by one or more of these entities and, in some cases, by individual OEMs. TAT must also satisfy
the requirements of its customers, including OEMs and airlines that are subject to FAA regulations and to evolving industry standards,
and provide these customers with products that comply with the government regulations applicable to commercial flight operations. TAT
believes it currently satisfies or exceeds these FAA maintenance standards in its repair and overhaul activities. Our active or operating
repair stations in Israel and the United States are approved by the FAA (while TAT-Engineering, our joint venture in Russia, is currently
pursuing such certification or is currently in process of pursuing such certification). TAT also believes it currently satisfies all industry
standards in its facilities.
TAT’s operations are also subject to a variety of worker
and community safety laws including the Occupational Safety and Health Act of 1970, known as OSHA, which mandates general requirements
for safe workplaces for all U.S. employees. In addition, OSHA provides special procedures and measures for the handling of certain hazardous
and toxic substances. TAT believes that its operations are in compliance with OSHA’s requirements.
TAT believes that it is in material compliance with U.S., European
and other governmental regulations affecting the aerospace and defense industries.
Israeli Regulations
TAT’s operations in Israel are subject to supervision by
the Israeli Ministry of Defense and Civil Aviation Administration of Israel. TAT Israel is certified by the IAF and the Israeli Ministry
of Defense for both manufacturing and maintenance. TAT Israel is also licensed as a repair station for certain components by the Civil
Aviation Administration of Israel. In addition, TAT Israel export of certain products and/or know-how is subject to approval by the Defense
Export Controls Agency (“DECA”) of the Israeli Ministry of Defense. DECA permits are required prior to submitting sales proposals
with regard to such exports, as well as for the actual export of such products.
31
Environmental Matters
TAT’s operations are subject to a number of stringent federal,
state and local environmental laws in the United States and Israel, as well as to regulation set or promulgated by government agencies,
including the U.S. Environmental Protection Agency. Among other matters, these regulatory authorities impose requirements that regulate
the emission, discharge, generation, management, transportation and disposal of pollutants and hazardous substances. These authorities
may require TAT to initiate actions to remediate the effects of hazardous substances which may be or have been released into the environment
and require TAT to obtain and maintain permits in connection with TAT’s operations. This extensive regulatory framework imposes
significant compliance burdens and risks. During the years 2020-2021, the Israeli Water Authority requested that TAT perform sampling
of certain groundwater wells in TAT’s facility in Gedera. During March 2022 TAT has terminated its lease agreement in Gedera facility
and has no further requests from the water authority.
Although TAT seeks to maintain its operations and facilities in
compliance with applicable environmental laws, there can be no assurance that TAT has no violations, or that change in such laws, regulations
or interpretations of such laws, will not require TAT to make significant additional expenditures to ensure compliance in the future.
C. Property,
Plants and Equipment
During 2022 TAT completed the strategic plan announced in March
2021, which includes transferring TAT’s activity from the leased facility in Gedera to a facility in Tulsa, Oklahoma (see information
regarding such facility below) and to a facility in Kiryat Gat, Israel which is leased by our wholly owned subsidiary Turbochrome. The
facility in Kiryat Gat is approximately 138,000 square feet, and the land on which the facility is located is leased from the ILA. The
leasehold rights are for a period ending in 2045 and are recorded in Turbochrome's name. Turbochrome paid the entire lease payments due
until 2045 in a one-time payment (discounted to present value).
Limco owns and operates a 55,000 square feet manufacturing plant
in Tulsa, Oklahoma which has historically supported all its business, including its aftermarket heat transfer component repair station.
This facility also has housed Limco’s administration, engineering, quality control and support services.
Limco also leases building #2, building #3, building #4, building
#5, and building #6. Building #2 lease is effective from June 1, 2017 to November 30, 2026. The lessee or lessor may terminate the
lease by giving lessee or lessor six months advance written notice. The rent for building #2 is $4,000 per month plus the annual
percentage increase in the CPI-W. Building #3 lease expired on January 31, 2014, however, the lease has renewed automatically from year
to year since that date. Either party has the right to cancel the lease with 30 days’ advance notice prior to the annual expiration
of the term. The rent for building #3 is $1,505 per month plus the annual percentage increase in the CPI-W. Building #4 lease
is effective from April 1, 2017 to March 31, 2029. The lessee or lessor may terminate the lease by giving the lessee or lessor 6 months
advance written notice. The rent for building #4 is $3,200 per month plus the annual percentage increase in the CPI-W. The
lease on building #5 expires on March 31, 2025. The lessee or lessor may terminate the lease by giving the lessee or lessor 6 months
advance written notice. The rent for building #5 is $4,100 per month plus the annual percentage increase in the CPI-W. The
lease on building #6 expires on March 31, 2032. The lessee or lessor may terminate the lease by giving the lessee or lessor 6 months
advance written notice. The rent for building #6 is $9,364 per month plus the annual percentage increase in the CPI-W.
In 2022, 2021 and 2020, the rental expense for this property
was $271, $158 and $149 thousand, respectively, for each one of these years.
In the second half of 2015, Piedmont leased approximately 82,000
square feet in Greensboro, North Carolina, for its new landing gear component and overhaul repair station as well as the MPG operation.
The lease expires on June 30, 2025. In 2022, 2021 and 2020 the rental expense was $357 thousand, respectively, for each one of these years.
In addition, Piedmont leases approximately 56,000 square feet space for its facility in Kernersville, North Carolina to support its APU
component and overhaul repair station. During 2018, Piedmont vacated the first floor of the facility while continuing to lease the second-floor
space, approximately 28,000 square feet. In 2022, 2021 and 2020, the rental expense for this property was $48 thousand for
each year respectively. The lease expired on October 31, 2016 and is now extended until May 2025.
32
Item 4A. Unresolved
Staff Comments
Not applicable.
Item 5.
Operating and Financial Review and Prospects Operating Results
The following discussion of our results of operations should be
read together with our consolidated financial statements and the related notes, which appear elsewhere in this annual report. The
following discussion contains forward-looking statements that reflect our current plans, estimates and beliefs and involve risks and uncertainties.
Our actual results may differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute
to such differences include those discussed below and elsewhere in this annual report.
Overview
TAT is reliant on the robustness of the commercial and military
aerospace and ground defense industries. Any downturn in these industries could weaken demand for its solutions and services and negatively
impact its financial results. The commercial airline industry is cyclical and has historically been subject to fluctuations due to general
economic and political conditions, such as fuel and labor costs, price competition, downturns in the global economy and national and international
events.
TAT’s cost of revenues for OEM operations and MRO services
consists of component and material costs, direct labor costs, quality assurance costs, shipping expenses, royalties, overhead related
to manufacturing and depreciation of manufacturing equipment. TAT’s gross margin is affected by the proportion of its revenues generated
from each of its operational segments.
The principal factors that affect the operating income of TAT’s
four segments, in addition to their gross profit, is the expenditure on selling and marketing expenses and general and administrative
expenses. While TAT closely monitors its operating expenses to prevent unnecessary spending, we believe that these operating expenses
may increase in the future in accordance with our plans to grow the business.
TAT’s research and development expenses are related to new
products and technologies or significant improvement of existing products and technologies.
TAT’s selling and marketing expenses are related to commission
payments, compensation and related expenses of TAT’s sales teams, participation in trade shows, travel expenses, advertising expenses
and related costs for facilities and equipment.
TAT’s general and administrative expenses are related to
compensation and related expenses for executive, finance and administrative personnel, professional fees such as legal, audit, SOX, internal
audit, insurance premiums and general corporate expenses and related costs for facilities and equipment.
Sources of Revenues
TAT, directly and through its subsidiaries, provides a variety
of solutions and services to the commercial and military aerospace and ground defense industries, including:
| (i) |
OEM of heat transfer solutions and aviation components, such as heat exchangers, pre-coolers and oil/fuel hydraulic coolers (through
TAT Israel); |
| (ii) |
MRO services for heat transfer components and OEM of heat transfer solutions (through our Limco subsidiary); |
| (iii) |
MRO services for aviation components (through our Piedmont subsidiary); and |
| (iv) |
Overhaul and coating of jet engine components (through our Turbochrome subsidiary). |
33
TAT’s
revenues from its four operational segments for the three years ended December 31, 2022 were as follows:
|
|
Year Ended December 31, |
|||||||||||||||||||||||
|
|
2022 |
2021 |
2020 |
|||||||||||||||||||||
|
|
Revenues in Thousands |
% of Total Revenues |
Revenues in Thousands |
% of Total Revenues |
Revenues in Thousands |
% of Total Revenues |
||||||||||||||||||
|
Revenues |
||||||||||||||||||||||||
|
OEM of heat transfer solutions and aviation accessories
|
21,844 |
25.8 |
% |
25,977 |
33.3 |
% |
23,125 |
30.6 |
% | |||||||||||||||
|
MRO services for heat transfer components and OEM of heat transfer
solutions |
24,796 |
29.3 |
% |
18,846 |
24.2 |
% |
20,640 |
27.4 |
% | |||||||||||||||
|
MRO services for aviation components |
35,879 |
42.4 |
% |
33,232 |
42.6 |
% |
31,189 |
41.4 |
% | |||||||||||||||
|
Overhaul and coating of jet engine components |
5,770 |
6.8 |
% |
3,834 |
4.9 |
% |
3,546 |
4.7 |
% | |||||||||||||||
|
Eliminations |
(3,733 |
) |
(4.3 |
)% |
(3,916 |
) |
(5 |
)% |
(3,141 |
) |
(4.1 |
)% | ||||||||||||
|
Total Revenues |
$ |
84,556 |
100 |
% |
$ |
77,973 |
100 |
% |
$ |
75,359 |
100 |
% | ||||||||||||
The following table reflects the geographic breakdown of TAT’s
revenues for each of the three years ended December 31, 2022:
|
|
Years Ended December 31, |
|||||||||||||||||||||||
|
|
2022 |
2021 |
2020 |
|||||||||||||||||||||
|
|
Revenues in Thousands |
% of Total Revenues |
Revenues in Thousands |
% of Total Revenues |
Revenues in Thousands |
% of Total Revenues |
||||||||||||||||||
|
United States |
$ |
56,570 |
66.9 |
% |
$ |
47,947 |
61.5 |
% |
$ |
47,095 |
62.5 |
% | ||||||||||||
|
Israel |
7,162 |
8.5 |
% |
7,745 |
9.9 |
% |
6,851 |
9.1 |
% | |||||||||||||||
|
Other |
20,824 |
24.6 |
% |
22,281 |
28.6 |
% |
21,413 |
28.4 |
% | |||||||||||||||
|
Total |
$ |
84,556 |
100.0 |
% |
$ |
77,973 |
100.0 |
% |
$ |
75,359 |
100.0 |
% | ||||||||||||
Costs and Expenses
Cost of revenues.
TAT’s cost of revenues for OEM operations and MRO services consists of component and material costs, direct labor costs, quality
assurance costs, royalties, shipping expenses, overhead related to manufacturing and depreciation of manufacturing equipment.
TAT’s gross margin was affected by the proportion of TAT’s
revenues generated from OEM operations and MRO services in each of the reported years.
Research and
development expenses, net. Research and development expenses, net are related to new products and technologies or to a significant
improvement of products and technologies, net of grants and participations received.
Selling and
marketing expenses. Selling and marketing expenses consist primarily of commission payments, compensation and related expenses
of TAT’s sales teams, participation in trade shows, travel expenses, advertising expenses and related costs for facilities and equipment.
General and
administrative expenses. General and administrative expenses consist of compensation and related expenses for executive, finance
and administrative personnel, professional fees such as legal, audit, SOX, internal audit, other general corporate expenses and related
costs for facilities and equipment.
Other income
(expense). Other income (expense) results from capital gain on sale of property and equipment and onetime expenses.
Financial income
(expense), net. Financial income (expense), net consists of exchange rate and interest income or expense. Interest income or expense
relates to the interest received from or paid to banks and changes in the rate of the NIS or other currencies against the U.S. dollar.
Tax expense
(income). Tax expense consists of Israeli and U.S. federal and state taxes on the income of TAT’s business and changes in
deferred tax assets or liabilities.
34
Critical Accounting Policies and Estimates
TAT’s consolidated financial statements are prepared in accordance
with U.S. GAAP. These accounting principles require management to make certain estimates, judgments and assumptions based upon information
available at the time that they are made, historical experience and various other factors that are believed to be reasonable under the
circumstances. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of
the financial statements, as well as the reported amounts of revenues and expenses during the periods presented. While all the accounting
policies impact the financial statements, certain policies may be viewed to be critical. These policies are those that are both most important
to the portrayal of TAT’s financial condition and results of operations and require management’s most difficult, subjective
and complex judgments and estimates. Actual results could differ from those estimates.
In many cases, the accounting treatment of a particular transaction
is specifically dictated by U.S. GAAP and does not require management’s judgment in its application. There are also areas in which
management’s judgment in selecting among available alternatives would not produce a materially different result. Management has
reviewed these critical accounting policies and related disclosures with TAT’s audit committee.
TAT’s management believes the significant accounting policies
which affect management’s more significant judgments and estimates used in the preparation of TAT’s consolidated financial
statements and which are the most critical to aid in fully understanding and evaluating the reported financial results include the following:
| • |
Inventory valuation |
| • |
Income taxes |
| • |
Allowance for current expected credit losses (CECL) |
Inventory valuation
Inventories are stated at the lower of cost and net realizable
value. Cost of raw material and parts is determined using the moving average basis. Cost of work in progress and finished products is
calculated based on actual costs and the capitalized production costs, mainly labor and overhead and is determined based on the average
basis. TAT’s policy for valuation of inventory and commitments to purchase inventory, including the determination of obsolete or
excess inventory, requires it to perform a detailed assessment of inventory at each balance sheet date which includes a review of, among
other factors, an estimate of future demand for products within specific time frames, valuation of existing inventory, as well as product
lifecycle and product development plans. The business environment in which TAT operates, the wide range of products that TAT offers and
the relatively short sales cycles TAT experiences, all contribute to the exercise of judgment relating to maintaining and writing-off
of inventory levels. The estimates of future demand that TAT uses in the valuation of inventory are the basis for its revenue forecast,
which is also consistent with its short-term manufacturing plan. Inventory reserves are also provided to cover risks arising from slow-moving
items. Inventory management remains an area of management focus as TAT balances the need to maintain strategic inventory levels to ensure
competitive lead times against the risk of inventory obsolescence due to changing technology and customer requirements. TAT writes down
obsolete or slow-moving inventory in an amount equal to the difference between the cost of inventory and the net realizable value based
upon assumptions about future demand, market conditions and sale forecasts.
If actual market conditions are less favorable than TAT anticipates, additional inventory
write-downs may be required.
35
Income Taxes
TAT operates within multiple tax jurisdictions and is subject to
audits in these jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve. In management’s
opinion, adequate provisions for income taxes have been made for all years. Although management believes that its estimates are reasonable,
no assurance can be given that the final tax outcome of these issues will not be different than those reflected in its historical income
tax provisions.
TAT uses the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax
bases of assets and liabilities and net operating loss and credit carry forwards using enacted tax rates in effect for the year in which
the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some portion
of the deferred tax assets will not be realized. To the extent that TAT’s decisions and assumptions and historical reporting are
determined not to be compliant with applicable tax laws, TAT may be subject to adjustments in its reported income for tax purposes as
well as interest and penalties.
According to an acceptable interpretation that prescribes a minimum
recognition threshold a tax position is required to meet before being recognized in the financial statements. The interpretation also
provides guidance on de-recognition of tax positions, classification on the balance sheet, interest and penalties, accounting in interim
periods, disclosure and transition. In addition, the interpretation requires significant judgment with respect to determining what constitutes
an individual tax position as well as assessing the outcome of each tax position. Changes in judgment as to recognition or measurement
of tax positions can materially affect the estimate of the effective tax rate and consequently, affect our operating results.
Losses generated prior to January 1, 2018 will still be subject to the 20-year carryforward
limitation. Other potential impacts due to the Act include the repeal of the domestic manufacturing deduction, modification of taxation
of controlled foreign corporations, a base erosion anti-abuse tax, modification of interest expense limitation rules, modification of
limitation on deductibility of excessive executive compensation, and taxation of global intangible low-taxed income.
Allowances for Current Expected Credit Losses
TAT performs ongoing credit evaluations of its customers’
financial condition and requires collateral as deemed necessary. Accounts receivable have been reduced by an allowance for current expected
losses. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make
required payments. In judging the adequacy of the allowance for doubtful accounts, TAT considers multiple factors including the aging
of receivables, historical bad debt experience and the general economic environment. Management applies considerable judgment in assessing
the realization of receivables, including assessing the probability of collection and the current credit worthiness of each customer.
If the financial condition of TAT’s customers were to deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.
Key Indicators
TAT’s management evaluates its performance by focusing on
key performance indicators, which are revenues, sources of revenues, gross profit and operating income. These key performance indicators
are primarily affected by the competitive landscape in which TAT operates and its ability to meet the challenges posed.
36
The following table presents, for the periods indicated, information
concerning TAT’s results of operations:
|
|
Year Ended December 31 |
|||||||||||
|
|
2022 |
2021 |
2020 |
|||||||||
|
|
(in thousands) |
|||||||||||
|
Revenues |
||||||||||||
|
OEM of heat transfer solutions and aviation accessories |
$ |
21,844 |
25,977 |
23,125 |
||||||||
|
MRO services for heat transfer components and OEM of heat transfer solutions
|
24,796 |
18,846 |
20,640 |
|||||||||
|
MRO services for aviation components |
35,879 |
33,232 |
31,189 |
|||||||||
|
Overhaul and coating of jet engine components |
5,770 |
3,834 |
3,546 |
|||||||||
|
Eliminations |
(3,733 |
) |
(3,916 |
) |
(3,141 |
) | ||||||
|
Total revenues |
84,556 |
77,973 |
75,359 |
|||||||||
|
Cost of revenues |
||||||||||||
|
OEM of heat transfer solutions and aviation accessories |
18,778 |
24,044 |
21,703 |
|||||||||
|
MRO services for heat transfer components and OEM of heat transfer solutions
|
20,750 |
16,922 |
17,885 |
|||||||||
|
MRO services for aviation components |
28,890 |
26,444 |
26,961 |
|||||||||
|
Overhaul and coating of jet engine components |
3,495 |
2,978 |
3,312 |
|||||||||
|
Eliminations |
(3,285 |
) |
(3,685 |
) |
(2,937 |
) | ||||||
|
Total cost of revenues |
68,628 |
66,703 |
66,924 |
|||||||||
|
Gross profit |
15,928 |
11,270 |
8,435 |
|||||||||
|
Research and development costs, net |
479 |
517 |
185 |
|||||||||
|
Selling and marketing |
5,629 |
5,147 |
4,369 |
|||||||||
|
General and administrative |
9,970 |
8,354 |
7,612 |
|||||||||
|
Other expenses (income) |
(90 |
) |
(468 |
) |
315 |
|||||||
|
Restructuring expenses, net |
1,715 |
1,755 |
- |
|||||||||
|
Operating income (loss) |
(1,775 |
) |
(4,035 |
) |
(4,046 |
) | ||||||
|
Financial income (expense), net |
127 |
(540 |
) |
(770 |
) | |||||||
|
Income (loss) before taxes on income (tax benefit) |
(1,648 |
) |
(4,575 |
) |
(4,816 |
) | ||||||
|
Taxes on income (tax benefit) |
98 |
(662 |
) |
(1,517 |
) | |||||||
|
income (loss) before equity investment |
(1,746 |
) |
(3,913 |
) |
(3,299 |
) | ||||||
|
Share in results of affiliated company and impairment of share in
affiliated companies |
184 |
(76 |
) |
(185 |
) | |||||||
|
Net income (loss) from continued operation |
$ |
(1,562 |
) |
$ |
(3,989 |
) |
$ |
(3,484 |
) | |||
|
Net income (loss) from discontinued operation |
- |
427 |
(1,845 |
) | ||||||||
|
Net income (loss) |
$ |
(1,562 |
) |
$ |
(3,562 |
) |
$ |
(5,329 |
) | |||
37
The following table presents, for the periods indicated, information concerning TAT’s
results of operations as a percentage of revenues:
|
|
Year Ended December 31, |
|||||||||||
|
|
2022 |
2021 |
2020 |
|||||||||
|
Revenues |
||||||||||||
|
OEM of heat transfer solutions and aviation components |
25.8 |
% |
33.3 |
% |
30.6 |
% | ||||||
|
MRO services for heat transfer components and OEM of heat transfer solutions
|
29.3 |
24.2 |
27.4 |
|||||||||
|
MRO services for aviation components |
42.4 |
42.6 |
41.4 |
|||||||||
|
Overhaul and coating of jet engine components |
6.8 |
4.9 |
4.7 |
|||||||||
|
Eliminations |
(4.4 |
) |
(5 |
) |
(4.1 |
) | ||||||
|
Total revenues |
100 |
100 |
100 |
|||||||||
|
Cost of revenues |
||||||||||||
|
OEM of heat transfer solutions and aviation components |
22.2 |
30.8 |
28.8 |
|||||||||
|
MRO services for heat transfer components and OEM of heat transfer solutions
|
24.5 |
21.7 |
23.7 |
|||||||||
|
MRO services for aviation components |
34.2 |
33.9 |
35.7 |
|||||||||
|
Overhaul and coating of jet engine components |
4.1 |
3.8 |
4.4 |
|||||||||
|
Eliminations |
(3.9 |
) |
(4.7 |
) |
(3.8 |
) | ||||||
|
Cost of revenues |
81.2 |
85.5 |
88.8 |
|||||||||
|
Gross profit |
18.8 |
14.5 |
11.2 |
|||||||||
|
Research and development costs, net |
0.6 |
0.7 |
0.2 |
|||||||||
|
Selling and marketing |
6.7 |
6.6 |
5.9 |
|||||||||
|
General and administrative |
11.8 |
10.7 |
10.1 |
|||||||||
|
Other expenses (income) |
(0.1 |
) |
(0.6 |
) |
0.4 |
|||||||
|
Restructuring expenses, net |
2 |
2.2 |
||||||||||
|
21 |
19.6 |
16.6 |
||||||||||
|
Operating income (loss) |
(2.1 |
) |
(5.1 |
) |
(5.4 |
) | ||||||
|
Financial income (expense), net |
0.2 |
(0.7 |
) |
(1 |
) | |||||||
|
Income (loss) before taxes on income (tax benefit) |
(1.9 |
) |
(5.8 |
) |
(6.4 |
) | ||||||
|
Taxes on income (tax benefit) |
0.1 |
(0.8 |
) |
(2 |
) | |||||||
|
income (loss) before equity investment |
(2.1 |
) |
(5 |
) |
(4.4 |
) | ||||||
|
Share in results of affiliated company and impairment of share in
affiliated companies |
0.2 |
(0.1 |
) |
(0.2 |
) | |||||||
|
Net income (loss) from continued operation |
(1.8 |
) |
(5.1 |
) |
(4.6 |
) | ||||||
|
Net income (loss) from discontinued operation |
- |
0.5 |
(2.5 |
) | ||||||||
|
Net income (loss) |
(1.8 |
)% |
(4.6 |
)% |
(7.1 |
)% | ||||||
________________________
* Less than 0.1 percent
38
Year ended December 31, 2022 compared with
Year ended December 31, 2021
In
2022 the effects of COVID-19 pandemic have moderated, and demand for TAT’s products and services improved compared to the severe
impacts of the pandemic on the company's results of operations in 2021 and 2020.
Revenues. Total revenues were $84.5 million for the twelve months ended December 31, 2022, compared to $77.9 million for the
twelve months ended December 31, 2021, an increase of 8.4%. This reflects (i) the decrease in revenues in the OEM of heat transfer solutions
and aviation accessories segment; (ii) the increase in revenues in the MRO services for heat transfer components and OEM of heat transfer
solutions segment; (iii) the increase in revenues in the MRO services for aviation components segment; and (iv) the increase
in revenue in the overhaul and coating of jet engine components segment.
Revenues from OEM of heat transfer solutions and aviation components. Revenues from this operating segment decreased to $21.8 million
for the year ended December 31, 2022, from $25.9 million for the year ended December 31, 2021, a decrease of 15.8%.
Revenues from MRO services for heat transfer components and OEM of heat transfer solutions. Revenues from the MRO services for
heat transfer components and OEM of heat transfer solutions operating segment increased to $24.8 million for the year ended December 31,
2022, from $18.8 million for the year ended December 31, 2021, an increase of 31.9%.
Revenues from MRO services for aviation components. Revenues from MRO services for aviation components operating segment increased
to $35.9 million for the year ended December 31, 2022, from $33.2 million for the year ended December 31, 2021, an increase of 8.1%.
Revenues from overhaul and coating of jet engine components. Revenues from overhaul and coating of jet engine components segment
increased to $5.8 million for the year ended December 31, 2022, from $3.8 million for the year ended December 31, 2021 an increase of
53%.
Cost of revenues. Cost of revenues was $68.6 million for the twelve months ended December 31, 2022, compared to $66.7 million for the
twelve months ended December 31, 2021, an increase of 2.8%.
Cost of revenues as a percentage of revenues decreased to 81.2% for the twelve months ended December 31, 2022, from 85.5% for the twelve
months ended December 31, 2021. The decrease is primarily due to the increase in prices for the company's products and services, the reduction
in fixed costs as a result of the restructuring plan led by the company's management, and the U.S. Employee Retention Credit (“ERC”)
of $1.2 million.
Cost of revenues for OEM of heat transfer solutions and aviation accessories. Cost of revenues for this operating segment was $18.8
million for the year ended December 31, 2022, compared to $24 million for the year ended December 31, 2021, a decrease of 21.7%.
Cost
of revenues as a percentage of revenues in this segment decreased to 86% in the year ended December 31, 2022, from 92.5% for the year
ended December 31, 2021. The decrease is primarily due to reduction in expenses derived from the company's
restructuring plan (including a reduction in labor cost due lower headcount following the implementation of the restructuring plan, and
savings on lease payments after the transfer of operations from the Gedera facility to Kiryat Gat.
Cost of revenues for MRO services for heat transfer components and OEM of heat transfer solutions. Cost of revenues for the MRO
services for heat transfer components and OEM of heat transfer solutions operating segment increased to 20.8 million for the year ended
December 31, 2022 from $16.9 million for the year ended December 31, 2021, an increase of 23.1%.
Cost
of revenues as a percentage of revenues in this segment increased to 83.6% in the year ended December 31, 2022 from 89.8% for the year
ended December 31, 2021. The increase is primarily due to the transfer of heat exchange cores
manufacturing capabilities to Limco in accordance with the company restructuring plan, which increase the labor cost and raw material
usage as part of the learning curve in the new operational production line. The increase was partially offset with government-supported
employees’ retention credit grant in an amount of $0.4 million that was included in cost of sales.
Cost of revenues for MRO services for aviation components. Cost of revenues for MRO services for aviation components operating
segment increased to $28.9 million for the year ended December 31, 2022 from $26.4 million for the year ended December 31, 2021, an increase
of 9.5%.
39
Cost
of revenues as a percentage of revenues in this segment increased to 80.5% in the year ended December 31, 2022 from 79.6% for the year
ended December 31, 2021. The increase is primarily due to government grants as PPP and ERC (employees’
retention credit) recognized in 2021 in the amount of $2.5 compared to $0.8 million in 2022 that have been included in cost of sales.
Cost of revenues for overhaul and coating of jet engine components. Cost of revenues for the overhaul and coating of jet engine
components segment increased to $3.5M for the year ended December 31, 2022 from $3 million for the year ended December 31, 2021, an increase
of 17.4%.
Cost
of revenues as a percentage of revenues in this segment decreased to 60.6% in the year ended December 31, 2022 from 77.7% in the year
ended December 31, 2021. The decrease is primarily due an increase in revenues and management’s actions in cost reduction.
Research and development, net. Research and development expenses were $0.5 million for the twelve months ended December 31, 2022,
compared to $0.5 million for the twelve months ended December 31, 2021.
Research
and development expenses as a percentage of revenues were 0.6% for the twelve months ended December 31, 2022 compared to 0.6% for the
twelve months ended December 31, 2021.
Selling and marketing. Selling and marketing expenses were $5.6 million for the twelve months ended December 31, 2022, compared
to $5.1 million for the twelve months ended December 31, 2021.
Selling
and marketing expenses as a percentage of revenues were 6.7% for the twelve months ended December 31, 2022, compared to 6.6% for the twelve
months ended December 31, 2021.
General and administrative. General and administrative expenses were $10 million for the twelve months ended December 31, 2022,
compared to $8.3 million for the twelve months ended December 31, 2021, an increase of 19%.
General
and administrative expenses as a percentage of revenues were 11.8% for the twelve months ended December 31, 2022, compared to 10.7% for
the twelve months ended December 31, 2021. The increase is primarily due to increase in headcount and
recruitments cost, travel expenses and auditors’ fees.
Other expenses (income). Other expenses (income) were ($0.1) million for the twelve months ended December 31, 2022, compared to
($0.5) million for the twelve months ended December 31, 2021, a decrease of 80.8%.
Other
income as a percentage of revenues were 0.1% for the twelve months ended December 31, 2022, compared to 0.6% for the twelve months ended
December 31, 2021. The change is mainly derived from the sale of fixed assets.
Restructuring expenses. Restructuring expenses were $1.7 million for the twelve months ended December 31, 2022, compared to $1.8
million for the twelve months ended December 31, 2021.
Restructuring
expenses as a percentage of revenues were 2% for the twelve months ended in December 31, 2022 compared to 2.2% for the twelve months ended
December 31, 2021. Such expenses are due to the company’s restructuring plan that was launched
in 2021 and include an expense on a guarantee in the amount of $0.8 million related to the company’s evacuation of the Gedera facility.
Financial expenses, net. Financial income, net for the twelve months ended December 31, 2022 were $0.1 million, compared to $0.5
million of financial expenses for the twelve months ended December 31, 2021. The decrease was mainly due to exchange rate differences
as a result of a stronger US dollar compared to the Israeli Shekel in 2022 (the Israeli Shekel weakened by 13.2% against the US
dollar in 2022, compared to 2021 in which the Israeli Shekel strengthen by 3.3% against the US dollar). TAT obtained government-guaranteed
and commercial loans in a total amount of $8 million (as of December 31, 2022) which are denominated in Israeli Shekel.
Taxes on income (tax benefit). Taxes on income for the twelve months ended December 31, 2022, amounted to $0.1 million, compared
to $0.7 million tax benefits for the twelve months ended December 31, 2021.
Share in results of equity investment of affiliated companies. Share in results of equity investment of affiliated companies for
the twelve months ended December 31, 2022, amounted to a gain of $0.2 million compared to a loss of less than $0.1 million for the twelve
months ended December 31, 2021.
40
Year ended December 31, 2021 compared with
Year ended December 31, 2020
Please see Item 5 on Form 20-F for the Year ended December 31, 2021 filed on March 14,
2022 for this comparison.
Conditions in Israel
TAT is incorporated under the laws of the State of Israel, and
its principal executive offices and manufacturing and research and development facilities are located in Israel. See “RISK FACTORS”
for a description of governmental, economic, fiscal, monetary or political policies or factors that have materially affected or could
materially affect TAT’s operations.
Trade Relations
Israel is a member of the United Nations, the International Monetary
Fund, the International Bank for Reconstruction and Development and the International Finance Corporation. Israel is a member of the World
Trade Organization and is a signatory to the General Agreement on Tariffs and Trade. In addition, Israel has been granted preferences
under the Generalized System of Preferences from the United States, Australia, Canada and Japan. These preferences allow Israel to export
the products covered by such programs either duty-free or at reduced tariffs.
Israel and the European Union Community, known now as the “European
Union,” concluded a Free Trade Agreement in July 1975 that confers some advantages with respect to Israeli exports to most European
countries and obligates Israel to lower its tariffs with respect to imports from these countries over a number of years. In 1985, Israel
and the United States entered into an agreement to establish a Free Trade Area. The Free Trade Area has eliminated all tariff and some
non-tariff barriers on most trade between the two countries. On January 1, 1993, an agreement between Israel and the European Free Trade
Association, known as the “EFTA,” established a free-trade zone between Israel and the EFTA nations. In November 1995, Israel
entered into a new agreement with the European Union, which includes a redefinition of rules of origin and other improvements, such as
allowing Israel to become a member of the Research and Technology programs of the European Union. In recent years, Israel has established
commercial and trade relations with a number of other nations, including Russia, China, India, Turkey and other nations in Eastern Europe
and the Asia-Pacific region.
Impact of Currency Fluctuation and of Inflation
TAT reports its financial results in dollars and receives payment
primarily in dollars or dollar-linked NIS for all of its sales while it incurs a portion of its expenses, principally salaries and related
personnel expenses in Israel, in NIS. Additionally, certain assets, as well as a portion of its liabilities, are denominated in NIS. Therefore,
the dollar cost of its operations is influenced by the extent to which any inflation in Israel is offset on a lagging basis or is not
offset by the devaluation of the NIS in relation to the U.S. dollar. When the rate of inflation in Israel exceeds the rate of devaluation
of the NIS against the U.S. dollar, the dollar cost of operations in Israel increases. If the dollar cost of operations in Israel increases,
its dollar-measured results of operations will be adversely affected. It is uncertain whether TAT will be materially and adversely affected
in the future if inflation in Israel exceeds the devaluation of the NIS against the dollar or if the timing of the devaluation lags behind
inflation in Israel.
Because exchange rates between the NIS and the dollar fluctuate
continuously, exchange rate fluctuations and especially larger periodic devaluations will have an impact on TAT’s profitability
and period-to-period comparisons of its results. The effects of foreign currency re-measurements are reported in TAT’s consolidated
financial statements in current operations. Although TAT hedges a portion of its exchange rate risk through the use of forward contracts
and other derivative instruments, there is no certainty that future results of operations may not be materially adversely affected by
currency fluctuations.
41
Corporate Tax Rate
Israeli companies are generally subject to corporate tax on their
taxable income (including capital gains). The regular corporate tax rate for Israel was 23% for the year ended December 31, 2020, December
31, 2021 and December 31, 2022.
However, the rate is effectively reduced for income derived from
Approved and Beneficiary Enterprises, as defined by the Law for the Encouragement of Capital Investments, 1959, as amended (the "Investment
Law"). Until December 31, 2010, TAT elected to participate in the alternative package of tax benefits for its current Approved and Beneficiary
Enterprises. Pursuant to such law, the income derived from those enterprises was exempt from Israeli corporate tax for a specified benefit
period (except to the extent that dividends are distributed from tax exempt income generated from the Approved and Beneficiary Enterprises
or during the tax-exemption period other than upon liquidation) and subject to reduced corporate tax rates for an additional period.
Certain amendments to the Investment Law became effective in January
2011 (the “2011 Amendment”). Under the 2011 Amendment, income derived by ‘Preferred Companies’ from ‘Preferred
Enterprises’ (both as defined in the 2011 Amendment) would be subject to a uniform reduced corporate tax rate as opposed to the
incentives that are limited to income from Approved or Beneficiary Enterprises during their benefits period. According to the 2011 Amendment,
the uniform tax rate on such income, referred to as ‘Preferred Income’, would be 10% in areas designated as Israel’s
Development Zone A and 15% elsewhere in Israel during 2011-2012, 7% and 12.5%, respectively, in 2013-2014, and 6% and 12%, respectively,
thereafter. Dividends distributed from taxable income derived from Preferred Income would be subject to a 15% tax (or lower, if so provided
under an applicable tax treaty), which would generally be withheld by the distributing company. While a company may incur additional tax
liability in the event of distribution of dividends from tax exempt income generated from its Approved and Beneficiary Enterprises, no
additional tax liability will be incurred by the company in the event of distribution of dividends from income taxed in accordance with
the 2011 Amendment.
Under the transitional provisions of the 2011 Amendment, TAT elected
to irrevocably implement the 2011 Amendment with respect to its existing Approved and Beneficiary Enterprises while waiving benefits provided
under the legislation prior to the 2011 Amendment.
According to a more recent amendment which was announced in August
2013 and implemented in 2014, dividends paid out of income attributed to a Preferred Enterprise will be subject to a withholding tax rate
of 20% (instead of 15%). In addition, tax rates under the Preferred Enterprise were also raised effective as of January 1, 2014, to 9%
in Zone A and 16% elsewhere (instead of the 6% and 12%, respectively) with respect to Preferred Income as defined in the Investment law.
In 2017, following the approval of the Israeli Budget Law for 2017 and 2018 (the “Budget Law”), the tax rate under a Preferred
Enterprise with respect to Preferred Income as defined in the Investment law, generated in a Development Zone A will drop effective as
of January 1, 2017, to 7.5%, while the tax rate of Preferred Income derived elsewhere in Israel remains 16%.
Certain investment income derived by TAT from investments may not
be regarded by the Israeli tax authorities as income from TAT’s Preferred Enterprise and consequently may be taxed at the regular
statutory rate in Israel.
Certain of TAT’s subsidiaries operate in and are subject
to the tax laws of various other jurisdictions, primarily the United States. TAT’s U.S. subsidiaries are taxed based on federal
and state tax laws. The U.S. federal statutory flat tax rate for tax years 2021 and 2022 is 21%.
Recently Issued Accounting Standards
Recently adopted accounting pronouncements:
1. In December 2019, the FASB issued ASU 2019-12, “Simplifying
the Accounting for Income Taxes. (Topic 740)” ("the Update"). The amendments in this Update simplify the accounting for income taxes
by removing the following exceptions in ASC 740: 1. Exception to the incremental approach for intra-period tax allocation when there is
a loss from continuing operations and income or a gain from other items; 2. Exception to the requirement to recognize a deferred tax liability
for equity method investments when a foreign subsidiary becomes an equity method investment; 3. Exception to the ability not to recognize
a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary;4. Exception to the general
methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year.
In addition, this Update also simplify the accounting for income
taxes in certain topics as follows: 1. Requiring that an entity recognize a franchise tax (or similar tax) that is partially based on
income as an income-based tax and account for any incremental amount incurred as a non-income-based tax; 2. Requiring that an entity evaluate
when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally
recognized and when it should be considered a separate transaction;3. Specifying that an entity can elect (rather than required to) allocate
the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements;4.
Requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in
the interim period that includes the enactment date. See Note 19 in the financial statements.
The amendments in this Update are effective for fiscal years, and
interim periods within those fiscal years, beginning after December 15, 2020. The new standard does not have a material effect on the
Company's financial statements upon adoption.
Accounting pronouncements issued but not yet adopted:
1. In November 2021, the FASB issued ASU 2021-10, Government Assistance
(Topic 832), which increases the transparency of government assistance including disclosure of the type of assistance, an entity’s
accounting for the assistance, and the effect of the assistance on an entity’s financial statements. ASU 2021-10 is effective for
all entities for financial statements issued for annual periods beginning after December 15, 2021. An entity should apply the amendments
either prospectively to all transactions within the scope of the ASU that are reflected in the financial statements at the date of initial
application and that are entered into after that date or retrospectively to those transactions. See Note 6 in the financial statements.
42
Liquidity and Capital Resources
As
of December 31, 2022, TAT had cash and cash equivalents of $8 million compared to $13.2 million as of December 31, 2021, a decrease of
$5.2 million primarily due to investments in machinery, infrastructure, buildings and new manufacturing capabilities in an amount of $
16.1million.
During 2022, TAT increased its loans and lines of credit from commercial banks by
$16.6 million, and repaid loans in the amount of $1.1 million.
During 2022, TAT received a loan from a commercial bank in the
amount of $3.7 million. The loan bears annual interest rate of 6.65% (Prime Rate +0.9%) and is repaid in equal monthly installment
as of April 2022 through March 2029.
During 2022, TAT received loans from a commercial bank in the US
in an aggregate amount of $7.9 million. These loans are secured with a first degree lien on TAT’s US subsidiaries equipment. The
loans bear annual interest of 3.75% and 4.2% and are repaid in equal monthly installments until 2029 and 2031.
In March 2022 TAT received a short-term credit line of $5 million
from a commercial bank in the US. The loan bears an annual fixed interest rate of 2.9% with a maturity date in March 2024.
For more information about the company's loans please refer to Note 10 in the financial
statements.
Capital
expenditures for the years ended December 31, 2022, 2021 and 2020 were approximately $16.1 million, $15.6 million and $5.4 million, respectively.
TAT funded these expenditures mainly from its own cash resources, cash flows from operations and new loans and credit line from banks.
TAT expects that its available cash and cash equivalents and cash flow generated from operations will be sufficient to fund its capital
expenditures.
Management
believes that anticipated cash flow from operations and its current cash balances will be sufficient to meet its cash requirements for
at least 12 months from the financial statement issuance date. TAT’s future capital requirements will depend on many factors, including
its rate of revenue growth, the expansion of its selling and marketing activities, costs associated with expansion into new markets and
the timing of the introduction of new products and services.
Cash Flows
The
following table summarizes TAT’s cash flows for the periods presented:
|
|
Year Ended December 31, |
|||||||||||
|
|
(in thousands) |
|||||||||||
|
|
2022 |
2021 |
2020 |
|||||||||
|
Net cash provided by (used in) operating activities |
$ |
(4,867 |
) |
$ |
(2,269 |
) |
$ |
5,947 |
||||
|
Net cash used in investing activities |
(16,120 |
) |
(15,639 |
) |
(5,407 |
) | ||||||
|
Net cash provided by financing activities |
15,798 |
6,042 |
7,652 |
|||||||||
|
Net cash provided by (used in) discontinued activities |
- |
777 |
153 |
|||||||||
|
Net increase (decrease) in cash and cash equivalents |
(5,189 |
) |
(11,089 |
) |
8,345 |
|||||||
|
Cash and cash equivalents at beginning of the year |
13,215 |
24,304 |
15,959 |
|||||||||
|
Cash and cash equivalents at end of the year |
$ |
8,026 |
$ |
13,215 |
$ |
24,304 |
||||||
43
Net cash used in operating activities for the year ended December
31, 2022, amounted to approximately $4.9 million, compared to net cash used in operating activities of $2.3 million for the year ended
December 31, 2021 and net cash provided by operating activities of $5.9 million for the year ended December 31, 2020.
Net cash used in operating activities for the year ended December
31, 2022 was impacted by the company's restructuring plan costs with an amount of $1.7 million.
Net cash used in operating activities for the year ended December
31, 2022 was principally derived from the following adjustments of non-cash line items: an upward adjustment of $3.7 million for
depreciation and amortization; a upward adjustment of $1.1 million for an increase in trade accounts payable; an upward adjustment of
$2.7 million for accrued expenses. This was offset by a loss of $4 million; a downward adjustment of $5 million for increase in inventory;
a downward adjustment of $2.6 million for increase in trade accounts receivable; and a downward adjustment of $1.5 million for increase
in other current assets and prepaid expenses.
Net cash used in operating activities for the year ended December
31, 2021 was impacted by the company's restructuring plan cost with a total amount of $0.58 million.
Net cash used in operating activities for the year ended December
31, 2021 was principally derived from the following adjustments of non-cash line items: an upward adjustment of $4.8 million for
depreciation and amortization; a upward adjustment of $2.6 million for increase in trade accounts payable; an upward adjustment of $1.8
million for impairment of fixed assets. This was offset by $3.5 million loss; a downward adjustment of $2.9 million for increase in trade
accounts receivable; a downward adjustment of $1.4 million for government loan forgiveness; a downward adjustment of $1.3 million
due to change in lease right of use and lease liability; and a downward adjustment of $1 million for increase in other current assets
and prepaid expenses.
Net cash provided by operating activities for the year ended December
31, 2020 was principally derived from the following adjustments of non-cash line items: an upward adjustment of $4.1 million for
depreciation and amortization; an upward adjustment of $9.5 million for decrease in trade accounts receivable; an upward adjustment of
$1.9 million for decrease in inventory; an upward adjustment of $0.6 million for increase in non-cash finance expenses. This was offset
by $5 million loss; a downward adjustment of $5.3 million for decrease in trade accounts payables; and a downward adjustment of $1.4 million
for decrease in deferred income taxes, net and a downward adjustment of $0.3 million in accrued expenses.
In the year ended December 31, 2022, net cash used by investing
activities was $16.1 million, out of which approximately $10 million was attributed to investment in new machinery and buildings due to
the company's restructuring plan.
In the year ended December 31, 2021, net cash used by investing
activities was $15.6 million, out of which approximately $5.8 million was attributed to investment in machinery and buildings due to the
Company's restructuring plan.
In the year ended December 31, 2020, net cash used by investing
activities was primarily attributable to $3.9 million purchase of property and equipment and $1.5 million purchase of intangible assets.
In the year ended December 31, 2022, net cash provided by financing
activities was primarily attributable to an amount of $16.7 million in commercial loans and lines of credit extended to the company
during 2022. See Note 10 in the company's financial statements.
In the year ended December 31, 2021, net cash provided by financing
activities was primarily attributable to a $3 million short-term line of credit received from a commercial bank and to loans of $3 million
received in connection with a loan guaranteed by Israeli government due to Covid-19 government support.
In the year ended December 31, 2020, net cash provided by financing
activities was primarily attributable to a $3.0 million short term line of credit received from a commercial bank and to loans of $4.6
million received in connection with the PPP loan program from the US SBA and in connection with a loan guaranteed by Israeli government
due to Covid-19 government support.
44
A. Research
and Development, Patents and Licenses
Not
applicable.
B. Trend
Information
In recent years, the aerospace industry in which we operate has
been impacted by the increase in number of commercial and defense aircraft, increase in commercial passenger traffic and a corresponding
increase in airlines’ revenue. The Covid-19 pandemic did, however, result in a slow-down in commercial aviation markets and there
is no assurance that these trends will continue in the future. Commercial carriers remain committed to their efforts to reduce cost of
MRO activities and increase efficiencies.
C.
Off-Balance Sheet Arrangements
We
are not a party to any material off-balance sheet arrangements. In addition, we have no unconsolidated special purpose financing or partnership
entities that are likely to create material contingent obligations.
D.
Tabular Disclosure of Contractual Obligations
The
following table summarizes our minimum contractual obligations and commercial commitments as of December 31, 2022, and the effect we expect
them to have on our liquidity and cash flow in future periods
|
Contractual Obligations |
Payments due by Period
(Amounts in Thousands of US$) |
|||||||||||||||||||
|
Total |
Less than 1 year |
1-3 Years |
3-5 Years |
More than 5 years |
||||||||||||||||
|
Operating lease obligations |
2,474 |
938 |
1,289 |
247 |
- |
|||||||||||||||
|
Purchase commitments |
15,441 |
9,604 |
5,387 |
- |
- |
|||||||||||||||
|
Total |
$ |
17,915 |
$ |
10,542 |
$ |
7,126 |
$ |
247 |
$ |
- |
||||||||||
_________________
In
addition, we have long-term liabilities for severance pay that are calculated pursuant to Israeli severance pay law generally based on
the most recent salary of the employees multiplied by the number of years of employment, as of the balance sheet date. Employees
are entitled to one month’s salary for each year of employment or a portion thereof. As of December 31, 2022, our severance
pay liability, net was $ 368 thousand.
TAT
expects to pay $1,264 thousand in future benefits to their employees during 2023 through 2032 upon their normal retirement age. The amount
was determined based on the employee’s current salary rates and the number of service years that will be accumulated upon the retirement
date. These amounts do not include amounts that might be paid to employees that will cease working for the Israeli company before their
normal retirement age.
TAT also has the following
guarantees as of December 31, 2022:
In
order to secure TAT's liability to the Israeli customs, TAT provided bank guarantees in the amount of $190 thousand. The guarantees are
linked to the consumer price index and will expire from March 2023 through February 2024.
45
Item 6. Directors,
Senior Management and Employees
A. Directors
and Senior Management
Set forth below are the name, age, principal position and a biographical description
of each of our directors and executive officers, as of the date hereof:
|
Name |
Age |
Position |
| ||
|
Amos Malka |
70 |
Chairman of the Board of Directors |
| ||
|
Igal Zamir |
|
57 |
|
Chief Executive Officer and President |
|
|
Ehud Ben - Yair |
59 |
Chief Financial Officer |
|||
|
Liron Topaz |
41 |
General Manager of TAT Israel |
|||
|
Marty Carvellione |
44 |
General Manager of Piedmont |
|||
|
Jason Lewandowski |
48 |
Chief Operational Officer |
|||
|
Gilad Gurevitch |
56 |
General Manager of Limco |
|||
|
Gillon Beck |
61 |
Director |
|||
|
Moti Glick (1)(2)(3)(4) |
|
70 |
|
External Director |
|
|
Ronnie Meninger (1)(3)(4) |
|
66 |
|
Independent Director |
|
|
Aviram Halevi (1)(2)(3)(4) |
65 |
External Director |
(1) “Independent
Director” under the applicable SEC and NASDAQ Marketplace Rules
(2) “External
Director” as required by the Israeli Companies Law
(3)
Member of the audit committee
(4)
Member of the compensation committee
46
Management
Mr. Igal Zamir was appointed TAT’s Chief Executive Officer and President in April 2016. Prior to joining TAT, from 2009
until 2013, Mr. Zamir served as President at Mapco Express, a wholly-owned subsidiary of Delek US Holdings Inc., a NYSE-listed company
which owns and operates 370 convenient stores and gas stations in the southeastern region of the United States. Prior to Mapco Express,
from 2006 until 2009, Mr. Zamir served as CEO of Metrolight, a provider of proprietary energy saving solutions in High Intensity Discharge
(HID) lighting systems. From 1998 until 2004, Mr. Zamir served as CEO of Rostam, a leading provider of private label feminine hygiene
products. Mr. Zamir holds a B.Sc. in Industrial Engineering from Tel Aviv University and an MBA from Bar-Ilan University.
Mr. Ehud Ben-Yair was appointed as TAT's Chief Financial Officer in May 2018. Prior to joining TAT, Mr. Ben- Yair served as
the Chief Financial Officer of SHL Telemedicine, a public company traded on the Swiss stock exchange (SIX- SHLTN) engaging in the field
of digital health. Between 2012-2016, Mr. Ben Yair has served as the Chief Financial Officer of Opgal Optronics, a subsidiary of Elbit
Systems (NASDAQ – ESLT), a company developing and manufacturing thermal imaging cameras for military and civilian aerospace markets.
Prior to that, Mr. Ben- Yair has served for 8 years as the Chief Financial Officer of Orad Hi-Tech Systems, a public company traded on
the AIM and German stock exchange (OHT), a company developing, manufacturing and selling proprietary hardware to TV stations and broadcasters.
Mr. Ben Yair is a Certified Public Accountant and holds a B.A. in Economics and Accounting from the Ben-Gurion University in Israel.
Mr. Jason Lewandowski was appointed as TAT’s COO in December 2022. Mr. Lewandowski
began his professional career as a Surface Warfare Officer in the United States Navy in May of 1997. After 7 years of service on
3 different warships, and US commendations for his role in Operation Enduring Freedom, he left the US Navy and began his career in corporate
America within Honeywell’s Aerospace business. From 2005 to 2017, he led varying leadership roles within Honeywell Aerospace’s
operations and integrated supply chain teams at over 8 different manufacturing locations. In his final position with Honeywell he
was a multi-site Sr. Director of Operations overseeing 2 OEM facilities that manufactured break pads and air foils, and 3 RO facilities
that repaired and tested aircraft engines and APU’s. In 2017 Mr. Lewandowski left Honeywell to help scale operations for North America’s
leading transit producer of purpose-built electric buses and batteries, Proterra Inc. Over the next 5 years he served as GM of Proterra’s
largest electric bus facility, VP of Supply Chain, and VP of Manufacturing, playing an integral role in helping the company become publicly
traded. Mr. Lewandowski holds a Bachelor of Science in Electrical Engineering from Marquette University (1997) and an MBA from Carnegie
Mellon’s Tepper School of Business (2005).
Mr. Liron Topaz has been with TAT since 2017 and prior to his current role as General Manager of TAT Israel, served as TAT’s
Sales and Marketing Executive Vice President. Prior to joining TAT, Mr. Topaz served as Vice President at A.L. GROUP and has managed and
lead the business development and marketing strategy of the entire group including four manufacturing facilities, five trading companies
around the globe and 1500 employees. Mr. Topaz holds a B.A. in Management and Economics from the Open University-Israel, and M.B.A in
Business administration from the Peres Academic Center, Israel.
Mr. Marty Cervellione was appointed General Manager of Piedmont in January 2023. Marty began his career as a Ground Combat Officer
in the United States Marine Corps serving from 2000-2006. In 2006, Marty was hired by Sikorsky Aircraft where he held managerial
roles of increasing responsibility in Materials, Programs, Logistics and Distribution. In 2014, after 8 years with Sikorsky, Marty
transitioned to Honeywell Aerospace where he led all Material Operations for the OEM and Repair and Overhaul Facilities. In January
of 2018 Marty left Honeywell and joined Proterra as the Director of Supply Chain and Materials for the Proterra Transit Business. After
5 years with Proterra, Marty was appointed General Manager of Piedmont in 2023. Marty brings with him over 20 years of operational
and supply chain experience in the Aerospace and Electric Vehicle Industries. Marty holds a Bachelor’s Degree from Fordham
University and a Master’s Degree in Finance from Hofstra University.
Mr. Gilad Gurevitch was appointed General Manager of Limco in May 2022. Mr. Gurevitch brings a wealth of experience and expertise
to the role, having served as Chief Operating Officer of the Wissotzky Group, the largest tea producer in Israel, from 2018 to 2022. Before
Joining Wissotzky, Mr. Gurevitch spent over a decade at Kimberly Clark, where he held several senior positions, including Director of
Supply Chain in Israel, Procurement Director for Middle East, Eastern Europe, and Africa, and Procurement Manager for Israel. Prior to
his tenure at Kimberly Clark, Mr. Gurevitch was serving as Privet label Sales director and as a procurement manager for the Israeli subsidiary
of Wella and held positions in the food business, including owning his own restaurant and Deli. Mr. Gurevitch holds an M.I.E. in Management
from Swinburne University (Australia) and a bachelor's degree in economics from Tel Aviv University (Israel) and is a Certified director
from the Israeli institute of management.
Mr. Lars Hesbjerg was appointed Vice President of Sales in April 2021. Prior joining TAT, Mr. Lars served 18 years with the Donaldson
Company, Inc. in various leadership roles. From 2019 he served as Global Business Unit Director of Aerospace, and between 2016-2019 as
the Global Sales Director of Aerospace and Defense. Between 2011- 2016 he led the Off-Road OEM sales organization as the Sales Director
which included large OEMs such as Caterpillar, Bobcat. Between 2010 and 2011 he was the Director of Sales, Global On-Road OEM. Between
2006 -2011 he was the Sales Director of the Gas Turbine Group of Donaldson Company. Mr. Hesbjerg holds an economics degree from Niels
Brock College, a B.A. degree in International Business and an Executive Management Diploma degree from the University of Minnesota.
47
Directors
Mr. Amos Malka was elected as Chairman of our Board of Directors
in June 2016. Mr. Malka is the founder and chairman of Spire Security
Solutions Ltd., a security, intelligence and cyber security provider. From 2018 Mr. Malka is the Chairman of the Board of Directors of
Aitech Rugged Group Inc. From 2007 until 2015, Mr. Malka served as the chairman and CEO of Logic Industries Ltd. From 2007 until 2010,
he also served as chairman of Plasan Sasa LTD., an armored vehicle manufacturer. From 2005 until 2007, he served as the chairman of Albar,
a leading company in the Israeli automobile sector. From 2002 until 2005, Mr. Malka served as the CEO of Elul Technologies Ltd., Israel's
largest aerospace and defense business development and consulting company.Mr. Malka also serves on the boards of directors of Imagesat
International and Delek Automotive System. Mr. Malka retired from the IDF in 2002 at the rank of Major General, after 31 years
of service. He served as commander of the IDF Ground Forces Command, and later as Head of the Israeli Defense Intelligence, a post he
held until his retirement in 2002. Mr. Malka holds B.A. in History from Tel Aviv University, Israel. He also graduated from the IDF Staff
Command College and its National Defense Academy.
Mr. Gillon Beck joined TAT’s Board of Directors in Novembr 2022, Mr. Beck
has been a Senior Partner at FIMI Opportunity Funds, the controlling shareholder of TAT, as well as a Director of the FIMI Opportunity
Funds’ General Partners and SPV companies. In addition, Mr. Beck currently serves as Chairman of the Board of ImageSat Ltd(TASE),
Emet Computing Ltd. (TASE), Hiper Global TASE), Gal-Shvav Ltd, Bet Shemesh Engines Ltd. (TASE), Inrom Industries Ltd., Senstar Technologies
Ltd. (NASDAQ) Bird Aerosystems Ltd, and is a director of Rafa Laboratories Ltd., Simplivia Ltd., Orbit Technologies Ltd (TASE) , Carmel
Forge Ltd., AITECH Ltd, Stern Engineering Ltd., Utron Ltd. ( TASE) and Unitronics (1989) (RG) Ltd (TASE). During the past
five years, Mr. Beck had served as a member of the Board of Directors of the following public companies: Ham-Let Ltd., Inrom Construction
Ltd. From 1999 to 2003, Mr. Beck served as Chief Executive Officer and President of Arad Ltd. (TASE). Mr. Beck received a Bachelor of
Science degree (Cum Laude) in Industrial Engineering in 1990 from the Technion – Israel Institute of Technology, and a Master of
Business Administration in Finance in 1992 from Bar-Ilan University.
Mr. Moti Glick joined TAT’s Board of Directors as an external director in November 2021. From 1991 until 2021 Mr. Glick served
as the CEO of Overseas Commerce,a public company traded on the Tel Aviv Stock Exchange. Prior to that Mr. Glick was Vice President
of Clal Trading ,a public company as well. Mr.Glick is a CPA(ISR) and holds a B.A. Economics from Bar-Elan University.
Ms. Ronnie Meninger joined TAT's Board of Directors as an independent director in
November 2021. Ms. Meninger bring vast experience in industrial companies, having served as CEO of Chemada fine chemicals Ltd. And Algatechnologies
Ltd. Among other managerial positions in various companies. She also serves on the boards of Kafrit, Albaad and Maytronics. . For the
last 6 years she acts as a business consultant for companies and startups. Mrs. Meninger holds a BSc in Life Sciences and an MBA from
the Hebrew University of Jerusalem.
Mr. Aviram Halevi joined TAT’s
Board of Directors as an external director in November 2013. In
June 2016, Mr. Halevi was re-elected to serve as an external director for another three-year term.
Mr. Halevi is the founder and CEO of Intel System Ltd., a provider of business intelligence services. Prior to that, from 2007 until 2010,
Mr. Halevi served as the CEO of Terrogence Ltd., a producer of intelligence data for commercial markets. Mr. Halevi holds a B.Sc. in Geology
from Queens College, CUNY, and an MBA from Tel Aviv University.
B.
Compensation
The
following table sets forth all compensation TAT paid to all of its directors and executive officers as a group for the year ended December
31, 2022.
|
|
Salaries, fees, Commissions and bonuses (Amounts in Thousands US$) |
Other benefits (Amounts in Thousands US$) |
||||||
|
All directors and executive officers as a group (12 executives) |
$ |
2,397 |
$ |
197 |
||||
During
the year ended December 31, 2022, TAT paid its directors (except for its active chairman of the Board of Directors, Mr. Amos Malka), the
fixed medium amounts permitted by law to an external director (within the meaning of the Israeli Companies Law) which was a per meeting
attendance fee of NIS 1,275 (approximately $365), plus an annual fee of NIS 49,380 (approximately $14,100). Pursuant to its agreement
with Mr. Amos Malka, TAT's active chairman of the Board of Directors, TAT paid Mr. Malka a monthly fee of NIS 50,000 plus VAT. Mr.
Malka had been previously granted options to purchase 50,000 ordinary shares of TAT and is not currently entitled to receive any bonus.
48
The table below sets forth the compensation paid to our five most highly compensated
senior office holders (as defined in the Israeli Companies Law) during or with respect to the year ended December 31, 2022, in the disclosure
format of Regulation 21 of the Israeli Securities Regulations (Periodic and Immediate Reports), 1970. We refer to the five individuals
for whom disclosure is provided herein as our “Covered Executives.”
For purposes of the table and the summary below, and in accordance with the above-mentioned
securities regulations, “compensation” includes base salary, bonuses, equity-based compensation, retirement or termination
payments, benefits and perquisites such as car, phone and social benefits and any undertaking to provide such compensation.
|
Information Regarding Covered Executives (1)
(Amounts in Thousands US$) |
||||||||||||||||||||
|
Name and Principal Position(2)
|
Base Salary |
Benefits and
Perquisites(3) |
Variable Compensation(4)
|
Equity-Based
Compensation(5) |
Total |
|||||||||||||||
|
Igal Zamir, CEO and President |
355 |
86 |
113 |
98 |
652 |
|||||||||||||||
|
Ehud Ben- Yair, CFO |
235 |
56 |
97 |
16 |
404 |
|||||||||||||||
|
Dave Thomas, President of Piedmont |
187 |
52 |
17 |
22 |
278 |
|||||||||||||||
|
Eitan Shabtay, EVP Engineering and Technologies
|
161 |
53 |
41 |
7 |
262 |
|||||||||||||||
|
Liron Topaz, General Manager of TAT Israel
|
150 |
63 |
23 |
17 |
253 |
|||||||||||||||
| (1) |
All amounts reported in the table are in terms of cost to TAT, as recorded in our
financial statements. |
|
(2) |
Cash compensation amounts denominated in currencies other than the U.S. dollar were
converted into U.S. dollars at the average conversion rate for the year ended December 31, 2022. |
|
(3) |
Amounts reported in this column include benefits and perquisites, including those
mandated by applicable law. Such benefits and perquisites may include, to the extent applicable to each executive, payments, contributions
and/or allocations for savings funds, pension, severance, vacation, car or car allowance, medical insurance and benefits, risk insurance
(e.g., life, disability, accident), convalescence pay, payments for social security, tax gross-up payments and other benefits and perquisites
consistent with our guidelines. |
|
(4) |
Amounts reported in this column refer to variable compensation mainly bonus payments according to the company's
incentive plan as recorded in our financial statements for the year ended December 31, 2021 and were paid during 2022 in respect of performance
related to fiscal year 2021 results. |
|
(5) |
Amounts reported in this column represent the expense recorded in our financial statements
for the year ended December 31, 2022 in connection with equity-based compensation granted to the Covered Executive. |
C.
Board Practices
Introduction
According
to the Israeli Companies Law and our articles of association, the management of our business is vested in our board of directors. The
board of directors may exercise all powers and may take all actions that are not specifically granted to another organ in the Company
(including our shareholders). Our executive officers are responsible for our day-to-day management. Our executive officers have individual
responsibilities established by our chief executive officer and board of directors.
49
Election of Directors
Our
articles of association provide for a board of directors consisting of such number of directors as may be determined from time to time
at a general meeting of shareholders, provided that it shall be no less than two or more than eleven. Our board of directors is currently
composed of five directors, including three independent directors, two of whom also qualify as external directors within the meaning of
the Israeli Companies Law.
Pursuant
to our articles of association and in accordance with the Israeli Companies Law, our directors (except for the external directors) are
elected at our annual general meeting of shareholders by a vote of the holders of a majority of the voting power represented and voting
at such meeting; in addition, directors (except for external directors) may be appointed by a vote of a majority of directors then in
office. All our directors (except for external directors) hold office until the annual general meeting of shareholders succeeding their
election (provided that if no directors are elected at the annual general meeting, the directors in office at the time such meeting was
convened shall continue to hold their office) or until their earlier death, resignation, removal or other circumstances as set forth in
the Israeli law. All the members of our board of directors (except for external directors) may be re-elected upon completion of their
term of office.
The
Israeli Companies Law requires the board of directors of a public company to determine a minimum number of directors with ‘‘accounting
and financial expertise’’. Our board of directors determined, accordingly, that at least two directors must have ‘‘accounting
and financial expertise’’ as such term is defined by regulations promulgated under the Israeli Companies Law.
We
are exempt from the requirements of the NASDAQ Marketplace Rules with regard to the nomination process of directors since we are a controlled
company within the meaning of NASDAQ Marketplace Rule 5615(c)(2). See below in this Item 6. “Directors, Senior Management
and Employees - Board Practices - NASDAQ Exemptions for a Controlled Company.”
External and Independent Directors
External Directors. Under the Israeli Companies Law, Israeli companies whose shares have been offered to the public or whose shares
are listed in an authorized stock exchange (accordingly, such shares are considered as held by "the public") are required to appoint at
least two external directors who meet the independence criteria set by the Israeli Companies Law.
A person
is qualified to serve as an external director only if he or she has “accounting and financial expertise” or “professional
qualifications,” as such terms are defined by the Israeli Companies Regulations (Conditions and Criteria for a Director Who Possesses
Accounting Expertise and a Director Who Possesses Professional Competence), 2005. At least one of the external directors must have “accounting
and financial expertise.” Each of our external directors has “accounting and financial expertise.”
External
directors are elected by a majority vote at a shareholders’ meeting. In addition to the majority vote, the shareholder approval
of the election of an external director must satisfy either of two additional tests:
| • |
The majority includes at least a majority of the shares voted by shareholders other than controlling shareholders or shareholders
who have a personal interest in the election of the external directors (excluding a personal interest that is not related to a relationship
with the controlling shareholders); or |
| • |
The total number of shares held by non-controlling shareholders and disinterested shareholders that voted against the election of
the external director does not exceed 2% of the aggregate voting rights of the company. |
In
general, external directors serve for a three-year term and may be re-elected to two additional three-year terms by one of the following
mechanisms: (1) the board of directors proposes the re-election of the nominee and the re-election is approved by the majority required
for appointment of external directors for their initial term; or (2) a shareholder holding 1% or more of the company's voting rights proposes
the re-election of the nominee, and the re-election is approved by a majority of the votes cast by the shareholders of the company, excluding
the votes of controlling shareholders or those who have a personal interest in the nomination, provided that the aggregate votes cast
in favor of the re-election by shareholders who are not controlling shareholders and do not have a personal interest in the nomination
constitute more than 2% of the company's voting rights. Israeli companies listed on certain stock exchanges outside Israel, including
The NASDAQ Global Market, such as our company, may appoint an external director for additional terms of not more than three years subject
to certain conditions. Such conditions include the determination by the audit committee and board of directors, that in view of
the director's professional expertise and special contribution to the company's board of directors and its committees, the appointment
of the external director for an additional term is in the best interest of the company.
50
An
external director may be removed from office at the initiative of the board of directors at a special general meeting of shareholders,
if the board resolves that the statutory requirements for that person’s appointment as external director no longer exist, or that
the external director has violated his or her duty of loyalty to the company. The resolution of the special general meeting of shareholders
regarding the termination of office of an external director requires the same majority that is required for the election of an external
director. The court may order the termination of the office of an external director on the same grounds, following a motion filed by a
director or a shareholder. If an external directorship becomes vacant and as a result there are fewer than two directors who serve as
external directors in the company, the board of directors is required under the Israeli Companies law to convene a shareholder meeting
immediately to appoint a new external director.
Each committee
of the board of directors that is authorized to exercise powers vested in the board of directors must include at least one external director
and the audit committee must include all of the external directors. An external director is entitled to compensation as provided in regulations
adopted under the Israeli Companies Law and is otherwise prohibited from receiving any other compensation, directly or indirectly, in
connection with such service.
Until
the lapse of two years from termination of office, we may not engage an external director or his spouse or child, to serve as an office
holder and cannot employ or receive services from these persons, either directly or indirectly, including through a corporation controlled
by that person; and with regards to a related person (to a such external director) as defined in the Israeli Companies law which is not
a spouse or child – until the lapse of one year from termination of office.
Independent Directors. As a controlled company, within the meaning of NASDAQ Marketplace Rule 5615(c)(2), we are exempt from
the NASDAQ Marketplace Rule which requires that a majority of our board of directors qualify as independent directors, within the meaning
of the NASDAQ Marketplace Rules. See Item 6. “Directors, Senior Management and Employees - Board Practices - NASDAQ Exemptions
for a Controlled Company”.
Audit Committee
Under the Israeli Companies Law, the board of directors of any
public company must establish an audit committee. In general, the audit committee must consist of at least three directors and must include
all of the external directors; furthermore, a majority of the audit committee members must comply with the director independence requirements
prescribed by the Israeli Companies Law. The audit committee may not include (i) the chairman of the board of directors, (ii) any director
employed by the Company or by a controlling shareholder of the company (including a company which is controlled by the controlling shareholder),
(iii) any director providing services to the company or to a controlling shareholder of the company (including to a company which is controlled
by the controlling shareholder) on an ongoing basis, or (iv) a controlling shareholder or any of the controlling shareholder’s relatives.
In addition, the NASDAQ Marketplace Rules require us to establish
an audit committee comprised of at least three members, all of whom must be independent directors, each of whom is financially literate
and satisfies the respective “independence” requirements of the SEC and NASDAQ and one of whom has accounting or related financial
management expertise at senior levels within a company.
Our audit committee acts also as a committee for the review and
the approval of our financial statements, and as such, assists our board of directors in overseeing the accounting and financial reporting
processes of our company and audits of our financial statements, including the integrity of our financial statements, compliance with
legal and regulatory requirements, our independent registered public accountants’ qualifications and independence, the performance
of our internal audit function and independent registered public accountants, finding any defects in the business management of our company
and proposing to our board of directors ways to correct such defects, approving related-party (officers, directors, controlling shareholder,
etc.) transactions with the company as required by Israeli law, examining the scope of work and the payment to our independent auditors
and such other duties as may be directed by our board of directors. The audit committee may consult from time to time with our independent
auditors and internal auditor with respect to matters involving financial reporting and internal accounting controls.
Our audit committee consists of three members of our board of directors
(including two external directors and one independent director) who satisfy the respective “independence” requirements of
the SEC, NASDAQ and Israeli law for audit committee members. Our board of directors has determined that each member of our audit committee
qualifies as an audit committee financial expert, as defined by rules of the SEC. The audit committee meets at least once each quarter.
51
Compensation Committee
Under the Israeli Companies Law, the board of directors of any
public company must establish a compensation committee. The compensation committee must consist of at least three directors, include all
of the external directors (including one external director serving as the chair of the compensation committee), and a majority of the
committee members must comply with the director independence requirements prescribed by the Israeli Companies Law. Similar to the rules
that apply to the audit committee, the compensation committee may not include the chairman of the board, or any director employed by us,
by a controlling shareholder or by any entity controlled by a controlling shareholder, or any director providing services to us, to a
controlling shareholder or to any entity controlled by a controlling shareholder on a regular basis, or any director whose primary income
is dependent on a controlling shareholder, and may not include a controlling shareholder or any of its relatives. Individuals who are
not permitted to be compensation committee members may not participate in the committee’s meetings other than to present a particular
issue; provided, however, that an employee that is not a controlling shareholder or relative may participate in the committee’s
discussions but not in any vote; other than the company’s legal counsel and corporate secretary who may participate in the committee’s
discussions and votes if requested by the committee.
The compensation committee’s duties include recommending
to the board of directors a compensation policy for executives and monitor its implementation, approve compensation terms of executive
officers, directors and employees affiliated with controlling shareholders, make recommendations to the board of directors regarding the
issuance of equity incentive awards under our equity incentive plan and exempt certain compensation arrangements from the requirement
to obtain shareholder approval under the Israeli Companies Law. The compensation committee meets at least twice a year, with further meetings
to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the committee or its chairperson.
Our compensation committee consists of our two external directors
and an independent director under the respective requirements of the SEC and NASDAQ and complies with the Israeli Companies Law criteria
for compensation committee members.
Internal Audit
The Israeli Companies Law requires the board of directors of a
public company to appoint an internal auditor following a recommendation by the audit committee. The role of the internal auditor is to
examine, among other things, the company’s compliance with applicable law and orderly business practice. The internal auditor must
meet certain statutory requirements of independence. Mr. Doron Cohen has served as our internal auditor since December 24, 2008.
Directors’ Service Contracts
There are no arrangements or understandings between us and any
of our subsidiaries, on the one hand, and any of our directors, on the other hand, providing for benefits upon termination of their employment
or service as directors of our company or any of our subsidiaries.
Chairman of the Board
Under the Israeli Companies Law, the general manager of a company
(or a relative of the general manager) may not serve as the chairman of the board of directors, and the chairman of the board of directors
(or a relative of the chairman of the board of directors) may not serve as the general manager, unless approved by the shareholders by
a special majority vote prescribed by the Israeli Companies Law. The shareholder vote cannot authorize the appointment for a period of
longer than three years, which period may be extended from time to time by the shareholders with a similar special majority vote. The
chairman of the board of directors shall not hold any other position with the company (except as general manager if approved in accordance
with the above procedure) or in any entity controlled by the company, other than as chairman of the board of directors of a controlled
entity, and the company shall not delegate to the chairman duties that, directly or indirectly, make him or her subordinate to the general
manager.
Approval of Related Party Transactions under Israeli Law
Fiduciary Duties of Office Holders
The Israeli Companies Law codifies the fiduciary duties that “office
holders,” including directors and executive officers, owe to a company. An office holder’s fiduciary duties consist of a duty
of care and a duty of loyalty. The duty of care requires an office holder to act at a level of care that a reasonable office holder in
the same position would employ under the same circumstances. This includes the duty to utilize reasonable means to obtain (i) information
regarding the business feasibility of a given action brought for his approval or performed by him by virtue of his position and (ii) all
other information of importance pertaining to the foregoing actions. The duty of loyalty requires that an office holder acts in good faith
and for the benefit of the company, including (i) avoiding any conflict of interest between the office holder’s position in the
company and any other position he holds or his personal affairs, (ii) avoiding any competition with the company’s business, (iii)
avoiding exploiting any business opportunity of the company in order to receive personal gain for the office holder or others, and (iv)
disclosing to the company any information or documents relating to the company’s affairs that the office holder has received by
virtue of his position as an office holder.
52
Disclosure of Personal Interests of an Office Holder; Approval
of Transactions with Office Holders
The Israeli Companies Law requires that an office holder promptly,
and no later than the first board meeting at which such transaction is considered, disclose any personal interest that he or she may have
and all related material information known to him or her and any documents in their position, in connection with any existing or proposed
transaction by us. An office holder who did not disclose his or her personal interests will be deemed as breaching his or her fiduciary
duties. In addition, if the transaction is an extraordinary transaction, that is, a transaction other than in the ordinary course of business
or other than in accordance with market terms, or likely to have a material impact on the company’s profitability, assets or liabilities,
the office holder must also disclose any personal interest held by the office holder’s spouse, sibling, parent, grandparent, child
as well as sibling or parent of such person's spouse or the spouse of any of the above, or by any corporation in which the office holder
or his relative (as defined in the Israeli Companies Law) is a 5% or greater shareholder, director or general manager or in which he or
she has the right to appoint at least one director or the general manager.
Under the Israeli Companies Law, in general, all arrangements as
to compensation of office holders who are not directors (other than the Chief Executive Officer) require the approval of the compensation
committee and the board of directors, including exculpation, insurance and indemnification of, or an undertaking to, indemnify an office
holder who is not a director. The compensation of office holders who are directors and compensation of the Chief Executive Officer must
be approved by the compensation committee, board of directors and the general meeting of shareholders.
Some transactions, actions and arrangements involving an office
holder (or a third party in which an office holder has an interest) must be approved by the board of directors or as otherwise provided
for in a company’s articles of association. If the transaction is an extraordinary transaction (which is defined as a transaction
not in the ordinary course of business and for a material value) such a transaction must be approved by the audit committee and by the
board of directors itself, and under certain circumstances shareholder approval may be required. A director who has a personal interest
in a transaction that is considered at a meeting of the board of directors or the audit committee may not be present during the board
of directors or audit committee discussions and may not vote on the transaction, unless the transaction is not an extraordinary transaction
or the majority of the members of the board or the audit committee have a personal interest, as the case may be. In the event the majority
of the members of the board of directors or the audit committee have a personal interest, then the approval of the general meeting of
shareholders is also required.
Disclosure of Personal Interests of a Controlling Shareholder;
Approval of Transactions with Controlling Shareholders
The disclosure requirements that apply to an office holder also
apply to a transaction in which a controlling shareholder of the company has a personal interest. The Israeli Companies Law provides that
an extraordinary transaction with a controlling shareholder or an extraordinary transaction with another person in whom the controlling
shareholder has a personal interest or a transaction with a controlling shareholder or his relative regarding terms of service and employment,
must be approved by the audit committee (or the compensation committee, as the case may be), the board of directors and the shareholders
by a special majority, as follows. The shareholders’ approval must include the majority of shares voted at the meeting. In addition
to the majority vote, the shareholder approval must satisfy either of two additional tests:
| • |
The majority includes at least a majority of the shares voted by shareholders who have no personal interest in the transaction; or
|
| • |
The total number of shares held by disinterested shareholders that voted against the approval of the transaction does not exceed
2% of the aggregate voting rights of our company. |
According to regulations promulgated under the Israeli Companies
Law, certain extraordinary transactions between a public company and its controlling shareholder(s) do not require shareholder approval.
In addition, under such regulations, directors’ compensation and employment arrangements in a public company do not require the
approval of the shareholders if both the audit committee and the board of directors agree that such arrangements are solely for the benefit
of the company or if the directors’ compensation does not exceed the maximum amount of compensation for external directors determined
by applicable regulations. Also, employment and compensation arrangements for an office holder that is a controlling shareholder of a
public company do not require shareholder approval if certain criteria are met. The foregoing exemptions from shareholder approval will
not apply if one or more shareholders holding at least 1% of the issued and outstanding share capital of the company or of the company’s
voting rights, objects to the use of these exemptions provided that such objection is submitted to the company in writing not later than
fourteen days from the date of the filing of a report regarding the adoption of such resolution by the company. If such objection is duly
and timely submitted, then the transaction or compensation arrangement of the directors will require shareholders’ approval as detailed
above.
In addition, a private placement of securities that will (i) cause
a person to become a controlling shareholder or (ii) increase the relative holdings of a shareholder that holds 5% or more of the company’s
outstanding share capital, or (iii) will cause any person to become, as a result of the issuance, a holder of more than 5% of the company’s
outstanding share capital in a private placement in which 20% or more of the company’s outstanding share capital prior to the placement
are offered, the payment for which (in whole or in part) is not in cash or not under market terms, requires approval by the board of directors
and the shareholders of the company.
53
Compensation of Executive Officers and Directors
In accordance with the Israeli Companies Law, we have adopted a
compensation policy for our executive officers and directors. The purpose of the policy is to describe our overall compensation strategy
for our executive officers and directors and to provide guidelines for setting their compensation, as prescribed by the Israeli Companies
Law. In accordance with the Israeli Companies Law, the policy must be reviewed and readopted at least once every three years.
Approval of the compensation committee, the board of directors
and our shareholders, in that order, is required for the adoption of the compensation policy. The shareholders’ approval must include
the majority of shares voted at the meeting. In addition to the majority vote, the shareholder approval must satisfy either of two additional
tests:
| • |
The majority includes at least a majority of the shares voted by shareholders other than our controlling shareholders or shareholders
who have a personal interest in the adoption of the compensation policies; or |
| • |
The total number of shares held by non-controlling shareholders and disinterested shareholders that voted against the adoption of
the compensation policies does not exceed 2% of the aggregate voting rights of our company. |
Under the Israeli Companies Law, the compensation arrangements
for officers (other than the Chief Executive Officer) who are not directors require the approval of the compensation committee and the
board of directors; provided, however, that if the compensation arrangement is not in compliance with our executive compensation policy,
the arrangement may only be approved by the compensation committee and the board of directors for special reasons to be noted, and the
compensation arrangement shall also require a special shareholder approval. If the compensation arrangement is an immaterial amendment
to an existing compensation arrangement of an officer who is not a director and is in compliance with our executive compensation policy,
the approval of the compensation committee is sufficient.
Arrangements regarding the compensation of the Chief Executive
Officer and directors require the approval of the compensation committee, the board of directors and our shareholders, in that order.
In certain limited cases, the compensation of a new Chief Executive Officer who is not a director may be the approved without approval
of the shareholders.
Variable Cash Incentive
The compensation committee and board of directors may adopt, from
time to time, a cash incentive plan, which will set forth for each executive certain targets which form such executives on target cash
payment (the “On Target Cash Plan”) and the rules or formula for calculation of the On Target Cash Plan payment once actual
achievements are known.
The compensation committee and board of directors may include in the On Target Cash Plan predetermined thresholds and caps to correlate
an executive’s On Target Cash Plan payments with actual achievements.
The
actual payment of the annual On Target Cash Plan for the active chairman of the board of directors (the “Active Chairman”),
the CEO and other executives in a given year shall be capped as determined by our board of directors, but in no event shall exceed the
ratio set forth in the table below.
54
The
On Target Cash Plans may be composed based on a mix of (i) the company target; (ii) personal targets (KPIs); and (iii) personal evaluation.
The weight to be assigned to each of the components per each of the executives shall be as set forth in the table below.
|
Active Chairman
|
CEO |
Other Executives
| |
|
Company Target |
100% |
75% - 100% |
50%-100% |
|
Personal KPIs |
NONE |
NONE |
0%-30% |
|
Personal Evaluation |
NONE |
0%-25% |
0%-30% |
The
company target shall be determined in accordance with all or part of pre-determined targets of the sales budget, gross profit, operating
profit, EBITDA, net income and net cash from operating activities, all in accordance with TAT’s annual budget. If a company target
shall apply to a Chief Executive Officer or a President of a subsidiary, such target may be applied up to 100% with respect to the financial
results of the relevant subsidiary, and the remaining cash incentive with respect to the financial results of TAT and its subsidiaries
on a consolidated basis.
The
board of directors may determine to exclude certain profits or loss items from the company target including, but not limited to, certain
expenses related to acquisition of a new company, certain expenses related to distribution of dividend, certain items of revenue or any
other items per the board of directors’ sole discretion.
With
regard to each one of the measurable targets, reference points shall be determined in terms of numerical values, so that compliance with
the precise numerical target as determined in the On Target Cash Plan shall constitute compliance with 100% of the target, and also, numerical
values shall be determined which will constitute the lower threshold for compliance with the target. The actual rate of compliance with
the targets shall be calculated in accordance with the said reference points. Failure to comply with the minimum threshold of at least
75% of a specific target shall not entitle the executive to an On Target Cash Plan payment in respect of the said target. In the event
of compliance at a rate of 75% or more with a specific target, the annual On Target Cash Plan shall be calculated in accordance with a
key (i.e. linear, steps, etc.) which shall determine – in relation to the point of compliance with the target – the amount
of the payment in terms of a percentage of the executive annual base salary, all as shall be set forth in the On Target Cash Plan. In
this respect, the compensation committee and the board of directors shall have the right to determine a higher (but not lower) entitlement
threshold.
The
annual cash incentive shall be paid to the executive in the following manner:
- 80%
of the amount of the On Target Cash Plan payment will be paid following the approval of the financial statements of the relevant year
by the board of directors.
- 20%
of the amount of the On Target Cash Plan payment shall be deferred by one year, and shall be paid following the approval of the financial
statements of such year (“Deferred Bonus”) by the board of directors.
The executive's eligibility to the payment of the Deferred Bonus
shall be subject to the following cumulative conditions: (i) TAT recorded a positive EBITDA for the following year; and (ii) TAT did not
terminate its engagement with the executive for cause.
Indemnification and Insurance of Directors and Officers
Insurance of Office Holders
The Israeli Companies Law provides that a company may, if permitted
by its articles of association, enter into a contract to insure an office holder for acts or omissions performed by the office holder
in such capacity for:
| • |
Breach of his or her duty of care to the company or to another person; |
| • |
Breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause
to assume that his act would not prejudice the company’s interests; |
| • |
Monetary liability imposed upon the office holder in favor of another person; |
| • |
A monetary obligation imposed on the office holder in favor of another person who was injured by a violation, as this term is defined
in section 52(54)(a)(1)(a) of the Israeli Securities Law, 1968 (“Israeli Securities Law”); and |
| • |
Expenses expended by the office holder, including reasonable litigation expenses, and including attorney's fees, in respect of any
proceeding under chapters 8-C, 8-D or 9-A of the Israeli Securities Law or in respect to any monetary sanction. |
55
Indemnification of Office Holders
The Israeli Companies Law provides that a company may, if permitted
by its articles of association, indemnify an office holder for acts or omissions performed by the office holder in such capacity for:
| • |
Monetary liability imposed on the office holder in favor of another person by any judgment, including a settlement or an arbitrator’s
award approved by a court; |
| • |
Reasonable litigation expenses, including attorney’s fees, actually incurred by the office holder as a result of an investigation
or proceeding instituted against him or her by a competent authority, provided that such investigation or proceeding concluded without
the filing of an indictment against the office holder or the imposition of any monetary liability in lieu of criminal proceedings, or
concluded without the filing of an indictment against the office holder and a monetary liability was imposed on the officer holder in
lieu of criminal proceedings with respect to a criminal offense that does not require proof of criminal intent; |
| • |
A monetary obligation imposed on the office holder in favor of another person who was injured by a violation, as this term is defined
in section 52(54)(a)(1)(a) of the Israeli Securities Law; |
| • |
Expenses expended by the office holder, including reasonable litigation expenses, and including attorney's fees, in respect of any
proceeding under chapters 8-C, 8-D or 9-A of the Israeli Securities Law or in respect to any monetary sanction; |
| • |
Reasonable litigation expenses, including attorneys’ fees, incurred by such office holder or which were imposed on him by a
court, in proceedings the company instituted against the office holder or that were instituted on the company’s 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 a crime which does not require proof of criminal intent; or |
| • |
Any other liability, payment or expense which the company may indemnify its office holders under the Israeli Company Law, the Israeli
Securities Law or other Israeli law. |
In accordance with the Israeli Companies Law, a company’s
articles of association may permit the company to:
| • |
Undertake in advance to indemnify an office holder, except that with respect to a financial liability imposed on the office holder
by any judgment, settlement or court-approved arbitration award, the undertaking must be limited to types of occurrences, which, in the
opinion of the company’s board of directors, are, at the time of the undertaking, foreseeable due to the company’s activities
and to an amount or standard that the board of directors has determined is reasonable under the circumstances; and |
| • |
Undertake in advance to indemnify an office holder for reasonable litigation expenses, including attorney’s fees, actually
incurred by the office holder as a result of an investigation or proceeding instituted against him or her by a competent authority, provided
that such investigation or proceeding concluded without the filing of an indictment against the office holder or the imposition of any
monetary liability in lieu of criminal proceedings, or concluded without the filing of an indictment against the office holder and a monetary
liability was imposed on the officer holder in lieu of criminal proceedings with respect to a criminal offense that does not require proof
of criminal intent. |
| • |
Undertake in advance to indemnify an office holder for reasonable litigation expenses, including attorneys’ fees, incurred
by such office holder or which were imposed on him by a court, in proceedings the company instituted against the office holder or that
were instituted on the company’s 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 a crime which does not require proof of criminal intent.
|
| • |
Retroactively indemnify an office holder of the company. |
Limitations on Exculpation, Insurance and Indemnification
The Israeli Companies Law provides that neither a provision of
the articles of association permitting the company to enter into a contract to insure the liability of an office holder, nor a provision
in the articles of association or a resolution of the board of directors permitting the indemnification of an office holder, nor a provision
in the articles of association exempting an office holder from duty to the company shall be valid, where such insurance, indemnification
or exemption relates to any of the following:
| • |
Breach by the office holder of his duty of loyalty, except with respect to insurance coverage or indemnification if the office holder
acted in good faith and had reasonable grounds to assume that the act would not prejudice the company; |
| • |
Breach by the office holder of his duty of care if such breach was committed intentionally or recklessly, unless the breach was committed
only negligently; |
| • |
Any act or omission committed with intent to derive an unlawful personal gain; and |
| • |
Any fine or forfeiture imposed on the office holder. |
56
Pursuant to our articles of association, the total amount of indemnification
that we will pay (in addition to amounts received from an insurance company, if any) to all officers of the company, in aggregate, shall
not exceed, in all circumstances, more than 25% of the company's shareholders equity as set forth in the company's recent consolidated
financial statements prior to the date that the indemnity is paid. Our articles of association include provisions which allow us to insure,
indemnify and exempt our office holders, subject to the provisions of the Israeli Companies Law.
We maintain a directors’ and officers’ liability insurance
policy with a per claim and aggregate coverage limit of $10 million, including legal costs incurred in Israel. In addition, our audit
committee, board of directors and shareholders resolved to indemnify our office holders, pursuant to a standard indemnification agreement
that provides for indemnification of an office holder in an aggregate amount not to exceed 25% of our equity capital (net worth). To date,
we have provided letters of indemnification to all of our officers and directors.
NASDAQ Exemptions for a Controlled Company
We are a controlled company within the meaning of NASDAQ Marketplace
Rule 5615(c)(2), or Rule 5615(c)(2), because the FIMI Opportunity V, L.P. and FIMI Israel Opportunity FIVE, Limited Partnership (the “FIMI
Funds”) beneficially own more than 50% of our voting shares.
Under Rule 5615(c)(2), a controlled company is exempt from the
following requirements of NASDAQ Marketplace Rules 5605(b)(1), 5605(d) and 5605(e) that would otherwise require that:
| • |
The majority of the company’s board of directors qualifies as independent directors, as defined under NASDAQ Marketplace Rules.
|
| • |
The compensation of the chief financial officer and all other executive officers be determined, or recommended to the board of directors
for determination, either by (i) a majority of the independent directors or (ii) a compensation committee comprised solely of independent
directors. |
| • |
Director nominees must be selected or recommended for the board of directors, either by (a) a majority of independent directors or
(b) a nominations committee comprised solely of independent directors. |
We intend to continue to rely on these exemptions provided under
Rule 5615(c)(2).
D.
Employees
As of December 31, 2022, TAT and its subsidiaries employed 471
employees, of whom 391 were employed in manufacturing and quality control, 15 were employed in engineering and research and development
and 65 were employed in general administration, sales and marketing. Of such employees, 145 were located in Israel and 326 were
employed by Limco and Piedmont located in the United States.
Employees in Israel are employed under collective or individual
employment agreements. Senior employees in special positions and members of management are employed under individual agreements. Collective
bargaining agreements are signed for specified terms and are renewed from time to time. During 2022, TAT's management and the union
of TAT Israel agreed to enter into a new collective bargaining agreement with respect to employees of TAT Israel. The new agreement was
signed on September 7, 2022 and will be in effect until April 30, 2025.
In Turbochrom, a new collective bargaining agreement was signed with Turbochrome’s union on September
18, 2022, and will be in effect until April 30, 2025.
Certain provisions of the collective bargaining agreements between
the Histadrut (General Federation of Labor in Israel) and the Coordinating Bureau of Economic Organizations (including the Manufacturers
Association of Israel) are applicable to our Israeli employees by order of the Israeli Ministry of Economy and Industry. These provisions
concern mainly the length of the workday, minimum daily wages for professional workers, pension contributions, insurance for work-related
accidents, procedures for terminating employees, determination of severance pay and other employment terms. We generally provide our employees
with benefits and working conditions exceeding the required minimums. Furthermore, under the collective bargaining agreements, the wages
of most of our employees are linked to the CPI in Israel, although the extent of the linkage is limited.
In addition, Israeli law generally requires severance pay upon
the retirement or death of an employee or termination of employment without due cause. Furthermore, Israeli employees and employers are
required to pay predetermined sums to the National Insurance Institute which is similar to the United States Social Security Administration.
These payments amount to approximately 12% of wages, with the employee contributing approximately 43% and the employer approximately 56%.
We currently also generally grant senior employees based in Israel
participation in a particular insurance product called “management insurance”. Management insurance provides a combination
of savings plan, insurance and severance pay benefits to the employee, giving the employee a lump sum payment upon retirement (rather
than receiving annuity payments) and securing his or her right to receive severance pay, if legally entitled, upon termination of employment.
In general, the employee contributes an amount equal to approximately 5% to 6% of his or her wage and the employer contributes an additional
amount of approximately 13-1/3% to 16% of such wage. Management insurance is not a legally mandated by Israeli law.
Limco-Piedmont sponsors a 401(K) QACA safe harbor profit sharing
plan covering substantially all of its employees in the United States. The plan requires the employer to contribute a match which is currently
done on a payroll period basis, matching 100% of the first 2% and 50% of the next 3%. In addition, the plan allows for a discretionary
qualified non-elective contribution for the plan year.
57
E. Share
Ownership
Beneficial Ownership of Executive Officers and Directors
Except as set forth under ‘Stock Option Plans’ and
in Item 7A below, none of our directors and executive officers beneficially owns more than 1% of our outstanding shares.
Stock Option Plans
In November 2011, our audit committee and board of directors approved
a stock option plan (the “2012 Plan”), which was subsequently approved by TAT’s shareholders, on June 28, 2012. According
to the 2012 Plan an aggregate of 980,000 options exercisable into up to 980,000 ordinary shares, 0.9 NIS par value, of TAT may be granted
to certain members of our board of directors and certain senior executives at an exercise price not less than the fair market value of
the shares covered by the option on the date of grant.
On August 30, 2018 the Company's compensation committee, followed
by the Board of Directors, approved the amended and restated company's 2012 Plan. On October 4, 2018 the company's amended and restated
2012 Plan was approved at the annual general meeting of shareholders. As part of the company's 2012 Plan’s amendments it was determined
that if the Company declares a cash dividend to its shareholders, and the distribution date of such dividend will precede the exercise
date of an Option, including for the avoidance of doubt, Options that have yet to become vested and Options which have been granted prior
to the adoption of such amendment to the Plan, the exercise price of the option shall be reduced in the amount equal to the cash dividend
per share distributed by the Company.
Following the approval of TAT's audit committee and board of directors,
on November 8, 2022 the Company’s shareholders approved the 2022 stock option plan (the “2022 Plan”, and together with
the 2012 Plan, the “Plans”). According to the 2022 Plan an aggregate of 550,000 options exercisable into up to 550,000 ordinary
shares, 0.9 NIS par value, of TAT may be granted to certain members of our board of directors and certain senior executives at an exercise
price not less than the fair market value of the shares covered by the option on the date of grant
Total aggregate option pool under the Plans is 1,530,000 (*) ordinary
share of the company.
In general, the options under the Plans vest over a period of 4
years as follows: 25% of the options vest upon the lapse of 12 months following the date of grant and the remaining 75% vest on a quarterly
basis over the remaining 3-year period. Pursuant to the Plans, any options that are cancelled or not exercised within the option period
determined in the relevant option agreement will become available for future grants.
The grant of options to Israeli employees under the Plans is subject
to the terms stipulated by Sections 102 and 102A of the Israeli Income Tax Ordinance. Each option grant is subject to the track
chosen by the Company, either Section 102 or Section 102A of the Israeli Income Tax Ordinance, and pursuant to the terms thereof, the
Company is not allowed to claim as an expense for tax purposes the amounts credited to employees as benefits, including amounts recorded
as salary benefits in the Company’s accounts, in respect of options granted to employees under the Plans, with the exception of
the work income benefit component, if any, determined on grant date. For nonemployees and for non-Israeli employees, the share option
plan is subject to Section 3(i) of the Israeli Income Tax Ordinance.
As of December 31, 2022, options to purchase 675,000 ordinary shares
were outstanding under the Plan, exercisable at an average exercise price of $7.17 per share.
(*) of which 1,335,132
options are approved by the Tel Aviv Stock Exchange to be allocated to grantees.
F. Disclosure
of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
58
Item 7.
Major Shareholders and Related Party Transactions
A. Major
Shareholders
The following table sets forth certain information as of December
31, 2022, regarding the beneficial ownership by all shareholders known to us to own beneficially 5% or more of our ordinary shares:
|
Name |
Number of
Ordinary Shares
Beneficially Owned(1) |
Percentage of
Ownership(2) |
||||||
|
FIMI Funds (3) |
5,254,908 |
58.97 |
% | |||||
| (1) |
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with
respect to securities. Ordinary shares relating to options and warrants currently exercisable or exercisable within 60 days of the date
of this table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding
for computing the percentage of any other person. Except as indicated by footnote, and subject to community property laws where applicable,
the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.
|
| (2) |
The percentages shown are based on 8,909,046 ordinary shares issued and outstanding as of December 31, 2022 (net of 274,473 dormant
shares). |
| (3) |
Based on a Schedule 13D filed on August 14, 2013, and on Schedule 13D/A filed on December 12, 2016, FIMI Funds, FIMI FIVE 2012 Ltd.,
Shira and Ishay Davidi Management Ltd. and Mr. Ishay Davidi share voting and dispositive power with respect to the 5,254,908 ordinary
shares held by the FIMI Funds. FIMI FIVE 2012 Ltd. is the managing general partner of the FIMI Funds. Shira and Ishay Davidi Management
Ltd. controls FIMI FIVE 2012 Ltd. Mr. Ishay Davidi controls the Shira and Ishay Davidi Management Ltd. and is the Chief Executive Officer
of all the entities listed above. The principal business address of each of the above entities and of Mr. Davidi is c/o FIMI FIVE 2012
Ltd., Electra Tower, 98 Yigal Alon St., Tel Aviv 6789141, Israel. |
Significant Changes in the Ownership of Major Shareholders
On October 2012 two lenders to TAT’s then controlling shareholders,
KMN Industries and TAT Industries, filed separate petitions to the court to enforce liens granted to such lenders by each of the controlling
shareholders in certain collateral including KMN Industries’ holdings of an approximately 80% ownership interest in TAT Industries
(which in turn owned approximately 43% of TAT's outstanding share capital) and KMN Industries’ direct holdings in TAT (which represented
approximately 10% of TAT's outstanding share capital).
On December 18, 2012, the court-appointed permanent receivers on
behalf of the two lenders mentioned above for the purpose of jointly enforcing the liens granted to such lenders. On March 15, 2013, the
receivers of TAT’s shares announced a tender process for the sale of such shares.
On August 7, 2013, the court-appointed permanent receivers informed
TAT that the FIMI Funds acquired 4,732,351 ordinary shares of TAT constituting 53.8% of TAT’s outstanding share capital as of the
transaction date, after receiving all required court approvals and the transfer of the consideration by the FIMI Funds to the receivers.
On December 12, 2016, FIMI Funds acquired an additional 522,557
ordinary shares of TAT constituting 5.7% of TAT’s outstanding share capital as of the transaction date.
59
Major Shareholders Voting Rights
Our major shareholders do not have different voting rights.
Record Holders
Based on a review of the information provided to us by our transfer
agent, as of December 31, 2022, there were 32 holders of record of our ordinary shares, of which 29 record holders holding less than 1.0%
of our ordinary shares had registered addresses in the United States. These numbers are not representative of the number of beneficial
holders of our shares nor is it representative of where such beneficial holders reside since many of these ordinary shares were held by
brokers or other nominees including CEDE Co., the nominee for the Depositary Trust Company (the central depositary for the U.S.
brokerage community), which held approximately 69% of our outstanding ordinary shares as of such date.
B. Related
Party Transactions
The amounts in the table below refer to TAT engineering
joint venture and affiliates.
Transactions:
|
Year ended December 31, |
||||||||||||
|
2022 |
2021 |
2020 |
||||||||||
|
Income - |
||||||||||||
|
Sales to related-party company (*) |
$ |
17 |
$ |
88 |
$ |
173 |
||||||
|
Cost and expenses - |
||||||||||||
|
Supplies from related party (*) |
- |
$ |
654 |
$ |
362 |
|||||||
Balances:
|
December 31, |
||||||||
|
2022 |
2021 |
|||||||
|
Trade receivables and other receivables (*) |
- |
$ |
799 |
|||||
|
Trade payables and other payables (*) |
- |
$ |
95 |
|||||
(*) includes mainly transactions with affiliated companies.
C. Interests
of Experts and Counsel
Not applicable.
60
Item 8. Financial
Information
A. Consolidated
Statements and Other Financial Information
See the consolidated financial statements, including the notes
thereto, included in Item 18.
Legal Proceedings
We are party to ongoing litigation in the ordinary course of business
and other legal proceedings. For a discussion of these matters, see Note 15 to our consolidated financial statements included elsewhere
in this annual report.
Dividend Distribution Policy
The Israeli Companies Law mandates that we can only distribute
dividends from profits (as defined in the law), provided that there is no reasonable suspicion that the dividend distribution will prevent
us from meeting our existing and future expected obligations as they come due.
B. Significant
Changes
Not applicable.
Item 9. The
Offer and Listing
A. Offer and Listing Details
Not applicable.
B. Plan of Distribution
Not applicable.
C. Markets
Our ordinary shares are traded on NASDAQ under the symbol “TATT”.
On August 16, 2005, we listed our shares for trade on the TASE as a dual listed company.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expense of the Issue
Not applicable.
61
Item 10.
Additional Information
A. Share
Capital
Not applicable.
B.
Memorandum and Articles of Association
Set out below is a description of certain provisions of our memorandum
of association, articles of association and of the Israeli Companies Law related to such provisions. This description is only a summary
and does not purport to be complete and is qualified by reference to the full text of the memorandum of association and articles of association,
which are incorporated by reference as exhibits to this annual report, and to Israeli law.
Purposes and Objects of the Company
We are a public company registered with the Israeli Companies Registry
and have been assigned company number 52-0035791. Section 2 of our memorandum of association provides that we were established for the
purpose of engaging in the business of providing services of planning, development, consultation and instruction in the electronics field.
In addition, the purpose of our company is to perform various corporate activities permissible under Israeli law.
On February 1, 2000, the Israeli Companies Law came into effect
and superseded most of the provisions of the Israeli Companies Ordinance (New Version), 5743-1983, except for certain provisions which
relate to liens, bankruptcy, dissolution and liquidation of companies. Under the Israeli Companies Law, various provisions, some of which
are detailed below, overrule the current provisions of our articles of association.
Powers of the Directors
Under the provisions of the Israeli Companies Law which prevails
over our articles of association in certain issues, a director cannot participate in a meeting nor vote on a proposal, arrangement or
contract in which he or she is materially interested except in cases where a majority of the directors are materially interested in the
same transaction. In addition, our directors cannot vote on compensation to themselves without the approval of our compensation committee
and our shareholders at a general meeting, except for certain cases in which there is no need for the approval of the general meeting
in accordance with the regulations promulgated under the Israeli Companies Law. See Item 6. “Directors, Senior Management and Employees
– Board Practices – Approval of Related Party Transactions Under Israeli Law.”
The authority of our directors to enter into borrowing arrangements
on our behalf is not limited, except in the same manner as any other transaction by us.
Our articles of association do not impose any mandatory retirement
or age-limit requirements on our directors and our directors are not required to own shares in our company in order to qualify to serve
as directors.
62
Rights Attached to Shares
Our authorized share capital consists of 13,000,000 ordinary shares
of a nominal value of NIS 0.90 each. All outstanding ordinary shares are validly issued, fully paid and non-assessable.
Please refer to Exhibit 2.1 for Items 10.B.3, B.4, B.5, B.6, B.7,
B.8, B.9 and B.10.
C.
Exchange Controls
Israeli law and regulations do not impose any material foreign
exchange restrictions on non-Israeli holders of our ordinary shares. In May 1998, a new “general permit” was issued under
the Israeli Currency Control Law, 1978, which removed most of the restrictions that previously existed under such law, and enabled Israeli
citizens to freely invest outside of Israel and freely convert Israeli currency into non-Israeli currencies.
Non-residents of Israel who purchase our ordinary shares will be
able to convert dividends, if any, thereon, and any amounts payable upon our dissolution, liquidation or winding up, as well as the proceeds
of any sale in Israel of our ordinary shares to an Israeli resident, into freely-repatriable dollars, at the exchange rate prevailing
at the time of conversion, provided that the Israeli income tax has been withheld (or paid) with respect to such amounts or an exemption
has been obtained.
D.
Taxation
The following is a discussion of Israeli and United States tax
consequences material to our shareholders. To the extent that the discussion is based on new tax legislation which has not been subject
to judicial or administrative interpretation, the views expressed in the discussion might not be accepted by the tax authorities in question.
The discussion is not intended, and should not be construed, as legal or professional tax advice and does not exhaust all possible tax
considerations.
You are urged to consult your own tax advisor as to the Israeli, United States and
other tax consequences of the purchase, ownership and disposition of our ordinary shares, including, in particular, the effect of any
non-Israeli, state or local taxes.
Israeli Tax Considerations
The following is a summary of the principal Israeli tax laws applicable
to us, of the Israeli Government programs from which we benefit and of the Income Tax Law (Inflationary Adjustments), 1985. This section
also contains a discussion of material Israeli tax consequences to our shareholders who are not residents or citizens of Israel. This
summary does not discuss all aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal
investment circumstances, or to some types of investors subject to special treatment under Israeli law. Examples of investors subject
to special treatment under Israeli law include residents of Israel, traders in securities, or persons who own, directly or indirectly,
10% or more of our outstanding voting capital, all of whom are subject to special tax regimes not covered in this discussion. Some parts
of this discussion are based on new tax legislation that has not been subject to judicial or administrative interpretation. The discussion
should not be construed as legal or professional tax advice and does not cover all possible tax consequences.
General Corporate Tax Structure
Israeli companies are generally subject to corporate tax on their
taxable income at the rate of 23% in 2018 and thereafter. However, the effective tax rate payable by a company that derives income from
an Approved Enterprise, a Benefited Enterprise, a Preferred Enterprise or a Technology Enterprise may be considerably less. Capital Gain
derived by an Israeli resident company and / or royalties for which no tax clearance has been obtained from the ITA are subject to tax
at the regular corporate tax rate (23% in 2018 and thereafter).
63
Tax Benefits under the Law for the Encouragement of Capital Investments, 1959
We have one capital investment program that has been granted “Approved
Enterprise” status under the “Investment Law”, and one program that qualify as a “Benefited Enterprise”
pursuant to an amendment to the Investment Law that came into effect on April 1, 2005 (the “April 2005 amendment”). These
programs were waived as part of the "Preferred Enterprise" which is part of the "2011 Amendment".
Prior to the April 2005 amendment, the Investment Law provided
that capital investments in a production facility (or other eligible assets), may be designated as an Approved Enterprise upon prior approval
from the Investment Center of the Israel Ministry of Industry, Trade and Labor (the “Investment Center”).
The April 2005 amendment revised the criteria for investments qualified
to receive tax benefits. An eligible investment program under that amendment provided for benefits as a Benefited Enterprise (rather than
the previous terminology of Approved Enterprise). Among other things, the April 2005 amendment provided tax benefits to both local
and foreign investors. Companies that meet the specified criteria received the tax benefits without need for prior approval and
instead, a company was to claim the tax benefits offered by the Investment Law directly in its tax returns.
The period of tax benefits for the then new beneficiary enterprise
commences in the year that is the later of: (i) the year in which taxable income is first generated by a company, or (ii) a year selected
by the company for commencement, on the condition that the company meets certain provisions provided by the Investment Law. The
amendment does not apply to investment programs approved prior to December 31, 2004 and applies only to new investment programs. We began
to generate income under the provision of the new amendment as of the beginning of 2006.
After expiration of the initial tax exemption period, the company
is eligible for what was considered then a reduced corporate tax rate of 10% to 25%, depending on the extent of foreign investment in
the company, for the following five to eight years, depending on the geographic location of the Benefited Enterprise within Israel. The
benefits period was limited to 12 years from completion of the investment under the approved plan or 14 years from the date of the approval,
whichever is earlier. A company in which more than 25% of the shareholders are non-residents of Israel, defined under the Investment Law
as a Foreign Investors Company, may be eligible for benefits for an extended period of up to ten years.
In
addition, pursuant to a recent amendment of the Law, any distribution of dividend as of August 15, 2021 will be prorated between exempt
income and taxable income. As such, upon dividend distribution, in case the company has accumulated exempt income, the company will
be obligated to pay the corporate income tax it was exempted from with respect to the exempt profits portion. Distribution of dividends
derived from Approved Enterprise and Benefited Enterprise income that was taxed at reduced rates, but not tax exempt, does not result
in additional tax consequences to the company. Shareholders who receive dividends derived from approved enterprise and Benefited Enterprise
income were generally taxed at a rate of 15% which was withheld and paid by the company paying the dividend if the dividend was distributed
during the benefits period or within the following 12 years.
The benefits available to an Approved Enterprise and Benefited
Enterprise were conditioned upon terms stipulated in the Investment Law and the related regulations (which include making specified investments
in property and equipment, and financing a percentage of these investments with share capital), and, for an Approved Enterprise, the conditions
contained in the certificate of approval from the Investment Center. If we do not fulfill these conditions, in whole or in part,
the benefits can be cancelled and we may be required to refund the amount of the benefits, linked to the CPI in Israel plus interest.
We believe that our Approved Enterprise and Benefited Enterprise programs were operated in compliance with all applicable conditions and
criteria.
We had derived a material portion of our operating income from
our Approved Enterprise and Benefited Enterprise facilities. We were therefore eligible for a tax exemption for a limited period on undistributed
Approved Enterprise and Benefited Enterprise income. We intend to reinvest the entire amount of our tax-exempt income and not to distribute
this income as a dividend
Until December 31, 2010, TAT and Turbochrome have elected to participate
in the alternative package of tax benefits for their Approved and Benefited Enterprise under the law.
Pursuant to such Law, the income derived from those enterprises
was exempted from Israeli corporate tax for a specified benefit period (except to the extent that dividends are distributed during the
tax-exemption period other than upon liquidation) and subject to reduced corporate tax rates for an additional period.
64
Tax Benefits under the
2011 Amendment
Under the transitional provisions of the 2011 Amendment,
the company elected to irrevocably implement the 2011 Amendment with respect to its existing Approved and Beneficiary Enterprises while
waiving benefits provided under the legislation prior to the 2011 Amendment.
Dividends paid out of income attributed to a Preferred Enterprise
will be subject to a withholding tax at the source at the rate of 20%, or such lower rate as may be provided in an applicable tax treaty.
However, if such dividends are paid to an Israeli company, no tax is required to be withheld (although, if the funds are subsequently
distributed to individuals or to non-Israeli residents (individuals and corporations), the withholding tax would apply).
As of January 1, 2014, a Preferred Company is entitled to a reduced
corporate tax rate of 16% with respect to its income derived from its Preferred Enterprise, unless the Preferred Enterprise is located
in development area A, in which case the tax rate as of January 1, 2017 was 7.5% (our operations are currently not located in development
area A). Income which is not derived from Preferred Enterprise is subject to the regular corporate tax rate (24% in tax year 2017 and
23% as of January 1, 2018).
TAT is located in an area in Israel that is designated as elsewhere
and as such is entitled to reduce tax rates of 16% (as of 2014).
Turbochrome is located in an area in Israel that is designated
as Zone A and as such entitled to reduce tax rates of 7.5% (as of 2017).
Tax Benefits under the
2017 Amendment
An amendment to the Investment Law, which became effective as of
January 1, 2017, provides new tax benefit to Preferred companies for two types of "Technology Enterprise", as described below, and is
in addition to the other existing tax beneficial programs under the Investment Law.
The new incentives regime will apply to "Preferred Technological
Enterprises" that meet certain conditions, as detailed in the 2017 amendment. Preferred Technological Enterprises will be subject to a
corporate tax rate of 12% unless the Preferred Technological Enterprise is located in development zone A, in which case the rate will
be 7.5% with respect to the portion of income derived from intellectual property developed in Israel. The withholding tax on dividends
from income derived from intellectual property of the Preferred Technological Enterprises will be 4% for dividends paid to a foreign parent
company holding at least 90% of the shares of the distributing company. For other dividend distributions, the withholding tax rate will
be 20% (or a lower rate under a tax treaty, if applicable).
We cannot assure you that we will continue to qualify as an Industrial
Company or that the benefits described above will be available to us in the future.
Tax Benefits and Grants for Research and Development
Israeli tax law allows, under specific conditions, a tax deduction
in the year incurred for expenditures, including capital expenditures, relating to scientific research and development projects, if the
expenditures are approved by the relevant Israeli government ministry, determined by the field of research, and the research and development
is for the promotion of the company and is carried out by or on behalf of the company seeking such deduction. Expenditures not so approved
are deductible over a three-year period. However, expenditures from proceeds made available to us through government grants are not deductible
according to Israeli law.
65
Tax Benefits under the Law for the Encouragement of Industry (Taxes), 1969
According to the Law for the Encouragement of Industry (Taxes),
1969 (the “Industry Encouragement Law”), an ‘Industrial Company’ is an Israeli resident company, with at least
90% of the income of which, in a given tax year, (exclusive of income from some government loans) is derived from an Industrial Enterprise
owned by it and located in Israel or in the "Area", in accordance with the definition in the section 3a of the Ordinance. An ‘Industrial
Enterprise‘ is defined as an enterprise whose major activity in a given tax year is industrial production activity.
Under the Industry Encouragement Law, Industrial Companies are
entitled to the following tax benefits:
| • |
Amortization of purchases of acquired technology and patents over an eight-year period for tax purposes; |
| • |
Amortization of specified expenses incurred in connection with a public issuance of securities over a three-year period for tax purposes;
|
| • |
Right to elect, under specified conditions, to file a consolidated tax return with additional related Israeli Industrial Companies;
and |
| • |
Accelerated depreciation rates on equipment and buildings. |
Eligibility for benefits under the Industry Encouragement Law is
not subject to receipt of prior approval from any governmental authority.
Special Provisions Relating to Taxation under Inflationary Conditions
The Income Tax Law (Inflationary Adjustments), 1985, referred to
as the Inflationary Adjustments Law, attempts to overcome the problems presented to a traditional tax system by an economy undergoing
rapid inflation. The Inflationary Adjustments Law is highly complex.
On February 26, 2008, the Israeli Parliament (the Knesset) enacted
the Income Tax Law (Inflationary Adjustments) (Amendment No. 20) (Restriction of Effective Period), 2008 (the “Inflationary Adjustments
Amendment”). In accordance with the Inflationary Adjustments Amendment, as of the 2008 tax year the provisions of the law
are no longer apply, other than the transitional provisions intended at preventing distortions in the tax calculations. In accordance
with the Inflationary Adjustments Amendment, commencing the 2008 tax year, income for tax purposes is no longer be adjusted to a real
(net of inflation) measurement basis. Furthermore, the depreciation of inflation immune assets and carried forward tax losses are
no longer linked to the CPI in Israel.
66
Taxation of Dividends Paid on our Ordinary Shares
Taxation of Israeli Shareholders
A distribution of dividends from income, which is not attributed
to an Approved Enterprise/ Benefited Enterprise/ Preferred Enterprise to an Israeli resident individual, will generally be subject to
Israeli income tax, at the rate of 25%, or 30% for a recipient that is a "Controlling Shareholder" (within the meaning of the Israeli
Income Tax Ordinance) at the time of distribution or at any time during the 12-month period preceding such distribution.
However, dividends distributed from taxable income accrued during
the benefits period of a Benefited Enterprise, subject to certain time limitations, are generally subject to Israeli income tax at the
reduced rate of 15%. Dividends paid out of income attributed to a Preferred Enterprise are generally subject to Israeli income tax at
the source at the rate of 20%.
.
Generally, Israeli resident corporations are exempt from Israeli
corporate tax on the receipt of dividends paid on shares of Israeli resident corporations and that the dividends were fully taxed at the
corporate tax rate in Israel, unless the dividends are distributed from taxable income that has accrued during the benefits period of
Approved Enterprise of Benefited Enterprise, in which case they are taxable at the rate of 15%.
3%
surtax will apply with respect to individuals on top of the aforementioned tax rates when annual taxable income exceeds NIS 663,240 (with
respect to 2022). The amount is updated every year.
It should be noted that we cannot assure you that we will designate
the profits that are being distributed in a way that will reduce shareholders’ tax liability to those tax rates.
Taxation of Non-Israeli Shareholders
The Ordinance generally provides that a non-Israeli resident (either
individual or corporation) is subject to, an Israeli income tax at the rate of 25%, or 30% if the recipient is a "Controlling Shareholder"
at the time of distribution or at any time during the 12-month period preceding such distribution, unless a different rate is provided
in a treaty between Israel and the shareholder’s country of residence.
As aforesaid, dividends
derived from any of our income generated by an Approved Enterprise or Benefited Enterprise, are subject to withholding tax at a rate of
15% (or less based on applicable tax treaty), and dividends derived from any of our income generated by a Preferred Enterprise are subject
to withholding tax at a rate of 20% (or less based on applicable tax treaty).
It should be noted that 3% surtax will apply on individuals on top of the aforementioned tax rates when annual taxable income exceeds
NIS 663,240 (with respect to 2022). The amount is updated every year.
Under the United States-Israel Tax Treaty, the maximum rate of
tax withheld at source in Israel on dividends paid to a holder of our ordinary shares who is a U.S. resident (for purposes of the United
States-Israel Tax Treaty) is 25%. However, generally the maximum rate of withholding tax on dividends, not generated by Approved / Benefited
/ Preferred Enterprises, that are paid to a U.S. corporation holding at least 10% or more of our outstanding voting capital from the start
of the tax year preceding the distribution of the dividend through (and including) the distribution of the dividends, is 12.5%, provided
that no more than 25% of our gross income of such preceding year consists of certain types of dividends and interest if a certificate
for a reduced withholding tax rate is obtained in advance from the Israeli Tax Authority. Notwithstanding the foregoing, dividends distributed
from income attributed to an Approved Enterprise, Benefited Enterprise or a Preferred Enterprise are subject to withholding tax rate of
15% for such a U.S. corporation shareholder, provided that the condition related to our gross income for the previous year (as set forth
in the previous sentence) is met.
The aforementioned rates under the United States-Israel Tax Treaty
will not apply if the dividend income was derived through a permanent establishment of the U.S. resident in Israel.
When the amount of tax due is not fully withheld at source, such
non-Israeli resident is obligated to file a tax return, report his or her Israeli income and pay the balance of the amount of tax due.
67
Capital gains taxes applicable to non-Israeli shareholders
Capital gains from the sale of our ordinary shares by non-Israeli
shareholders are exempt from Israeli taxation, provided that the capital gain is not derived from a permanent establishment in Israel
according to section 97(b2) to the Israeli income tax ordinance. In addition, the U.S.-Israel Tax Treaty exempts U.S. residents who hold
less than 10% of our voting rights, and who held less than 10% of our voting rights during the 12 months prior to a sale of their shares,
from Israeli capital gains tax in connection with such sale.
United States Federal Income Tax Consequences
The following discussion summarizes the material
U.S. federal income tax considerations generally applicable to the purchase, ownership and disposition of our ordinary shares. Unless
otherwise stated, this summary deals only with shareholders that are U.S. Holders (as defined below) who hold their ordinary shares as
capital assets.
As used in this section, the term “U.S. Holder” means
a beneficial owner of an ordinary share who is:
| • |
An individual citizen or resident of the United States or an individual treated as a U.S. citizen or resident for U.S. federal income
tax purposes; |
| • |
A corporation or other entity taxable as a corporation for U.S. federal income tax purposes created or organized in or under the
laws of the United States, any State or the District of Columbia; |
| • |
An estate, the income of which is subject to U.S. federal income taxation regardless of its source; or |
| • |
Any trust if (A)(i) a court within the United States is able to exercise primary supervision over the administration of the trust
and (ii) one or more United States persons have the authority to control all substantial decisions of the trust, or (B) such trust validly
elects to be treated as a United States person. |
The term “Non-U.S. Holder” means a beneficial owner
of an ordinary share that is an individual, corporation, estate or trust and is not a U.S. Holder. The tax consequences to a Non-U.S.
Holder may differ substantially from the tax consequences to a U.S. Holder. Certain aspects of U.S. federal income tax relevant to a Non-U.S.
Holder are discussed below.
This description is based on provisions of the U.S. Internal Revenue
Code of 1986, as amended (the “Code”), existing and proposed U.S. Treasury regulations promulgated thereunder, administrative
and judicial interpretations thereof, and the U.S.-Israel Tax Treaty, each as in effect as of the date of this annual report. In addition,
this description also relates to the Tax Cuts and Jobs Act (“TCJA”) signed into law on December 22, 2017. These sources may
change, possibly with retroactive effect, and are open to differing interpretations. This description does not discuss all aspects of
U.S. federal income taxation that may be applicable to investors in light of their particular circumstances or to investors who are subject
to special treatment under U.S. federal income tax law, including:
| • |
Insurance companies; |
| • |
Dealers in stocks, securities or currencies; |
| • |
Financial institutions and financial services entities; |
| • |
Real estate investment trusts; |
| • |
Regulated investment companies; |
| • |
Persons that receive ordinary shares in connection with the performance of services; |
| • |
Tax-exempt organizations; |
| • |
Persons that hold ordinary shares as part of a straddle or appreciated financial position or as part of a hedging, conversion or
other integrated instrument; |
| • |
Persons who hold the ordinary shares through partnerships or other pass-through entities; |
| • |
Individual retirement and other tax-deferred accounts; |
| • |
Expatriates of the United States and certain former long-term residents of the United States; |
| • |
Persons liable for the alternative minimum tax; |
| • |
Persons having a “functional currency” other than the U.S. dollar; and |
| • |
Direct, indirect or constructive owners of 10% or more, by voting power or value, of our company. |
68
If a partnership or an entity treated as a partnership for U.S.
federal income tax purposes owns ordinary shares, the U.S. federal income tax treatment of a partner in such a partnership will generally
depend upon the status of the partner and the activities of the partnership. A partnership that owns ordinary shares and the partners
in such partnership should consult their own tax advisors about the U.S. federal income tax consequences of holding and disposing of ordinary
shares.
This discussion does not consider the possible application of U.S.
federal gift or estate tax or alternative minimum tax.
All investors are urged to consult their own tax advisors as to
the particular tax consequences to them of an investment in our ordinary shares, including the effect and applicability of United States
federal, state, local and foreign income and other tax laws (including estate and gift tax laws) and tax treaties.
Distributions Paid on the Ordinary Shares
Subject to the discussion below under “Passive Foreign Investment
Company Considerations,” a U.S. Holder generally will be required to include in his or her gross income as ordinary dividend income
the amount of any distributions paid on the ordinary shares, including the amount of any Israeli taxes withheld, to the extent that those
distributions are paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Subject
to the discussion below under “Passive Foreign Investment Company Considerations,” distributions in excess of our earnings
and profits will be applied against and will reduce the U.S. Holder’s tax basis in its ordinary shares and, to the extent they exceed
that tax basis, will be treated as gain from a sale or exchange of those ordinary shares. In some cases, our dividends will not
qualify for the dividends-received deduction applicable to U.S. corporations.
Dividends that we pay in NIS, including the amount of any Israeli
taxes withheld therefrom, will be included in your income in a U.S. dollar amount calculated by reference to the exchange rate in effect
on the day such dividends are received, regardless of whether the payment is in fact converted into U.S. dollars. A U.S. Holder who receives
payment in NIS and converts NIS into U.S. dollars at an exchange rate other than the rate in effect on such day will have a foreign currency
exchange gain or loss that would be treated as ordinary income or loss. U.S. Holders should consult their own tax advisors concerning
the U.S. tax consequences of acquiring, holding and disposing of NIS.
Subject to certain limitations, “qualified dividend income”
received by a non-corporate U.S. Holder will generally be subject to taxation in the U.S at a lower rate than ordinary income. Distributions
taxable as dividends paid on the ordinary shares should qualify for lower tax rate provided that we are not a passive foreign investment
company (as described below) for U.S. tax purposes and that either: (i) we are entitled to benefits under the “U.S.-Israel Tax Treaty”
or (ii) the ordinary shares are readily tradable on an established securities market in the United States and certain other requirements
are met. We believe that we are entitled to benefits under the U.S.-Israel Tax Treaty and that the ordinary shares currently will be readily
tradable on an established securities market in the United States. However, no assurance can be given that the ordinary shares will remain
readily tradable. The rate reduction does not apply unless certain holding period requirements are satisfied. With respect to the ordinary
shares, the U.S. Holder must have held such shares for at least 61 days during the 121-day period beginning 60 days before the ex-dividend
date. The rate reduction also does not apply to dividends received from passive foreign investment companies, see discussion below, or
in respect of certain hedged positions or in certain other situations. The legislation enacting the reduced tax rate contains special
rules for computing the foreign tax credit limitation of a taxpayer who receives dividends subject to the reduced tax rate. U.S. Holders
of ordinary shares should consult their own tax advisors regarding the effect of these rules in their particular circumstances.
Subject to the discussion below under “Information Reporting
and Back-up Withholding,” a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on dividends
received on ordinary shares unless that income is effectively connected with the conduct by that Non-U.S. Holder of a trade or business
in the United States, in which case a corporate Non-U.S. Holder may also be subject to the U.S. branch profits tax.
Foreign Tax Credit
Any dividend income resulting from distributions we pay to a U.S.
Holder with respect to the ordinary shares generally may be treated as foreign source income for U.S. foreign tax credit limitation purposes.
For all taxable years ended until December 31, 2017, and subject to certain conditions and limitations, Israeli tax withheld on dividends
may be deducted from taxable income or credited against a U.S. Holder’s U.S. federal income tax liability. The limitation on foreign
taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, in general, any dividend
that we distribute should constitute “passive category income,” or, in the case of certain U.S. Holders, “general category
income.”
Starting January 1, 2018, and with respect to our corporate U.S.
Holders, the TCJA provides a 100% deduction for the foreign-source portion of dividends received after January 1, 2018 from “specified
10-percent owned foreign corporations” by U.S. corporate holders, subject to a one-year holding period. No foreign tax credit, including
Israeli withholding tax (or deduction for foreign taxes paid with respect to qualifying dividends) would be permitted for foreign taxes
paid or accrued with respect to a qualifying dividend. Deduction would be unavailable for “hybrid dividends.” The dividend
received deduction enacted under the TCJA may not apply to dividends from a passive foreign investment company.
The rules relating to the determination of foreign source
income and the foreign tax credit are complex, and the availability of a foreign tax credit depends on numerous factors. Each investor
who is a U.S. Holder should consult with its own tax advisor to determine whether its income with respect to the ordinary shares would
be foreign source income and whether and to what extent that investor would be entitled to a foreign tax credit.
69
Disposition of Ordinary Shares
Upon the sale or other disposition of ordinary shares, subject
to the discussion below under “Passive Foreign Investment Company Considerations,” a U.S. Holder generally should recognize
capital gain or loss equal to the difference between the amount realized on the disposition and the holder’s adjusted tax basis
in the ordinary shares. U.S. Holders should consult their own tax advisors with respect to the tax consequences of the receipt of a currency
other than U.S. dollars upon such sale or other disposition.
Gain or loss upon the disposition of the ordinary shares will be
treated as long-term if, at the time of the sale or disposition, the ordinary shares were held for more than one year. The deductibility
of capital losses by a U.S. Holder is subject to limitations. In general, any gain or loss recognized by a U.S. Holder on the sale or
other disposition of ordinary shares will be U.S. source income or loss for U.S. foreign tax credit purposes. U.S. Holders should consult
their own tax advisors concerning the source of income for U.S. foreign tax credit purposes and the effect of the U.S.-Israel Tax Treaty
on the source of income.
Subject to the discussion below under “Information Reporting
and Back-up Withholding,” a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain
realized on the sale or exchange of ordinary shares unless:
| • |
that gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States, and, if a
tax treaty applies, is attributable to a permanent establishment or fixed base of the Non-U.S. Holder in the United States; or |
| • |
in the case of any gain realized by an individual Non-U.S. Holder, that holder is present in the United States for 183 days or more
in the taxable year of the sale or exchange, and other conditions are met. |
Passive Foreign Investment Company Considerations
Special U.S. federal income tax rules apply to U.S. Holders owning
shares of a passive foreign investment company. A non-U.S. corporation will be considered a passive foreign investment company for any
taxable year in which, after applying certain look-through rules, 75% or more of its gross income consists of specified types of passive
income, or 50% or more of the average value of its assets consists of assets that produce, or are held for the production of, passive
income. For this purpose, passive income may include dividends, interest, royalties, rents, annuities and the excess of gains over losses
from the disposition of assets which produce passive income.
If we were classified as a passive foreign investment company,
a U.S. Holder could be subject to increased tax liability upon the sale or other disposition of ordinary shares or upon the receipt of
amounts treated as “excess distributions.” Under these rules, the excess distribution and any gain would be allocated ratably
over the U.S. Holder’s holding period for the ordinary shares, and the amount allocated to the current taxable year and any taxable
year prior to the first taxable year in which we were a passive foreign investment company would be taxed as ordinary income. The amount
allocated to each of the other taxable years would be subject to tax at the highest marginal tax rate in effect for the applicable class
of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed on the resulting tax allocated to such
other taxable years. The tax liability with respect to the amount allocated to years prior to the year of the disposition, or “excess
distribution,” cannot be offset by any net operating losses. In addition, holders of shares in a passive foreign investment company
may not receive a “step-up” in basis on shares acquired from a decedent. If we are a passive foreign investment company in
any year, a U.S. Holder would be required to file an annual return on IRS Form 8621 regarding distributions received with respect to ordinary
shares and any gain realized on the disposition of ordinary shares.
Based on our current and projected income, assets and activities,
we do not believe that we will be a passive foreign investment company for our current taxable year. However, because the determination
of whether we are a passive foreign investment company is based upon the composition of our income and assets from time to time, we cannot
be certain that we will not be considered a passive foreign investment company for the current taxable year or any future taxable year.
The passive foreign investment company tax consequences described
above will not apply to a U.S. Holder if the U.S. Holder makes a timely election to treat us as a qualified electing fund (“QEF”).
If a U.S. Holder makes a timely QEF election, the U.S. Holder would be required to include in income for each taxable year its pro rata
share of our ordinary earnings as ordinary income and its pro rata share of our net capital gain as long-term capital gain, whether or
not such amounts are actually distributed to the U.S. Holder. However, a U.S. Holder would not be eligible to make a QEF election unless
we comply with certain applicable information reporting requirements. We will provide U.S. Holders with the information needed to report
income and gain under a QEF election should we become a passive foreign investment company.
70
As an alternative to making a QEF election, a U.S. Holder of passive
foreign investment company stock which is publicly traded may in certain circumstances avoid certain of the tax consequences generally
applicable to holders of a passive foreign investment company by electing to mark the stock to market annually and recognizing as ordinary
income or loss each year an amount equal to the difference as of the close of the taxable year between the fair market value of the passive
foreign investment company stock and the U.S. Holder’s adjusted tax basis in the passive foreign investment company stock. Losses
would be allowed only to the extent of net mark-to-market gain previously included by the U.S. Holder under the election for prior taxable
years. Income recognized and deductions allowed under the mark-to-market provisions, as well as any gain or loss on the disposition of
ordinary shares with respect to which the mark-to-market election is made, are generally treated as ordinary income or loss (except that
loss is treated as capital loss to the extent the loss exceeds the net mark-to-market gains, if any, that a U.S. Holder included in its
income with respect to such ordinary shares in prior years). However, gain or loss from the disposition of ordinary shares (as to which
a “mark-to-market” election was made) in a year in which we are no longer a passive foreign investment company, will be capital
gain or loss. The mark-to-market election is available for so long as our ordinary shares constitute “marketable stock,” which
includes stock of a passive foreign investment company that is “regularly traded” on a “qualified exchange or other
market.” Generally, a “qualified exchange or other market” includes a national securities exchange that is registered
with the SEC or the national market system established pursuant to Section 11A of the Securities Exchange Act of 1934. A class of stock
that is traded on one or more qualified exchanges or other markets is “regularly traded” on an exchange or market for any
calendar year during which that class of stock is traded, other than in the minimized quantities, on at least 15 days during each calendar
quarter. We believe that NASDAQ will constitute a qualified exchange or other market for this purpose. However, we cannot be certain that
our ordinary shares will continue to trade on NASDAQ or that the ordinary shares will be regularly traded for this purpose.
The rules applicable to owning shares of a passive foreign investment
company are complex, and each holder who is a U.S. Holder should consult with its own tax advisor regarding the consequences of investing
in a passive foreign investment company.
Medicare Tax
Certain U.S. Holders that are individuals, estates or trusts may be subject to a 3.8%
Net Investment Income tax on all or a portion of their “net investment income,” which may include all or a portion of their
dividend income and net gains from the disposition of ordinary shares and warrants. Each U.S. Holder that is an individual, estate or
trust is urged to consult its tax advisors regarding the applicability of the Net Investment Income tax to its income and gains in respect
of its investment in our ordinary shares and warrants, including with respect to the eligibility to claim foreign tax credit against such
tax.
Information Reporting and Backup Withholding
Payments in respect of ordinary shares may be subject to information
reporting to the U.S. Internal Revenue Service (the “IRS”) and to U.S. backup withholding tax at a rate equal to the fourth
lowest income tax rate applicable to individuals (which, under current law, is 24%). Backup withholding will not apply, however, if you
(i) are a corporation or come within certain exempt categories, and demonstrate the fact when so required, or (ii) furnish a correct taxpayer
identification number and make any other required certification. U.S. Holders who are required to establish their exempt status generally
must provide such certification on IRS Form W-9.
Backup withholding is not an additional tax. Amounts withheld under
the backup withholding rules may be credited against a U.S. Holder’s U.S. tax liability, and a U.S. Holder may obtain a refund of
any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS.
Any U.S. holder who holds 10% or more in vote or value of our ordinary
shares will be subject to certain additional United States information reporting requirements.
U.S. Gift and Estate Tax
An individual U.S. Holder of ordinary shares will generally be
subject to U.S. gift and estate taxes with respect to ordinary shares in the same manner and to the same extent as with respect to other
types of personal property.
E. Dividends
and Paying Agents
Not applicable.
F. Statement
by Experts
Not applicable.
G. Documents
on Display
We are subject to the reporting requirements of the United States
Securities Exchange Act of 1934, as amended, as applicable to “foreign private issuers” as defined in Rule 3b-4 under the
Exchange Act, and in accordance therewith, we file annual and interim reports and other information with the SEC.
71
As a foreign private issuer, we are exempt from certain provisions
of the Exchange Act. Accordingly, our proxy solicitations are not subject to the disclosure and procedural requirements of Regulation
14A under the Exchange Act and transactions in our equity securities by our officers and directors are exempt from reporting and the “short-swing”
profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file
periodic reports and financial statements as frequently or as promptly as United States companies whose securities are registered under
the Exchange Act. However, we make available on our website www.tat-technologies.com,
our annual audited financial statements, which have been examined and reported on, with an opinion expressed by an independent public
accounting firm, and we intend to file reports with the SEC on Form 6-K containing unaudited financial information for the first three
quarters of each fiscal year.
This annual report on Form 20-F and the exhibits thereto and any
other document we file pursuant to the Exchange Act may be inspected without charge and copied at prescribed rates at the following SEC
public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549; and on the SEC website (http://www.sec.gov) and on our
website www.tat-technologies.com. You may obtain information on the operation of the SEC’s
public reference room in Washington, D.C. by calling the SEC at 1-800-SEC-0330. The Exchange Act file number for our SEC filings is 0-16050.
In addition, since August 16, 2005, we are also listed on the TASE.
From such date we submit copies of all our filings with the SEC to the ISA and TASE. Such copies can be retrieved electronically through
the TASE internet messaging system (www.maya.tase.co.il) and, in addition, through the
MAGNA distribution site of the ISA (www.magna.isa.gov.il).
The documents concerning our company which are referred to in this
annual report may also be inspected at our offices located at Re’em Industrial Park Neta, Boulevard Bnei Ayish, Gedera, Israel.
H. Subsidiary
Information
Not applicable.
Item 11. Quantitative
and Qualitative Disclosures about Market Risk
We do not own and have not issued any market risk sensitive instruments
about which disclosure is required to be provided pursuant to this Item.
Effects of Currency Exchange Fluctuations
Our financial statements are stated in dollars, while a portion
of our expenses, primarily labor expenses, is incurred in NIS and a part of our revenues are quoted in NIS. Additionally, certain assets,
as well as a portion of our liabilities, are denominated in NIS. As a result, our operations may be affected by fluctuations of the U.S.
dollar/NIS exchange rate. We are hedging a portion of our exchange rate risk through forward transactions and the use of other derivative
instruments.
Item 12. Description
of Securities Other than Equity Securities
Not Applicable.
72
PART II
Item 13. Defaults,
Dividend Arrearages and Delinquencies
None.
Item 14. Material
Modifications to the Rights of Security Holders
None.
Item 15. Controls
and Procedures
| (a) |
Disclosure Controls and Procedures |
We maintain disclosure controls and procedures that are designed
to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our chief
executive officer and chief financial officer to allow timely decisions regarding required disclosure. Our management, including our chief
executive officer and chief financial officer, conducted an evaluation of our disclosure controls and procedures, as defined under Exchange
Act Rule 13a-15(e), as of the end of the period covered by this annual report on Form 20-F. Based upon that evaluation, our chief executive
officer and chief financial officer have concluded that, as of such date, our disclosure controls and procedures were effective.
| (b) |
Management's Annual Report on Internal Control over Financial Reporting |
Our management is responsible for establishing and maintaining
adequate internal control over our financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and
principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and procedures that:
| • |
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
the assets of the company; |
| • |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and |
| • |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of the company’s
assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting
as of December 31, 2022. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that assessment, our management concluded
that as of December 31, 2022, our internal control over financial reporting is effective.
73
| (c) |
Attestation report of independent registered public accounting firm |
This annual report does not include an attestation report of our independent registered
public accounting firm regarding internal control over financial report. Management’s report was not subject to attestation by our
independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in
this annual report.
(d)
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting
that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
Item 16. [Reserved]
Item 16A.
Audit Committee Financial Expert
Our board of directors has determined that each member of our audit
committee each of whom also qualifies as independent director, meets the definition of an audit committee financial expert, as defined
by rules of the SEC. For a brief listing of the relevant experience of the member of our audit committee, see Item 6.A. “Directors,
Senior Management and Employees — Directors and Senior Management.”
Item 16B.
Code of Ethics
We have adopted a code of ethics that applies to our chief executive
officer and all senior financial officers of our company, including the chief financial officer, chief accounting officer or controller,
or persons performing similar functions. The code of ethics is publicly available on our website at www.tat-technologies.com.
Written copies are available upon request. If we make any substantive amendment to the code of ethics or grant any waivers, including
any implicit waiver, from a provision of the codes of ethics, we will disclose the nature of such amendment or waiver on our website.
Item 16C.
Principal Accountant Fees and Services
Fees Paid to Independent Public Accountant
The following table sets forth, for each of the years indicated,
the fees paid to our principal independent registered public accounting firm. All of such fees were pre-approved by our audit committee.
|
Year Ended December 31, |
||||||||
|
Services Rendered |
2022 |
2021 |
||||||
|
Audit (1) |
$ |
248,524 |
$ |
192,834 |
||||
|
Tax (2) |
23,262 |
17,685 |
||||||
|
Total |
$ |
271,786 |
$ |
210,519 |
||||
| (1) |
Audit fees are for audit services for each of the years shown in the table, including fees associated with the annual audit and reviews
of our quarterly financial results, consultations on various accounting issues and audit services provided in connection with other statutory
or regulatory filings. |
| (2) |
Tax fees relate to professional services rendered for tax compliance and tax advice. These services include assistance regarding
international and Israeli taxation. |
74
Pre-Approval Policies and Procedures
Our audit committee has adopted a policy and procedures for the
pre-approval of audit and non-audit services rendered by our independent registered public accounting firm Kesselman Kesselman,
a member of PricewaterhouseCoopers International Ltd. Pre-approval of an audit or non-audit service may be given as a general pre-approval,
as part of the audit committee’s approval of the scope of the engagement of our independent auditor, or on an individual basis.
Any proposed services exceeding general pre-approved levels also require specific pre-approval by our audit committee. The policy
prohibits retention of the independent public accountants to perform the prohibited non-audit functions defined in Section 201 of the
Sarbanes-Oxley Act or the rules of the SEC, and also requires the audit committee to consider whether proposed services are compatible
with the independence of the public accountants.
Item 16D.
Exemptions from the Listing Standards for Audit Committee
Not Applicable.
Item 16E.
Purchase of Equity Securities By The Issuer and Affiliated Purchasers
Not Applicable.
Item 16F.
Change in Registrant’s Certifying Accountant.
Not Applicable.
Item 16G.
Corporate Governance
The following are the significant ways in which our corporate governance
practices differ from those followed by United States companies under Nasdaq rules:
Shareholder Approval. Although
Nasdaq rules generally require shareholder approval of equity compensation plans and material amendments thereto, we follow Israeli Companies
Law, which is to have such plans and amendments approved only by the board of directors, unless such arrangements are for the compensation
of directors, Chief Executive Officer or a transaction with the controlling shareholder, in which case they also require the approval
of the compensation committee and the shareholders.
In addition, rather than follow Nasdaq rules requiring shareholder
approval for the issuance of securities in certain circumstances, we follow Israeli law, under which a private placement of securities
requires approval by our board of directors and shareholders if it will cause a person to become a controlling shareholder (generally
presumed at 25% ownership) or if:
| o |
The securities issued amount to 20% or more of our outstanding voting rights before the issuance; |
| o |
Some or all of the consideration is other than cash or listed securities or the transaction is not in accordance with market terms;
and |
| o |
The transaction will increase the relative holdings of a shareholder that holds 5% or more of our outstanding share capital or voting
rights or that it will cause any person to become, as a result of the issuance, a holder of more than 5% of our outstanding share capital
or voting rights. |
Annual Reports. While
NASDAQ rules generally require that companies send an annual report to shareholders prior to the annual general meeting, we follow the
generally accepted business practice for companies in Israel. Specifically, we file annual reports on Form 20-F, which contain financial
statements audited by an independent registered public accounting firm, electronically with the SEC and post a copy on our website.
75
PART III
Item 17. Financial
Statements
We have elected to furnish financial statements and related information
specified in Item 18.
Item 18. Financial
Statements
|
Consolidated Financial Statements of the Company |
Page |
|
Report of Independent Registered Public Accounting Firm (PCAOB
ID Number 1309) |
F-3 |
|
Consolidated Balance Sheets |
F-4-F-5 |
|
Consolidated Statements of Operations |
F-6-F-7 |
|
Consolidated Statements of Comprehensive Income (Loss)
|
F-8 |
|
Consolidated Statements of Changes in Shareholders' Equity
|
F-9 |
|
Consolidated Statements of Cash Flows |
F-10-F11 |
|
Notes to Consolidated Financial Statements |
F-12 |
76
Item 19. Exhibits
The following exhibits are filed as a part of this Annual Report:
| 4.2 |
Agreement dated February 10, 2000, by and between the Registrant and TAT Industries Ltd. (English summary translation) (2)
|
| 4.3 |
| 4.4 |
| 4.5 |
| 4.6 |
| 4.7 |
| 4.8 |
| 4.9 |
| 12.1 |
| 12.2 |
| 13.1 |
| 13.2 |
| 14.1 |
77
|
101.INS |
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 Definition Linkbase Document. |
|
|
|
|
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
|
|
|
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
_________________
| (1) |
Filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 1992, and incorporated herein
by reference. |
| (2) |
Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 1999, and incorporated
herein by reference. |
| (3) |
Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2006, and incorporated
herein by reference. |
| (4) |
Filed as an exhibit to the Registrant’s Registration Statement on Form F-4 filed on May 7, 2009 and incorporated herein by
reference. |
| (5) |
Filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2007, and incorporated herein
by reference. |
| (6) |
Filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2010, and incorporated herein
by reference. |
| (7) |
Filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2012, and incorporated herein
by reference. |
| (8) |
Filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2013, and incorporated herein
by reference. |
| (9) |
Filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2014, and incorporated herein
by reference. |
78
SIGNATURES
The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
TAT TECHNOLOGIES LTD. | ||
|
By: |
/s/ Ehud Ben-Yair | |
|
Ehud Ben-Yair | ||
|
Chief Financial Officer
(Principal Accounting Officer) | ||
|
Date: March 29, 2023 |
||
79
TAT TECHNOLOGIES LTD.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2022
TAT TECHNOLOGIES LTD.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2022
INDEX
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm (PCAOB ID Number
|
F-3
|
|
F-4-F-5
|
|
|
F-6-F-7
|
|
|
F-8
|
|
|
F-9
|
|
|
F-10-F11
|
|
|
F-12
|
F - 2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of TAT Technologies Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of TAT Technologies Ltd. and its subsidiaries (the "Company") as of December 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income (loss), of changes in shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Inventory - Write down of obsolete and unmarketable inventory
As described in Notes 2 and 4 to the consolidated financial statements, the Company's consolidated inventory balance was $45,759 thousand as of December 31, 2022. The Company writes down its inventory for estimated obsolescence and unmarketable inventory equal to the difference between the cost of inventory and net realizable value based upon assumptions for future demand and market conditions. Changes in these assumptions could have a significant impact on the inventory's valuation.
The principal considerations for our determination that performing procedures relating to the write down of obsolete and unmarketable inventory is a critical audit matter were based on the significant judgement used by management when determining the assumptions relating to the future demand, market conditions, and sales forecasts. This in turn led to a high degree of auditor judgement, subjectivity and effort in performing procedures and evaluating management's significant assumptions related to future demand and market conditions.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others: (i) utilizing historical inventory usage data to analyze the relationship between the inventory impairment calculated, the inventory on hand, and the sales over time; (ii) evaluating management’s ability to accurately estimate future demand by comparing actual inventory usage to estimates made in prior years; (iii) comparison of management’s assumptions related to market conditions to available external market data for a sample of inventory items; (iv) evaluating the accuracy of the impairment by selecting a sample of inventory items and evaluating supporting documentation regarding current and historical sales patterns; (v) assessing whether management's assumptions related to future demand and market conditions were consistent with evidence obtained in other areas of the audit.
|
|
/s/
|
|
March 29, 2023
|
Certified Public Accountants (lsr.)
|
|
A member firm of PricewaterhouseCoopers International Limited
|
We have served as the Company's auditor since 2009.
F - 3
|
TAT TECHNOLOGIES LTD. |
|
|
|
CONSOLIDATED BALANCE SHEETS |
|
U.S dollars in thousands |
|
December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Accounts receivable, net of allowance for credit losses of $
and $
|
|
|
||||||
|
Other current assets and prepaid expenses
|
|
|
||||||
|
Inventory, net
|
|
|
||||||
|
Total current assets
|
|
|
||||||
|
NON-CURRENT ASSETS:
|
||||||||
|
Restricted deposit
|
|
|
||||||
|
Investment in affiliates
|
|
|
||||||
|
Funds in respect of employee rights upon retirement
|
|
|
||||||
|
Deferred income taxes
|
|
|
||||||
|
Property, plant and equipment, net
|
|
|
||||||
|
Operating lease right of use assets
|
|
|
||||||
|
Intangible assets, net
|
|
|
||||||
|
Total non-current assets
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 4
|
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
CONSOLIDATED BALANCE SHEETS |
|
U.S dollars in thousands, except share data |
|
December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
LIABILITIES AND EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Current maturities of long-term loans
|
$
|
|
$
|
|
||||
|
Credit line from bank
|
|
|
||||||
|
Accounts payable
|
|
|
||||||
|
Accrued expenses and other
|
|
|
||||||
|
Operating lease liabilities
|
|
|
||||||
|
Provision for restructuring plan
|
|
|
||||||
|
Total current liabilities
|
|
|
||||||
|
NON-CURRENT LIABILITIES:
|
||||||||
|
Long-term loans
|
|
|
||||||
|
Liability in respect of employee rights upon retirement
|
|
|
||||||
|
Operating lease liabilities
|
|
|
||||||
|
Total non-current liabilities
|
|
|
||||||
|
COMMITMENTS AND CONTINGENCIES (NOTE 15)
|
||||||||
|
Total liabilities
|
|
|
||||||
|
EQUITY:
|
||||||||
|
Ordinary shares of NIS |
||||||||
|
Authorized:
Issued:
Outstanding: |
|
|
||||||
|
Additional paid-in capital
|
|
|
||||||
|
Treasury shares, at cost,
|
(
|
)
|
(
|
)
|
||||
|
Accumulated other comprehensive income (loss)
|
(
|
)
|
|
|||||
|
Retained earnings
|
|
|
||||||
|
Total shareholders' equity
|
|
|
||||||
|
Total liabilities and shareholders' equity
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 5
TAT TECHNOLOGIES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S dollars in thousands
|
Year ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Revenue:
|
||||||||||||
|
Products
|
$
|
|
$
|
|
$
|
|
||||||
|
Services
|
|
|
|
|||||||||
|
|
|
|
||||||||||
|
Cost of revenue, net:
|
||||||||||||
|
Products
|
|
|
|
|||||||||
|
Services
|
|
|
|
|||||||||
|
|
|
|
||||||||||
|
Gross profit
|
|
|
|
|||||||||
|
Operating expenses:
|
||||||||||||
|
Research and development, net
|
|
|
|
|||||||||
|
Selling and marketing, net
|
|
|
|
|||||||||
|
General and administrative, net
|
|
|
|
|||||||||
|
Other (income) expenses
|
(
|
)
|
(
|
)
|
|
|||||||
|
Restructuring expenses, net
|
|
|
|
|||||||||
|
|
|
|
||||||||||
|
Operating (loss)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Interest expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Other financial income (expenses), net
|
|
|
(
|
)
|
(
|
)
|
||||||
|
Income (loss) before taxes on income (tax benefit)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Taxes on income (tax benefit)
|
|
(
|
)
|
(
|
)
|
|||||||
|
Loss before share of equity investment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Share in profit (losses) of equity investment of affiliated companies
|
|
(
|
)
|
(
|
)
|
|||||||
|
Net loss from continued operation
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
The accompanying notes are an integral part of the consolidated financial statements.
F - 6
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S dollars in thousands, except share and per share data
| Year ended December 31, | ||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Net income (loss) from discontinued operation
|
|
$
|
|
$
|
(
|
)
|
||||||
|
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Net loss per share basic and diluted from continued operation
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Net income (loss) per share basic and diluted from discontinued operation
|
-
|
$
|
|
$
|
(
|
)
|
||||||
|
Net loss per share basic and diluted
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Weighted average number of shares outstanding:
|
||||||||||||
|
Basic and diluted
|
|
|
|
|||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 7
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
U.S dollars in thousands
|
Year ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020 | ||||||||||
|
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Other comprehensive income (loss), net
|
||||||||||||
|
Net unrealized gains (losses) from derivatives
|
(
|
)
|
(
|
)
|
|
|||||||
|
Reclassification adjustments for loss (gains) from derivatives included in net income
|
|
(
|
)
|
(
|
)
|
|||||||
|
Total other comprehensive income (loss)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Total comprehensive loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
The accompanying notes are an integral part of the consolidated financial statements.
F - 8
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
U.S dollars in thousands, except share data
|
Ordinary shares
|
Additional |
Accumulated
other
|
||||||||||||||||||||||||||
|
Number of
shares issued
|
Amount
|
paid-in
capital
|
comprehensive
income (loss)
|
Treasury
shares
|
Retained
earnings
|
Total
equity
|
||||||||||||||||||||||
|
BALANCE AT DECEMBER 31, 2019
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
||||||||||||||
|
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2020:
|
||||||||||||||||||||||||||||
|
Comprehensive loss
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
|
Share based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
BALANCE AT DECEMBER 31, 2020
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
|
$
|
|
|||||||||||||||
|
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2021:
|
||||||||||||||||||||||||||||
|
Comprehensive loss
|
-
|
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||
|
Share based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
BALANCE AT DECEMBER 31, 2021
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
|
$
|
|
|||||||||||||||
|
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2022:
|
||||||||||||||||||||||||||||
|
Comprehensive loss
|
-
|
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||
|
Exercise of Options
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Share based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
BALANCE AT DECEMBER 31, 2022
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 9
|
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
U.S. dollars in thousands |
|
Year ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net income (loss) from continued operations
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||||||
|
Depreciation and amortization
|
|
|
|
|||||||||
|
Loss (gain) from change in fair value of derivatives
|
|
(
|
)
|
(
|
)
|
|||||||
|
Change in operating right of use asset and operating leasing liability
|
(
|
)
|
(
|
)
|
|
|||||||
|
Lease modification
|
|
(
|
)
|
|
||||||||
|
Increase (decrease) in restructuring plan provision
|
(
|
)
|
|
|
||||||||
|
Change in provision for doubtful accounts
|
|
|
(
|
)
|
||||||||
|
Share in results of affiliated companies
|
(
|
)
|
|
|
||||||||
|
Share based compensation
|
|
|
|
|||||||||
|
Liability in respect of employee rights upon retirement
|
(
|
)
|
|
(
|
)
|
|||||||
|
Impairment of intangible assets
|
|
|
|
|||||||||
|
Impairment of fixed assets
|
|
|
|
|||||||||
|
Capital gain from sale of property, plant and equipment
|
(
|
)
|
(
|
)
|
|
|||||||
|
Deferred income taxes, net
|
|
(
|
)
|
(
|
)
|
|||||||
|
Government loan forgiveness
|
|
(
|
)
|
|
||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Decrease (increase) in trade accounts receivable
|
(
|
)
|
(
|
)
|
|
|||||||
|
Decrease (increase) in other current assets and prepaid expenses
|
(
|
)
|
(
|
)
|
|
|||||||
|
Decrease (increase) in inventory
|
(
|
)
|
(
|
)
|
|
|||||||
|
Increase (decrease) in trade accounts payable
|
|
|
(
|
)
|
||||||||
|
Increase (decrease) in accrued expenses
|
|
(
|
)
|
(
|
)
|
|||||||
|
Increase (decrease) in other long-term liabilities
|
(
|
)
|
|
(
|
)
|
|||||||
|
Net cash provided by (used in) operating activities from continued operation
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
|
Proceeds from sale of property and equipment
|
|
|
|
|||||||||
|
Purchase of property and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Purchase of intangible assets
|
|
(
|
)
|
(
|
)
|
|||||||
|
Net cash used in continued investing activities
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
The accompanying notes are an integral part of the consolidated financial statements.
F - 10
|
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
U.S. dollars in thousands |
|
Year ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Repayments of long-term loans
|
(
|
)
|
|
|
||||||||
|
Short-term credit received from banks
|
|
|
|
|||||||||
|
Proceeds from long-term loans received
|
|
|
|
|||||||||
|
Exercise of options
|
|
|
|
|||||||||
|
Net cash provided by continued financing activities
|
$
|
|
$
|
|
$
|
|
||||||
|
CASH FLOWS FROM DISCONTINUED ACTIVITIES:
|
||||||||||||
|
Net cash provided by operating activities
|
|
|
|
|||||||||
|
Net cash provided by (used in) discontinued activities
|
|
$
|
|
$
|
|
|||||||
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
|
(
|
)
|
(
|
)
|
|
|||||||
|
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR
|
|
|
|
|||||||||
|
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR
|
|
|
|
|||||||||
|
SUPPLEMENTARY INFORMATION ON INVESTING ACTIVITIES NOT INVOLVING CASH FLOW:
|
||||||||||||
|
Purchase of property, plant and equipment on credit
|
$
|
|
$
|
|
$
|
|
||||||
|
Additions of operating lease right-of-use assets and operating lease liabilities
|
$
|
|
$
|
|
$
|
|
||||||
|
Classification inventory to property, plant and equipment
|
|
$
|
|
|
||||||||
|
Capital contribution to equity method investee
|
$
|
|
|
|
||||||||
|
Supplemental disclosure of cash flow information:
|
||||||||||||
|
Interest paid
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Income taxes received (paid), net
|
|
$
|
|
$
|
(
|
)
|
||||||
The accompanying notes are an integral part of the consolidated financial statements
F - 11
|
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
U.S. dollars in thousands
|
| NOTE 1 - |
GENERAL
|
| a. |
TAT Technologies Ltd., (“TAT” or the “Company”) an Israeli corporation, incorporated in 1985, is a leading provider of solutions and services to the aerospace and defense industries, focused mainly on the following four segments: (i) original equipment manufacturing (“OEM”) of heat transfer solutions and aviation accessories mainly through our Kiryat Gat facility and our Limco subsidiary; (ii) MRO (“Maintenance Repair and Overhaul”) services for heat transfer components and OEM of heat transfer solutions through Limco Airepair Inc our wholly-owned subsidiary; (iii) MRO services for aviation components (mainly Auxiliary Power Unit “APU” and Landing Gear “LG”) through Piedmont Aviation Component Services LLC our wholly-owned subsidiary; and (iv) overhaul and coating of jet engine components through Turbochrome our wholly-owned subsidiary. TAT targets the commercial aerospace (serving a wide range of types and sizes of commercial and business jets), military aerospace and ground defense sectors. TAT’s shares are listed on both the NASDAQ (TATT) and Tel-Aviv Stock Exchange.
In June 2020, the Company's management decided to discontinue the JT8D engine blades reconditioning activity which belong to “overhaul and coating of jet engine components” segment as part of a strategic change, see Note 18. |
In March 2021, the Company announced a restructuring plan which includes the transfer of the Company's activity of “OEM of heat transfer solutions and aviation accessories” in Gedera to our activity of “MRO services for heat transfer components and OEM of heat transfer solutions” in Tulsa, Oklahoma and to our “overhaul and coating of jet engine components” activity in Kiryat Gat, see Note 9.
During the years 2020 and 2021 the COVID-19 pandemic had an adverse effect on our industry and the markets in which we operate. The COVID-19 outbreak has significantly impacted the aviation market in which TAT’s customers operate and has resulted in a reduction of TAT’s business with some of these customers. Global supply shortages emerged for certain products, leading to delays in delivery schedule. Additionally, recent cost inflation stemming from the pandemic may lead to higher material and labor costs. We actively monitor and respond to the changing conditions created by the pandemic, with focus on prioritizing the health and safety of our employees, dedicating resources to support our communities, and innovating to address our customers’ needs. In order to mitigate the impact of the decline in business as a result of the pandemic, TAT implemented measures to reduce its expenses, including a reduction in its headcount as well as other cost savings measures. The potential long-term impact and duration of the COVID-19 pandemic on the global economy and our business continue to be difficult to assess or predict. Related public health and safety measures have resulted in significant social disruption and have had an adverse effect on economic conditions and spending, inflation, interest rates, and business investment, all of which have affected our business.
| b. | TAT has the following wholly owned subsidiaries: Limco-Piedmont Inc. (“Limco-Piedmont”), and Turbochrome Ltd. (“Turbochrome”). Additionally, the Company holds |
On November 25, 2015, the Company signed an agreement with Russian-based Engineering Holding of Moscow (“Engineering”), to establish a new facility for the provision of services for heat transfer products. The new Company, TAT-Engineering LLC, is based in Novosibirsk’s Tolmachevo airport. TAT-Engineering, LLC shall provide services for heat transfer products. 51% of TAT-Engineering LLC's shares are held by TAT and the remaining 49 % are held by Engineering. The accounting treatment of the joint venture is based on the equity method due to variable participating rights granted to Engineering. The new entity was established in January 2016.
F - 12
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES
a.Basis of Presentation
The Group's financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP").
b.Use of estimates in the preparation of financial statement
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose the nature of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting years. Actual results could differ from those estimates.
As applicable to these financial statements, the most significant estimates and assumptions relate to: recoverability of inventory, provision for current expected credit loss and income taxes.
c. Functional currency
The majority of the company and subsidiaries are generated in U.S. dollars ("dollars") and a substantial portion of the costs of the company and each subsidiary in the Group are incurred in dollars. Accordingly, the dollar is the currency of the primary economic environment in which the Group operates and accordingly its functional and reporting currency is the dollar.
Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in currencies other than the U.S. dollar are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions and other items in the statements of income (indicated below), the following exchange rates are used: (i) for transactions - exchange rates at transaction dates or average rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization, etc.) - historical exchange rates. Currency transaction gains and losses are carried to financial income or expenses, as appropriate.
d.Principles of consolidation
The consolidated financial statements include the accounts of TAT and its subsidiaries.
Intercompany balances and transactions, including profits from intercompany sales not yet realized outside the Group, have been eliminated upon consolidation.
e.Cash and Cash equivalents
All highly liquid investments, which include short-term bank deposits, that are not restricted as to withdrawal or use. The period to maturity of which do not exceed three months at the time of investment, are considered to be cash equivalents.
F - 13
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES (CONT)
f.Accounts receivable, net
The Group’s accounts receivable balances are due from customers primarily in the airline and defense industries. Credit is extended based on evaluation of a customer’s financial condition and generally, collateral is not required. Trade accounts receivable from sales of services and products are typically due from customers within 30 - 90 days. Trade accounts receivable balances are stated at amounts due from customers net of a provision for current expected losses.
Accounts receivable have been reduced by an allowance for current expected losses. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations.
Write-off activity and recoveries for the periods presented were not material (see note 22).
g. Inventory
Inventory is measured at the lower of cost and net realizable value.
Inventories include raw materials, parts, work in progress and finished products.
Cost of raw material and parts is determined using the “moving average” basis. Cost of work in progress and finished products is calculated based on actual costs. Capitalized production costs components, mainly labor and overhead, are determined on average basis over the production period.
Since the Group sells products and services related to airplane accessories for airplanes that can be in service for 20 to 50 years, it must keep a supply of such products and parts on hand while the airplanes are in use. The Group writes down its inventory for estimated obsolescence and unmarketable inventory equal to the difference between the cost of inventory and net realizable value, which includes costs to sell based upon assumptions for future demand and market conditions.
If actual market prices are less favorable than those projected by management, inventory write-downs may be required. When inventory is written down, a new lower cost basis for that inventory is established.
F - 14
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES (CONT)
h.Property, plant and equipment
Property, plant and equipment are stated at cost, after deduction of the related investment grants, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, as follows:
|
Years |
||
|
Buildings and leasehold improvements |
|
|
|
Machinery and equipment |
|
|
|
Motor vehicles |
|
|
|
Office furniture and equipment |
|
|
|
Internal use software |
|
Leasehold improvements are included in buildings and amortized using the straight-line method over the period of the lease contract, or the estimated useful life of the asset, whichever is shorter. During 2021 the Company's management reassessed and updated the useful life of each one of the groups of fixed assets. The change in the estimated useful life was accounted for prospectively in accordance with ASC 250-10.
Capitalized Software Costs
We capitalize costs related to our internal-use software systems that have reached the application development stage. Such capitalized costs include payroll, payroll-related expenses, and external direct costs, which are directly associated with creating and enhancing internal use software. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and is ready for its intended purpose. The costs capitalized in the application development stage primarily include the costs of coding and testing of a new system or of a significant upgrade and enhancement. Costs related to preliminary project activities and post implementation activities are expensed as incurred.
Capitalized software costs are amortized on a straight-line basis over their estimated useful life.
We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Refer to Note 6 for further information.
Capitalized software costs are included in property, equipment and software, net in the consolidated balance sheet.
i. Government grants:
Grants received from the IIA for approved research and development projects are recognized at the time the Company is reasonably assured that it will be entitled to such grants, on the basis of the costs incurred and included as a deduction from research and development expenses. Due to the fact that the Company is defined as a "Traditional Industry Company", under the IIA regulations, the majority of grants are non-royalty bearing.
Government grants relating to the purchase of property, plant and equipment (refer to note 6) are presented in the statement of financial position as a deduction to the carrying amount of the asset and they are credited to profit or loss on a straight-line basis over the expected lives of the related assets.
Grants received according to the ERC and PPP plan launched by the US Government are recognized at the time the Company is reasonably assured that it will be entitled to such grants, on the basis of the costs incurred and included as a deduction from cost of revenues and operational expenses.
F - 15
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES (CONT)
j.Investment in affiliates and share in results of equity investment of affiliated companies
Investment in which the Group exercises significant influence and which is not considered a subsidiary ("affiliate") is accounted for using the equity method, whereby the Group recognizes its proportionate share of the affiliated company's net income or loss after the date of investment. See Note 5.
The Group reviews those investments for impairment whenever events indicate the carrying amount may not be recoverable. See Note 1(c).
On consolidation, transactions between the Group and the affiliate are eliminated in the amount which related to the Group's proportionate share of the affiliate.
k.Leases
The Company determines if an arrangement is a lease at inception. Balances related to operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets are recognized as the lease liability, adjusted for lease incentives received and prepayments made. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. As the Company’s leases do not provide an implicit rate, the Company’s uses its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term (see also note 2aa).
Revenue from Leasing Transactions under ASC 842
The Company accounts for certain leasing revenues in accordance with ASC 842, which qualify for operating lease treatment. For operating leases in which the Company is the lessor, lease payments are recognized as leasing revenue over the lease term on a straight-line basis. APUs engines subject to operating leases are classified as property, plant, and equipment and depreciated on a straight-line basis over the useful life, see Note 7.
l.Identified intangible assets
Identifiable intangible assets are comprised of definite lived intangible assets - customer relationships and commercial license which are amortized over
F - 16
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES (CONT)
m.Impairment of long-lived assets
Long-lived assets, including property, plant and equipment, operating lease right of use assets and definite life intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets (or asset group) may not be recoverable. In the event that the sum of the expected future cash flows (undiscounted and without interest charges) of the long-lived assets (or asset group) is less than the carrying amount of such assets, an impairment charge would be recognized and the assets (or asset group) would be written down to their estimated fair values (see also Notes 6,7 and 8).
n.Treasury Shares
Company shares held by the Company are presented as a reduction of equity at their cost to the Company. The treasury shares have no rights.
o.Revenue Recognition
The Group generates its revenues from the sale of OEM products and systems, providing MRO services (remanufacture, maintenance, repair and overhaul services and long - term service contracts) and parts services.
A contract with a customer exists only when: the parties to the contract have approved it and are committed to perform their respective obligations, the Company can identify each party’s rights regarding the distinct goods or services to be transferred (“performance obligations”), the Company can determine the transaction price for the goods or services to be transferred, the contract has commercial substance and it is probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.
Revenues are recorded in the amount of consideration to which the Company expects to be entitled in exchange for performance obligations upon transfer of control to the customer, excluding amounts collected on behalf of other third parties and sales taxes.
To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the performance obligation is satisfied.
F - 17
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES (CONT)
o.Revenue Recognition (cont.)
The Company has adopted the following exemptions and accounting policies:
a. The Company has chosen to account for shipping as a fulfillment costs, in cases in which the shipping occurs after the customer has obtained control of a good.
b. The Company has chosen not to adjust the promised amount of consideration for the effects of a significant financing component, in cases in which the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less.
c. The Company has chosen to present all sales taxes collected from customers on a net basis.
The group recognizes revenues from the sale of OEM products when it satisfies a performance obligation, i.e. when the customer obtains control of the product, typically upon shipment to the customer. The Group does not grant a right of return.
The Group recognizes revenues from MRO services over time as it satisfies its performance obligations.
Contract liabilities
Contract liabilities are mainly comprised of deferred revenues which are included under accrued expenses and other.
F - 18
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES (CONT)
p.Warranty costs
The Group provides warranties for its products and services ranging from one to three years, which vary with respect to each contract and in accordance with the nature of each specific product. According to Company's experience, most of the warranty costs incur during the first year of the contract.
The Group estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time revenue is recognized under accrued expenses on the Company’s balance sheet. The Group periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.
q.Research and development
Research and development costs, net of grants, are charged to expenses as incurred.
r.Fair value measurement
The Group measures fair value and discloses fair value measurements for financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data or active market data for similar but not identical assets or liabilities.
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
In determining fair value, the Group utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers credit risk in its assessment of fair value.
F - 19
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES (CONT)
s.Concentrations of credit risk
Financial instruments that potentially subject the Group to concentrations of credit risk consist principally of cash and cash equivalents, derivatives and accounts receivable.
Cash and cash equivalents are deposited with several major banks in Israel and the United States. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Group's cash and cash equivalents are financially sound, and that the Group has not been effected by the recent turmoil in certain banking institutions in the United States. Accordingly, minimal credit risk exists with respect to these financial instruments.
The Group's accounts receivable are derived mainly from sales to customers in the United States, Israel and Europe. The Group generally does not require collateral; however, in certain circumstances the Group may require letters of credit. Management believes that credit risks relating to accounts receivable are minimal since the majority of the Group's customers are world-leading manufacturers of aviation systems and aircrafts, international airlines, governments and air-forces, and world-leading manufacturers and integrators of defense and ground systems. In addition, the Group has relatively a large number of customers with wide geographic spread which mitigates the credit risk. The Group performs ongoing credit evaluation of its customers' financial condition. As part of the risk management, the Company purchased a credit insurance policy from a well-known insurance Company.
t.Income taxes
Income taxes are accounted for in accordance with ASC 740 "Income Taxes". This statement prescribes the use of the asset and liability method, whereby deferred tax assets and liabilities account balances are determined based on temporary differences between financial reporting and tax basis of assets and liabilities and for tax loss carry-forwards. Deferred taxes are measured using the enacted laws and tax rates that will be in effect when the differences are expected to reverse. The Group provides a valuation allowance, if it is more likely than not that a portion of the deferred income tax assets will not be realized, see Note 19(h).
Taxes which would apply in the event of disposal of investments in domestic and foreign subsidiaries have not been taken into account in computing the deferred taxes, when the Group’s intention is to hold, and not to realize the investments.
Taxes which would apply in the event of distribution of earnings from domestic and foreign subsidiaries of the Company, have been taken into account in computing the deferred taxes, when there is a possibility of future distribution of earnings from such foreign subsidiaries.
F - 20
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES (CONT)
t.Income taxes (cont.)
The Group did not provide for deferred taxes attributable to dividend distribution out of retained tax-exempt earnings from "Approved/Benefited Enterprise" plans (see Note 19(a)), since it intends to permanently reinvest them and has no intention to declare dividends out of such tax exempt income in the foreseeable future. Management considers such retained earnings to be essentially permanent in duration.
Results for tax purposes for TAT’s Israeli subsidiaries are measured and reflected in NIS.
As explained in (c) above, the consolidated financial statements are measured and presented in U.S. dollars. In accordance with ASC 740, TAT has not provided deferred income taxes on the differences resulting from changes in exchange rate and indexation.
The Group follows a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate resolution. The Group’s policy is to include interest and penalties related to unrecognized tax benefits within financial income (expense). Such liabilities are classified as long-term, unless the liability is expected to be resolved within twelve months from the balance sheet date.
u.Earnings per share
Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of shares of the Company's Ordinary Shares, par value NIS 0.9 per share outstanding for each period, net of treasury shares.
Diluted earnings (loss) per share are calculated by dividing the net income by the fully-diluted weighted-average number of ordinary shares outstanding during each period. Potentially dilutive shares include outstanding options granted to employees and directors, using the treasury stock method.
v.Share-based compensation
The Group applies ASC 718 "Stock Based Compensation" with respect to employees and directors’ options, which requires awards classified as equity awards to be accounted for using the grant-date fair value method. The fair value of share-based awards is estimated using the Black-Scholes valuation model, the payment transaction is recognized as expense over the requisite service period, net of estimated forfeitures. The Company estimates forfeitures based on historical experience and anticipated future conditions.
The Group recognizes compensation cost for an award with only service conditions that has a graded vesting schedule using the accelerated method over the requisite service period for the entire award.
F - 21
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES (CONT)
w.Comprehensive income (loss)
Comprehensive income in 2022, 2021 and 2020 includes, in addition to net income or loss, gains and losses of derivatives designated for cash flow hedge accounting (net of related taxes where applicable).
Reclassification adjustments for gain or loss of derivatives are included in the relevant line item in the statement of income. See also Note 2 (z).
x.Contingencies
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Group but which will only be resolved when one or more future events occur or fail to occur. The Group’s management assesses such contingent liabilities and estimated legal fees. Such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Group or unasserted claims that may result in such proceedings, the Group’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
Management applies the guidance in ASC 450-20-25 when assessing losses resulting from contingencies. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is recorded as accrued expenses in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material are disclosed.
Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
F - 22
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES (CONT)
y.Derivatives and hedging
The Company carries out transactions involving foreign currency exchange derivative financial instruments. The transactions are designed to hedge the Company’s exposure in currencies other than the U.S. dollar. Derivatives are recognized at fair value as either assets or liabilities in the consolidated balance sheets in accordance with ASC Topic 815, “Derivatives and Hedging”.
For derivative instruments that are designated and qualify as a cash-flow hedge, the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the anticipated transaction in the same period or periods during which the hedged transaction affects earnings.
If a derivative does not meet the definition of a cash flow hedge, the changes in the fair value are included in "financial expense (income), net".
For derivative instruments that qualify for hedge accounting, the cash flows associated with these derivatives are reported in the consolidated statements of cash flows consistently with the classification of the cash flows from the underlying hedged items that these derivatives are hedging.
z.Restructuring Costs
Restructuring costs have been recorded in connection with TAT’s restructuring plan announced in March 2021. Following this decision and in anticipation of ongoing efficiency measures in our business, TAT’s management has made estimates and judgments regarding future plans, mainly related to employee termination benefit costs. Management also assesses the recoverability of long-lived assets employed in the business. In certain instances, asset lives have been shortened based on changes in the expected useful lives of the affected assets. Asset-related impairments and employee's severance and other related costs are reflected within asset impairments of fixed assets, provision for restructuring plan and restructuring expenses.
aa.Recently Issued Accounting Principles:
Recently adopted accounting pronouncements:
(1)In n November 2021, the FASB issued ASU 2021-10 “Government Assistance (Topic 832),” which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. The Company applied the guidance prospectively to all in-scope transactions beginning fiscal year 2022. The adoption of this guidance did not have a material impact on the Company’s financial statements.
F - 23
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 3 - |
FAIR VALUE MEASUREMENT
|
Recurring Fair Value Measurements
The Group measures fair value and discloses fair value measurements for financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The Company's financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments:
|
December 31, 2022
|
||||||||||||||||
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
|
Liability:
|
||||||||||||||||
|
Derivative financial instruments
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
||||||||
|
December 31, 2021
|
||||||||||||||||
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
|
Assets:
|
||||||||||||||||
|
Derivative financial instruments
|
|
$
|
|
|
$
|
|
||||||||||
| a. |
Derivative financial instruments:
The Company hedges the foreign currency risk arising from probable forecasted Israeli Shekel ("ILS") expenses as part of its risk management policy. The risk management objective is to hedge the foreign currency exchange rate fluctuations associated with ILS denominated forecasted probable expenses according to the Company's hedging policy. The majority of the ILS exposure arises from expected related salary expenses. The Company enters into contracts for derivative financial instruments forward contracts in order to execute its policy. Such derivatives are recognized at fair value. The fair value of forward contracts is calculated as the difference between the forward rate on valuation date and the forward rate on the original forward contract, multiplied by the transaction's notional amount. At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The hedge effectiveness is assessed at the end of each reporting period.
The effective portion and the ineffective portion of the gain or loss on the hedging instrument is recognized as other comprehensive income (loss).
The effective portion is determined by looking into changes in spot exchange rate.
The change in fair value attributable to changes other than those due to fluctuations in the spot exchange rate are excluded from the assessment of hedge effectiveness and are recognized in the statement of income under financial expenses-net.
|
F - 24
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 3 - |
FAIR VALUE MEASUREMENT (CONT)
|
For derivative instruments that are designated and qualify as a cash-flow hedge, the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the anticipated transaction in the same period or periods during which the hedged transaction affects earnings.
For derivative instruments that qualify for hedge accounting, the cash flows associated with these derivatives are reported in the consolidated statements of cash flows consistently with the classification of the cash flows from the underlying hedged items that these derivatives are hedging.
As of December 31, 2022, and 2021, the Company has open call options and open put options with a notional total amount of $7,774 and $8,458 , respectively.
The carrying amounts of financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of their short maturities.
| NOTE 4 - |
INVENTORY
|
Inventory is composed of the following:
|
December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Raw materials and components
|
$
|
|
$
|
|
||||
|
Work in progress
|
|
|
||||||
|
Spare parts
|
|
|
||||||
|
Finished goods
|
|
|
||||||
|
Total inventory (**)
|
$
|
|
$
|
|
||||
(**) The total amount of Rotables included in the Company spare parts inventory for the years ended December 31, 2022 and 2021 were $8,193 and $8,623 , respectively.
Inventories write down expenses due to slow inventory amounted to $1,284 , $624 and $769 for the years ended December 31, 2022, 2021 and 2020, respectively.
The Company maintains a wide range of exchangeable units and other spare parts related to its products and services in various locations. Due to the long lead time of its suppliers and manufacturing cycles, the Company needs to forecast demand and commit significant resources towards these inventories. As such, the Company is subject to risks including excess inventory no longer relevant.
F - 25
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 5 - |
INVESTMENT IN AFFILIATES
|
On November 25, 2015, the Company signed an agreement with Russian-based Engineering Holding of Moscow (“Engineering”), to establish a new facility for the provision of services for heat transfer products. The new Company, TAT-Engineering LLC, is based in Novosibirsk’s Tolmachevo airport. TAT-Engineering, LLC shall provide services for heat transfer products. 51 % of TAT-Engineering LLC's shares are held by TAT and the remaining 49 % are held by Engineering. The accounting treatment of the joint venture is based on the equity method due to variable participating rights granted to Engineering. The new entity was established in January 2016.
Summarized financial information of TAT-Engineering LLC:
|
December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Balance sheets:
|
||||||||
|
Current assets
|
$
|
|
$
|
|
||||
|
Non-current assets
|
|
|
||||||
|
Current liabilities
|
|
|
||||||
|
Year ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Statements of operation:
|
||||||||||||
|
Revenues
|
$
|
|
$
|
|
$
|
|
||||||
|
Gross profit (loss)
|
|
(
|
)
|
(
|
)
|
|||||||
|
Net income (loss)
|
|
(
|
)
|
(
|
)
|
|||||||
|
Net income (losses) attributable to the Company
|
|
(
|
)
|
(
|
)
|
|||||||
| NOTE 6 - |
PROPERTY, PLANT AND EQUIPMENT, NET
|
Composition of assets, grouped by major classifications, is as follows:
|
December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Cost:
|
||||||||
|
Land and buildings
|
$
|
|
$
|
|
||||
|
Machinery and equipment
|
|
|
||||||
|
Motor vehicles
|
|
|
||||||
|
Office furniture and equipment
|
|
|
||||||
|
Internal use software
|
|
|
||||||
|
|
|
|||||||
|
Less: Accumulated depreciation
|
|
|
||||||
|
Depreciated cost
|
$
|
|
$
|
|
||||
F - 26
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 6 - |
PROPERTY, PLANT AND EQUIPMENT, NET (CONT)
|
Depreciation expenses amounted to $3,500 , $4,718 and $3,960 for the years ended December 31, 2022, 2021 and 2020, respectively. During 2021, as part of the Company's restructuring plan and departure from Gedera's facility, the Company wrote off leasehold improvement assets in total amount of $1.8 million, out of this amount $600 was recognized as restructuring expenses due to impairment in OEM of heat transfer solutions and aviation accessories business unit which exanimated following the Company's restructuring plan announcement in March 2021. In addition, in 2021 $1.2 million recognized in cost of sales as an acceleration of amortization due to change in useful life of leasehold improvements assets.
| NOTE 7 - |
LEASES
|
During 2021 the Company start to provided to the Company’s customers leasing services of APU engines. The results are reported as part of the Company's activity in MRO services for aviation components. The revenues from the lease services amounted to $6.8 and $2.7 million for the years ended December 31, 2022 and 2021 respectively.
Lease commitments:
Limco-Piedmont leases some of its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements. The leases expire at various dates through , certain leases contain renewal options as defined in the agreements.
TAT leases its factory in Gedera from TAT Industries until the end of . In December 2021 the TAT and the landlord agreed on the settlement conditions which signed on January 10, 2022. Pursuant to such agreement, it was agreed that TAT will vacate the facility in Gedera on March 31, 2022. Due to the execution of such agreement, the Company wrote off operating ROU assets of $1.8 million and lease liability of $3.3 million as of December 31, 2021. Net income resulting from the write-off of such lease assets and liability was recognized as operating restructuring expenses.
The lease cost was as follows:
|
Year ended December 31, 2022 |
Year ended December 31, 2021 |
|||||||
|
Operating lease expenses |
|
|
||||||
F - 27
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 7 -LEASES (CONT)
Supplemental cash flow information related to leases was as follows:
|
Year ended December 31, 2022 |
Year ended December 31, 2021 |
|||||||
|
Operating cash flows from operating leases |
|
|
||||||
|
Right-of-use assets obtained in exchange for lease obligations (non-cash) |
|
|
||||||
Supplemental balance sheet information related to operating leases is as follows:
|
December 31, 2022 |
December 31, 2021 |
|||||||
|
Operating Leases |
||||||||
|
Operating lease right-of-use assets |
|
|
||||||
|
|
||||||||
|
Current operating lease liabilities |
|
|
||||||
|
Non-current operating lease liabilities |
|
|
||||||
|
Total operating lease liabilities |
|
|
||||||
|
|
||||||||
|
Weighted Average Remaining Lease Term |
||||||||
|
Operating leases - Israel |
|
|
||||||
|
Operating leases – United States |
|
|
||||||
|
Weighted Average discount rate |
||||||||
|
Operating leases - Israel |
|
% |
|
% |
||||
|
Operating leases – United States |
|
% |
|
% |
||||
F - 28
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 7 -LEASES (CONT)
As of December 31, 2022, the maturities of lease liabilities were as follows:
|
Year |
Amount |
|||
|
2023 |
|
|
||
|
2024 |
|
|||
|
2025 |
|
|||
|
2026 |
|
|||
|
2027 and after |
|
|||
|
Total lease payments |
|
|||
|
Less imputed interest |
( |
) |
||
|
Total |
$ |
|
||
NOTE 8 -INTANGIBLE ASSETS
Intangible assets:
|
December 31, |
||||||||
|
2022 |
2021 |
|||||||
|
Commercial license |
||||||||
|
Cost |
$ |
|
$ |
|
||||
|
Accumulated amortization |
( |
) |
( |
) |
||||
|
Amortized cost |
$ |
|
$ |
|
||||
In September 2020, Piedmont signed a 10-year agreement for the commercial MRO services for aviation components. Under this contract Honeywell licensed Piedmont as an authorized MRO station of APU 331-20X.
Estimated amortization expenses for the five succeeding years is $
F - 29
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 9 - |
RESTRUCTURING COST
|
In 2022, the Company completed the restructuring plan announced in 2021, pursuant to which, the Company transferred its operations from its leased facility in Gedera to its facilities in Tulsa, Oklahoma and Kiryat Gat.
This transfer enables TAT to concentrate on heat exchanges activity in the United States allowing for better operational flow, getting closer to TAT’s customer base, and cutting fixed costs.
The restructuring plan has a material impact on the Company's financial statements for the year 2022 and 2021 as follows:
|
Restructuring Items
|
December 31, 2022
|
December 31, 2021
|
||||||
|
Balance sheet
|
||||||||
|
Other Provisions
|
$
|
|
$
|
|
||||
|
Investment in building and infrastructures
|
|
|
||||||
|
Investment in machinery (**)
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
|
Profit and loss
|
||||||||
|
Restructuring expenses, net
|
||||||||
|
Forfeited guarantee
|
$
|
|
$
|
|
||||
|
Employee’s termination cost
|
|
|
||||||
|
Restructuring income from lease modification
|
|
(
|
)
|
|||||
|
Restructuring expenses from asset’s impairment
|
|
|
||||||
|
Other restructuring expenses
|
|
|
||||||
|
$
|
|
$
|
|
|||||
|
Cost of sales
|
||||||||
|
Acceleration of assets depreciation expenses
|
|
$
|
|
|||||
|
Total
|
$
|
|
$
|
|
||||
* Net cash used in operating activity for restructuring expenses in 2022 was $1.7 million.
** Investment in machinery was offset by a grant of $2.7 million ($1.2 and $1.5 million in 2021 and 2022 respectively) received from the State of Oklahoma as part of a larger incentive plan granted to TAT. As part of this plan TAT Limco will be entitled to several incentives including additional grants, tax exempt and incentives and support in employee's salaries over the next 10 years.
F - 30
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 10 - |
LONG-TERM LOANS AND CREDIT LINES
|
In March 2022, TAT received a loan from a commercial bank in the amount of $3.7 million. The loan bears annual interest rate of 6.65 % (Prime Rate +0.9 %) and paid in equal monthly installment as of April 2022 through March 2029. This new loan is in addition to four previous loans received during 2020 and 2021 in an aggregate amount of $6.3 million and are guaranteed by the Israeli government. The loans bear annual interest of 7.25 % (Prime Rate +1.5 %) which are paid in equal monthly installments as of April 2021 through February 2033. An amount of $1,131 was classified to short-term loan as of December 31, 2022
During 2022, TAT received loans from a commercial bank in the US in an aggregate amount of $7.9 million. These loans are secured with a first-degree lien on the US subsidiaries equipment. The loans bear annual interest of 3.75 % and 4.2 % which are paid in equal monthly installments until 2029 and 2031. An amount of $744 was classified to short-term loan as of December 31, 2022.
In March 2022 TAT received a short-term credit line of $5 million from a commercial bank in the US, this credit line bears an annual fixed interest rate of 2.9 % and maturity date at March 2024. As of December 31, 2022 the Company have credit lines from commercial banks in the US in aggregate amount of $11 million.
The first credit line in a total amount of $6 million bear an annual interest rate of (Wall Street Prime Rate) 7.75 % and can be renewed by the end of the year for additional 12-month period. The carrying amounts of the short-term credit line is approximately fair value because of its short maturity. The credit line has financial covenants such as a) tangible net worth to total assets greater than 65 %, b) net debt to EBITDA less than 4.5, and c) minimum debt service coverage ratio greater than 1.25 .
The Company satisfied such covenants as of December 31, 2022 and 2021.
The second credit line in a total amount of $5 million bears an annual interest rate of 2.9 % for a total period of 30 months. The credit line classified as of December 31,2022 as a long-term liability with maturity date as of March 2024. The credit line has financial covenants such as a) debt service coverage ratio greater than 1.15 , b) debt to equity equal or less than 1. The Company satisfied such covenants as of December 31, 2022 and 2021.
|
Israel
|
Line of Credit
|
Gov guaranteed loans
|
Commercial loans
|
|||||||||
|
Total balance amount
|
$
|
$
|
||||||||||
|
Rate(*)
|
|
|
|
|
||||||||
|
Duration
|
|
|
||||||||||
|
|
||||||||||||
|
USA
|
||||||||||||
|
Total balance amount
|
$
|
$
|
||||||||||
|
Rate
|
|
|
|
|
||||||||
|
Duration (Years)
|
Renewal
|
|
||||||||||
Maturities on long term loans are as follows:
|
Year
|
Amount
|
|||
|
2023
|
|
|||
|
2024
|
|
|||
|
2025
|
|
|||
|
2026
|
|
|||
|
2027 and after
|
|
|||
|
$
|
|
|||
F - 31
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 11 - |
GOVERNMENT GRANTS
|
Following the ERC plan launched by the US Government in 2020, during 2022 the Company had all the indications that the Company was eligible and fully guaranteed to receive the third phase of the ERC Plan. As a result, the Company recorded $1.2 million which was recognized as a deduction from payroll cost of revenues and selling and marketing, general and administrative expenses.
As of December 31, 2022, the “other current assets and prepaid expenses” includes government grant receivable in the amount of $2 million. The full amount of grant receivable received in January 2023.
In 2021, TAT received government grants (from both the Israeli and the US government) as part of the Coronavirus Aid and Relief in a total amount of $3.6 million which was recognized as a deduction from payroll and overhead cost of revenues and operating expenses.
| NOTE 12 - |
ACCRUED EXPENSES AND OTHER
|
|
December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Employees and payroll accruals
|
$
|
|
$
|
|
||||
|
Accrued expenses
|
|
|
||||||
|
Authorities
|
|
|
||||||
|
Advances from customers
|
|
|
||||||
|
Warranty provision
|
|
|
||||||
|
Accrued royalties and rebate sales commissions
|
|
|
||||||
|
Other
|
|
|
||||||
|
$
|
|
$
|
|
|||||
F - 32
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 13 - |
RELATED PARTIES’ TRANSACTIONS AND BALANCES
|
The amounts in the table below refer to TAT-Engineering joint venture and affiliates.
Transactions:
|
Year ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Revenue -
|
||||||||||||
|
Sales to related-party Company (*)
|
$
|
|
$
|
|
$
|
|
||||||
|
Cost and expenses -
|
||||||||||||
|
Supplies from related party (*)
|
|
$
|
|
$
|
|
|||||||
Balances:
|
December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Trade receivables and other receivables (*)
|
|
$
|
|
|||||
|
Trade payables and other payables (*)
|
|
$
|
|
|||||
(*) includes mainly transactions with TAT-Engineering affiliated companies.
| NOTE 14 - |
LONG-TERM EMPLOYEE-RELATED OBLIGATIONS
|
Severance pay:
The Company and its Israeli subsidiary are required to make severance payments upon dismissal of an employee or upon termination of employment in certain circumstances. The severance payment liability to the employees (based upon length of service and the latest monthly salary - one month’s salary for each year employed) is recorded on the Company’s balance sheet under “Liability in respect of employees rights upon retirement.” The liability is recorded as if it were payable at each balance sheet date on an undiscounted basis.
According to Section 14 of the Israeli Severance Pay Law, the Israeli Company’s liability for certain employees, according to their employment agreements, make regular deposits with certain insurance companies for accounts controlled by each applicable employee in order to secure the employee’s retirement benefit obligation. The Company and its Israeli subsidiary are fully relieved from any severance pay liability with respect to each such employee after it makes the payments on behalf of the employee. The liability accrued in respect of these employees and the amounts funded, as of the respective agreement dates, are not reflected in the Company balance sheet, as the amounts funded are not under the control and management of the Company and the pension or severance pay risks have been irrevocably transferred to the applicable insurance companies (the “Contribution Plan”).
F - 33
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 14 - |
LONG-TERM EMPLOYEE-RELATED OBLIGATIONS (CONT)
|
With regard to employees that are not under the “Contribution Plan”, the liability is funded in part from the purchase of insurance policies or by the establishment of pension funds with dedicated deposits in the funds. The amounts used to fund these liabilities are included in the balance sheets under “Funds in respect of employee rights upon retirement.” These policies are the Company’s assets.
In the years ended December 31, 2022, 2021 and 2020 the Company deposited $825 , $778 and $830 respectively, with pension funds and insurance companies in connection with its severance payment obligations.
Limco-Piedmont sponsors a 401(K) safe harbor profit sharing plan covering substantially all of its employees. The plan requires the employer to contribute a match which is currently done on a payroll period basis, matching 100 % of the first 2 % and 50 % of all salary deferrals made up to the next 3%. In addition, the plan allows for a discretionary qualified non-elective contribution for the plan year. Contributions to the plan by Limco-Piedmont were $454 , $349 and $156 for the years ended December 31, 2022, 2021 and 2020, respectively.
The Group expects to contribute approximately $500 in 2023 to the pension funds and insurance companies in respect of their severance and pension pay obligations.
The amounts of severance payments, actually paid to retired employees, by TAT were $274 , $97 and $380 for the years ended December 31, 2022, 2021 and 2020.
TAT expects to pay $1,264 in future benefits to their employees during 2023 through 2032 upon their normal retirement age. The amount was determined based on the employee’s current salary rates and the number of service years that will be accumulated upon the retirement date. These amounts do not include amounts that might be paid to employees that will cease working for the Israeli Company before their normal retirement age.
|
Year
|
Amount
|
|||
|
2023
|
|
|||
|
2024
|
|
|||
|
2025
|
|
|||
|
2026
|
|
|||
|
2027
|
|
|||
|
Thereafter (through 2032)
|
|
|||
|
Total
|
$
|
|
||
F - 34
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 15 - |
COMMITMENTS AND CONTINGENCIES
|
| a. |
Commissions arrangements:
The Group is committed to pay marketing commissions ranging
|
| b. |
Royalty commitments:
|
|
(1) |
TAT is committed to pay royalties to third parties, ranging from
|
|
(2) |
Piedmont is committed to pay royalties to a third party, ranging
In addition, Piedmont is committed to pay another third-party royalty of
|
| c. |
Guarantees:
|
| (1) |
In order to secure TAT's liability to the Israeli customs, the Company provided bank guarantees in amounts of $
|
| d. |
Litigation:
|
| (1) |
On December 29, 2022, a customer filed a suit against Limco in the Northern District of Oklahoma. And Limco intend to file a counter claim with complaints each against the other on the business relationship in the last five years. While Limco intends to vigorously defend the aforementioned matter, it believes that even if there was a loss in excess of its accrued liability with respect to these claims, such loss would not be material to the business, operations and financial condition of TAT.
|
| (2) |
On July 12, 2022 TAT filed a suit against TAT Industries Ltd. In the District Court of Tel Aviv. TAT had leased the Gedera facility from TAT Industries Ltd. until the termination of the lease agreement in 2022. TAT asserts that TAT Industries Ltd. has unlawfully forfeited a bank guarantee that was granted for the benefit TAT Industries Ltd. in connection with the lease in Gedera in the amount of $
|
F - 35
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 16 - |
SHAREHOLDERS' EQUITY
|
| a. |
TAT's Ordinary shares confer upon their holders' voting rights, the right to receive dividends, if declared, and any amounts payable upon the dissolution, liquidation or winding up of the affairs of TAT.
TAT's Treasure shares have no rights.
|
| b. |
Stock option plans:
|
In November 2011, our audit committee and board of directors approved a stock option plan (the “2012 Plan”), which was subsequently approved by TAT’s shareholders, on June 28, 2012. According to the 2012 Plan an aggregate of 980,000 options exercisable into up to 980,000 ordinary shares, 0.9 NIS par value, of TAT may be granted to certain members of our board of directors and certain senior executives at an exercise price not less than the fair market value of the shares covered by the option on the date of grant.
On August 30, 2018 the Company's compensation committee, followed by the Board of Directors, approved the amended and restated Company's 2012 Plan. On October 4, 2018 the Company's amended and restated 2012 Plan was approved at the annual general meeting of shareholders. As part of the Company's 2012 Plan’s amendments it was determined that if the Company declares a cash dividend to its shareholders, and the distribution date of such dividend will precede the exercise date of an Option, including for the avoidance of doubt, Options that have yet to become vested and Options which have been granted prior to the adoption of such amendment to the Plan, the exercise price of the option shall be reduced in the amount equal to the cash dividend per share distributed by the Company.
Following the approval of TAT's audit committee and board of directors, on November 8, 2022 the Company’s shareholders approved the 2022 stock option plan (the “2022 Plan”, and together with the 2012 Plan, the “Plans”). According to the 2022 Plan an aggregate of 550,000 options exercisable into up to 550,000 ordinary shares, 0.9 NIS par value, of TAT may be granted to certain members of our board of directors and certain senior executives at an exercise price not less than the fair market value of the shares covered by the option on the date of grant
Total aggregate option pool under the Plans is 1,530,000 (*) ordinary share of the Company.
In general, the options under the Plans vest over a period of 4 years as follows: 25 % of the options vest upon the lapse of 12 months following the date of grant and the remaining 75 % vest on a quarterly basis over the remaining 3 -year period. Pursuant to the Plans, any options that are cancelled or not exercised within the option period determined in the relevant option agreement will become available for future grants.
F - 36
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 16 - |
SHAREHOLDERS' EQUITY (CONT)
|
| b. |
Stock option plans (cont.):
|
|
The grant of options to Israeli employees under the Plans is subject to the terms stipulated by Sections 102 and 102A of the Israeli Income Tax Ordinance. Each option grant is subject to the track chosen by the Company, either Section 102 or Section 102A of the Israeli Income Tax Ordinance, and pursuant to the terms thereof, the Company is not allowed to claim as an expense for tax purposes the amounts credited to employees as benefits, including amounts recorded as salary benefits in the Company’s accounts, in respect of options granted to employees under the Plans, with the exception of the work income benefit component, if any, determined on grant date. For nonemployees and for non-Israeli employees, the share option plan is subject to Section 3(i) of the Israeli Income Tax Ordinance.
As of December 31, 2022, options to purchase 675,000 ordinary shares were outstanding under the Plans, exercisable at an average exercise price of $7.17 per share.
(*) of which 1,335,132 options are approved by the Tel Aviv Stock Exchange to be allocated to grantees.
| (1) |
On October 15, 2020, pursuant to the 2012 Plan, TAT’s Board of Directors approved the grant of
|
| (2) |
On March 30, 2021, pursuant to the 2012 Plan, TAT’s Board of Directors approved the grant of
|
| (3) |
On March 30, 2021, pursuant to the 2012 Plan, TAT’s Board of Directors approved the grant of
|
| (4) |
On March 30, 2021, pursuant to the 2012 Plan, TAT’s Board of Directors approved the grant of
|
| (5) |
On March 30, 2021, pursuant to the 2012 Plan, TAT’s Board of Directors approved the grant of
|
| (6) |
On July 25, 2021, pursuant to the 2012 Plan, TAT’s Board of Directors approved the grant of
|
| (7) |
On August 30, 2021, pursuant to the 2012 Plan, TAT’s Board of Directors approved the grant of
|
| (8) |
On March 22, 2022, pursuant to the 2012 Plan, TAT’s Board of Directors approved the grant of
|
| (9) |
On May 1, 2022, pursuant to the 2012 Plan, TAT’s Board of Directors approved the grant of
|
| (10) |
On May 22, 2022, pursuant to the 2012 Plan, TAT’s Board of Directors approved the grant of
|
| (11) |
On December 1, 2022, pursuant to the 2022 Plan, TAT’s Board of Directors approved the grant of
|
F - 37
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 16 - |
SHAREHOLDERS' EQUITY (CONT)
|
| b. |
Stock option plans (cont.):
|
|
The fair value of the Company’s stock options granted under the 2012 and 2022 plan for the years ended December 31, 2022, 2021 and 2020 was estimated using the following assumptions:
|
2022
|
2021
|
2020
|
||||
|
Expected stock price volatility
|
|
|
|
|||
|
Expected option life (in years)
|
|
|
|
|||
|
Risk free interest rate
|
|
|
|
|||
|
Dividend yield
|
|
|
|
The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options. The volatility factor used in the Black-Scholes option pricing model is based on historical stock price fluctuations. The expected term of options is based on the simplified method. The Company is able to use the simplified method as the options qualify as “plain vanilla” options as defined by ASC 718-10-S99 and since the Company does not have sufficient historical exercise data to provide a reasonable basis to estimate expected term. Expected dividend yield is based upon historical and projected dividend activity and the risk-free interest rate assumption is based on observed interest rates appropriate for the expected term of the stock options granted. Following the Company's amended and restated 2012 stock plan and 2022 stock plan related to the adjustment of the exercise price in respect of dividend distribution, the dividend yield was amended to 0%.
The following table is a summary of the activity of TAT's Stock Option plan:
|
Year ended December 31,
|
Year ended December 31,
|
Year ended December 31,
|
||||||||||||||||||||||
|
2022
|
2021
|
2020
|
||||||||||||||||||||||
|
Number
of
options
|
Weighted
average
exercise
price
|
Number
of
options
|
Weighted
average
exercise
price
|
Number
of
options
|
Weighted
average
exercise
price
|
|||||||||||||||||||
|
Outstanding at the beginning of the year
|
|
$
|
|
|
$
|
|
|
$
|
|
|||||||||||||||
|
Granted
|
|
|
|
|
|
|
||||||||||||||||||
|
Forfeited
|
(
|
)
|
|
(
|
)
|
|
|
|
||||||||||||||||
|
Exercised
|
(
|
)
|
|
|
|
|
|
|||||||||||||||||
|
Outstanding at the end of the year
|
|
|
|
|
|
|
||||||||||||||||||
|
Exercisable at the end of the year
|
|
$
|
|
|
$
|
|
|
$
|
|
|||||||||||||||
The weighted-average grant-date fair value of options granted was $2.33 in 2022, $1.92 in 2021 and $1.41 in 2020. The aggregate intrinsic value for the options outstanding as of December 31, 2022, 2021 and 2020 was $0 , $0 and $0 , respectively.
As of December 31, 2022, total unrecognized compensation cost was $365 and is expected to be recognized over a weighted-average period of 3.64 years.
F - 38
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 17 - |
EARNINGS PER SHARE (“EPS”)
|
Basic and diluted earnings per share are based on the weighted average number of ordinary shares outstanding, net of treasury shares. Diluted EPS is based on those shares used in basic EPS plus shares that would have been outstanding assuming issuance of ordinary shares for all dilutive potential ordinary shares outstanding.
|
Year ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Numerator for EPS:
|
||||||||||||
|
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Denominator for EPS:
|
||||||||||||
|
Weighted average shares outstanding – basic
|
|
|
|
|||||||||
|
Dilutive shares
|
|
|
|
|||||||||
|
Weighted average shares outstanding – diluted
|
|
|
|
|||||||||
|
EPS:
|
||||||||||||
|
Basic and diluted
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
Diluted loss per share does not include 675,000 , 720,000 and 621,460 options, for the years ended December 31, 2022, 2021 and 2020 respectively because the options are anti-dilutive.
Dilutive shares are calculated using the treasury stock method and include dilutive shares from share-based employee compensation plans.
F - 39
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 18 - DISCONTINUED OPERATION
In June 2020, the Company's management decided to discontinue the JT8D engine blades reconditioning activity as part of a strategic change in its business to focus on new capabilities to provide services to newer types of engines. The discontinued operation is related to the JT8D engine blades reconditioning activity in Turbochrome, which constitute a material portion of Turbochrome’s revenues.
|
Year ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Revenue:
|
||||||||||||
|
Services
|
$
|
|
$
|
|
$
|
|
||||||
|
Cost of revenue:
|
||||||||||||
|
Services
|
|
|
|
|||||||||
|
Gross profit (loss)
|
|
|
(
|
)
|
||||||||
|
Operating expenses:
|
||||||||||||
|
Research and development, net
|
|
|
|
|||||||||
|
Selling and marketing
|
|
|
|
|||||||||
|
General and administrative
|
|
|
|
|||||||||
|
|
|
|
||||||||||
|
Operating income (loss)
|
|
(
|
)
|
(
|
)
|
|||||||
|
Financial expenses (income)
|
|
|
|
|||||||||
|
Income (loss) on disposal of discontinued operation (1)
|
|
|
(
|
)
|
||||||||
|
Net Income (loss)
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
| (1) |
During 2020, the Company wrote off total assets of $
|
F - 40
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 19 - |
TAXES ON INCOME
|
| a. |
Tax benefits under the Law for the Encouragement of Capital Investments, 1959 ("the Law"):
|
Until December 31, 2010, TAT and Turbochrome has elected to participate in the alternative package of tax benefits for its approved and benefited enterprise under the law.
Pursuant to such Law, the income derived from those enterprises will be exempt from Israeli corporate tax for a specified benefit period (except to the extent that dividends are distributed during the tax-exemption period other than upon liquidation) and subject to reduced corporate tax rates for an additional period.
In addition pursuant to a recent amendment of the Law, any distribution of dividend as of August 15, 2021 will be prorated between exempt income and taxable income. As such, upon dividend distribution, in case the company has accumulated exempt income, the companywill be obligated to pay the corporate income tax it was exempted from with respect to the exempt profits portion.
Preferred Enterprises
Additional amendments to the Law became effective in January 2011 (the “2011 Amendment”). Under the 2011 Amendment, income derived by ‘Preferred Companies’ from ‘Preferred Enterprises’ (both as defined in the 2011 Amendment) would be subject to a uniform rate of corporate tax as opposed to the incentives that are limited to income from Approved or Benefiting Enterprises during their benefits period. According to the 2011 Amendment, the uniform tax rate on such income, referred to as ‘Preferred Income’, would be 6 % in areas in Israel that are designated as Development Zone A and 12 % elsewhere in Israel. Dividends distributed from taxable income derived from Preferred Enterprise would be subject to a 15 % tax (or lower, if so provided under an applicable tax treaty), which would generally be withheld by the distributing Company .While the Company may incur additional tax liability in the event of distribution of dividends from tax exempt income generated from its Approved and Benefiting Enterprises, no additional tax liability will be incurred by the Company in the event of distribution of dividends from income taxed in accordance with the 2011 Amendment
Under the transitional provisions of the 2011 Amendment, the Company elected to irrevocably implement the 2011 Amendment, commencing 2011 and thereafter, and be regarded as a "Preferred Enterprise" with respect to its existing Approved and Benefited Enterprises while waiving benefits provided under the legislation prior to the 2011 Amendment.
F - 41
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 19 - |
TAXES ON INCOME (CONT)
|
| a. |
Tax benefits under the Law for the Encouragement of Capital Investments, 1959 ("the Law") (cont.):
|
Under a recent amendment, announced in August 2013, beginning in 2014, dividends paid out of income attributed to a Preferred Enterprise will be subject to a withholding tax rate of 20 % (instead of 15%). In addition, tax rates under the Preferred Enterprise were also raised effective as of January 1, 2014 to 9 % in Zone A and 16 %.
The uniform tax rate for Development Zone A, as of January 1, 2017, is 7.5 % (as part of changes enacted in Amendment 73).
TAT is located in an area in Israel that is designated as elsewhere and as such entitled to reduce tax rates of 16 %.
Turbochrome is in an area in Israel that is designated as Zone A and as such entitled to reduce tax rates of 7.5 %.
| b. |
Corporate tax rate in Israel
|
The taxable income of TAT, not subject to benefits as detailed above, is taxed at the standard Israeli corporate tax rate, which was 23% for all years included in these financial statements.
Capital gain is subject to capital gain tax according to corporate tax rate in the year which the assets are sold.
| c. |
U.S. subsidiaries
|
U.S. subsidiaries are taxed based on federal and state tax laws. The Federal statutory tax rate for 2022, 2021 and 2020 was 21 % plus 3 %-6 % for state taxes.
As of December 31, 2022, the Company has an accumulated tax loss carryforward of approximately $970 (as of December 31, 2021, $615 ). Under U.S. tax laws, subject to certain limitations, carryforward tax losses originating in tax years beginning after January 1, 2018, have no expiration date, but they are limited to 80% of the Company’s taxable income in any given tax year.
F - 42
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 19 - |
TAXES ON INCOME (CONT)
|
| d. |
Tax assessments
|
TAT’s income tax assessments are considered final through 2017.
|
Turbochrome income tax assessments are considered final through 2017.
|
|
Limco-Piedmont income tax assessments are considered final through 2018.
|
| e. |
Income tax reconciliation:
|
A reconciliation of the theoretical tax expense assuming all income is taxed at the statutory rate to taxes on income (tax benefit) as reported in the statements of income:
|
Year ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Income (loss) before taxes on income (tax benefit) from continued operations reported in the statements of income
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Statutory tax rate in Israel
|
|
%
|
|
%
|
|
%
|
||||||
|
Theoretical taxes on income (tax benefit)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Increase (decrease) in taxes on income resulting from:
|
||||||||||||
|
Tax adjustment for foreign subsidiaries subject to a different tax rate
|
(
|
)
|
|
|
||||||||
|
Reduced tax rate on income derived from "Preferred Enterprises" plans
|
(
|
)
|
|
|
||||||||
|
Earnings from foreign subsidiaries (1)
|
|
|
(
|
)
|
||||||||
|
Deferred tax assets from discontinued operation profit (loss)
|
|
|
(
|
)
|
||||||||
|
Reduced deferred tax asset from expecting utilization of carryforward losses
|
|
|
|
|||||||||
|
Tax in respect of prior years
|
|
|
(
|
)
|
||||||||
|
Temporary differences for which no deferred taxes were recorded
|
|
|
(
|
)
|
||||||||
|
Permanent differences
|
|
|
|
|||||||||
|
Other adjustments
|
|
(
|
)
|
|
||||||||
|
Taxes on income (tax benefit) as reported in the statements of income
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
| (1) |
The Company recorded an accrual that related to a deferred tax liability due to the possibility of future distribution of earnings from foreign subsidiaries of the Company.
During 2020 and 2021, the Company received loans from commercial banks in the US and Israel in a total amount of $
|
F - 43
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 19 - |
TAXES ON INCOME (CONT)
|
| f. |
Income (loss) before taxes on income (tax benefit) is comprised as follows:
|
|
Year ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Domestic (Israel)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Foreign (United States)
|
(
|
)
|
|
(
|
)
|
|||||||
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
| g. |
Taxes on income (tax benefit) included in the statements of income:
|
|
Year ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Current:
|
||||||||||||
|
Domestic (Israel)
|
$
|
|
$
|
|
$
|
|
||||||
|
Foreign (United States)
|
|
|
|
|||||||||
|
|
|
|
||||||||||
|
Deferred:
|
||||||||||||
|
Domestic (Israel)
|
|
(
|
)
|
(
|
)
|
|||||||
|
Foreign (United States)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
|
(
|
)
|
(
|
)
|
||||||||
|
Previous years:
|
||||||||||||
|
Domestic (Israel)
|
|
|
(
|
)
|
||||||||
|
Foreign (United States)
|
(
|
)
|
|
(
|
)
|
|||||||
|
|
|
(
|
)
|
|||||||||
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
F - 44
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 19 - |
TAXES ON INCOME (CONT)
|
| h. |
Deferred income taxes:
|
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of TAT's deferred tax liabilities and assets are as follows:
|
December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Provision for current expected credit losses
|
$
|
|
$
|
|
||||
|
Provisions for employee benefits
|
|
|
||||||
|
Inventory
|
|
|
||||||
|
Capital tax losses carryforward
|
|
|
||||||
|
Net operating losses carryforward
|
|
|
||||||
|
Other
|
|
|
||||||
|
Deferred tax assets, before valuation allowance
|
$
|
|
$
|
|
||||
|
Valuation allowance
|
(
|
)
|
(
|
)
|
||||
|
Deferred tax assets, net
|
$
|
|
$
|
|
||||
|
Deferred tax liabilities:
|
||||||||
|
Property, plant and equipment
|
(
|
)
|
(
|
)
|
||||
|
Intangible assets
|
(
|
)
|
(
|
)
|
||||
|
Other temporary differences deferred tax liabilities
|
|
|
||||||
|
Deferred tax liabilities
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Net
|
$
|
|
$
|
|
||||
F - 45
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
| NOTE 19 - |
TAXES ON INCOME (CONT)
|
| h. |
Deferred income taxes (cont.):
|
The following table summarizes the changes in the valuation allowance for deferred tax assets:
|
Balance, December 31, 2019
|
$
|
|
||
|
Additions during the year
|
|
|||
|
Balance, December 31,2020
|
$
|
|
||
|
Additions during the year
|
|
|||
|
Balance, December 31,2021
|
$
|
|
||
|
Additions during the year
|
(
|
)
|
||
|
Balance, December 31,2022
|
$
|
|
Valuation allowances are mainly related to (i) U.S. subsidiary for which valuation allowance was provided in respect of deferred tax assets resulting from carryforward of State tax losses in the amount of $1,519 . That amount is expected to expire gradually starting from 2024 and (ii) Capital losses attributed to the Company in the amount of $956 . (iii) corporate income tax losses carryforward incurred in TAT Gedera in amount of $2,727 .
F - 46
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 20 -SEGMENT INFORMATION
a. Segment Activities Disclosure:
TAT operates under four segments: (i) Original equipment manufacturing (“OEM”) of heat transfer solutions and aviation accessories mainly through our Gedera facility and our Limco subsidiary; (ii) MRO services for heat transfer components and OEM of heat transfer solutions through its Limco subsidiary; (iii) MRO services for aviation components (mainly APU and LG) through its Piedmont subsidiary; and (iv) Overhaul and coating of jet engine components through its Turbochrome subsidiary.
-OEM of heat transfer solutions and aviation accessories primarily include the design, development and manufacture of (i) broad range of heat transfer solutions, such as pre-coolers heat exchangers and oil/fuel hydraulic heat exchangers, used in mechanical and electronic systems on board of commercial, military and business aircraft; (ii) environmental control and power electronics cooling systems installed on board aircraft in and ground applications; and (iii) a variety of other mechanical aircraft accessories and systems such as pumps, valves, and turbine power units.
-MRO Services for heat transfer components and OEM of heat transfer solutions primarily include the MRO of heat transfer components and to a lesser extent, the manufacturing of certain heat transfer solutions. TAT’s Limco subsidiary operates an FAA-certified repair station, which provides heat transfer MRO services for airlines, air cargo carriers, maintenance service centers and the military.
- MRO services for aviation components include the MRO of APUs, landing gears and other aircraft components, as well as APU lease activity. TAT’s Piedmont subsidiary operates an FAA-certified repair station, which provides aircraft component MRO services for airlines, air cargo carriers, maintenance service centers and the military.
-TAT’s activities in the area of overhaul and coating of jet engine components includes the overhaul and coating of jet engine components, including turbine vanes and blades, fan blades, variable inlet guide vanes and afterburner flaps. The discontinued operation regarding to the JT8D activity is part of the coating jet engines component segment.
The Group’s chief operating decision-maker (CEO of the Company) evaluates performance, makes operating decisions and allocates resources based on financial data, consistent with the presentation in the accompanying financial statements. CODM reviews revenue, gross profit, operating income and the following assets: cash and cash equivalents, accounts receivable and inventory.
During 2022 TAT completed its plan to consolidate the Company’s operations from four to three production sites by consolidating its production sites in Israel “OEM of heat transfer solutions and aviation accessories” with the “overhaul and coating of jet engine activity” and transferring the heat exchanges cores production operations from Israel to the Company’s production site in Tulsa, Oklahoma.
F - 47
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 20 -SEGMENT INFORMATION (CONT)
b. Segments statement operations disclosure:
The following financial information is the information that CODM uses for analyzing the segment results. The figures are presented in consolidated method as presented to CODM.
The following financial information is a summary of the operating income of each operational segment:
|
Year ended December 31, 2022 |
||||||||||||||||||||||||
|
OEM of Heat Transfer Solutions and Aviation Accessories |
MRO Services for heat transfer components and OEM of heat transfer solutions |
MRO services for Aviation Components and Lease |
Overhaul and coating of jet engine components |
Elimination of inter-Company sales |
Consolidated |
|||||||||||||||||||
|
Revenues |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
|||||||||||
|
|
||||||||||||||||||||||||
|
Cost of revenues |
|
|
|
|
( |
) |
|
|||||||||||||||||
|
Gross profit |
|
|
|
|
( |
) |
|
|||||||||||||||||
|
|
||||||||||||||||||||||||
|
Research and development |
|
|
|
|
( |
) |
|
|||||||||||||||||
|
Selling and marketing |
|
|
|
|
|
|
|
|||||||||||||||||
|
General and administrative |
|
|
|
|
|
|
|
|||||||||||||||||
|
Other expenses (income) |
( |
) |
( |
) |
( |
) |
|
|
|
( |
) |
|||||||||||||
|
Restructuring expenses, net |
|
|
|
|
|
|
||||||||||||||||||
|
Operating income (loss) |
$ |
( |
) |
$ |
|
|
$ |
|
$ |
|
|
$ |
( |
) |
$ |
( |
) |
|||||||
|
Financial income, net |
|
|||||||||||||||||||||||
|
Loss before tax benefits |
( |
) |
||||||||||||||||||||||
F - 48
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 20 -SEGMENT INFORMATION (CONT)
b.Segments statement operations disclosure (cont.)
|
Year ended December 31, 2021 |
||||||||||||||||||||||||
|
OEM of Heat Transfer Solutions and Aviation Accessories |
MRO Services for heat transfer components and OEM of heat transfer solutions |
MRO services for Aviation Components and Lease |
Overhaul and coating of jet engine components |
Elimination of inter-Company sales |
Consolidated |
|||||||||||||||||||
|
Revenues |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
|||||||||||
|
|
||||||||||||||||||||||||
|
Cost of revenues |
|
|
|
|
( |
) |
|
|||||||||||||||||
|
Gross profit |
|
|
|
|
( |
) |
|
|||||||||||||||||
|
|
||||||||||||||||||||||||
|
Research and development |
|
|
|
|
|
|
( |
) |
|
|||||||||||||||
|
Selling and marketing |
|
|
|
|
( |
) |
|
|||||||||||||||||
|
General and administrative |
|
|
|
|
( |
) |
|
|||||||||||||||||
|
Other expenses (income) |
( |
) |
|
( |
) |
( |
) |
|
( |
) |
||||||||||||||
|
Restructuring expenses, net |
||||||||||||||||||||||||
|
Operating income (loss) |
$ |
( |
) |
$ |
( |
) |
$ |
|
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
||||||
|
Financial expenses, net |
|
|||||||||||||||||||||||
|
Loss before tax benefits |
( |
) |
||||||||||||||||||||||
F - 49
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 20 -SEGMENT INFORMATION (CONT)
b. Segments statement operations disclosure (cont.)
|
Year ended December 31, 2020 |
||||||||||||||||||||||||
|
OEM of Heat Transfer Solutions and Aviation Accessories |
MRO Services for heat transfer components and OEM of heat transfer solutions |
MRO services for Aviation Components and Lease |
Overhaul and coating of jet engine components |
Elimination of inter-Company sales |
Consolidated |
|||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Revenues |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
|||||||||||
|
|
||||||||||||||||||||||||
|
Cost of revenues |
|
|
|
|
( |
) |
|
|||||||||||||||||
|
Gross profit (loss) |
|
|
|
|
( |
) |
|
|||||||||||||||||
|
|
||||||||||||||||||||||||
|
Research and development |
( |
) |
( |
) |
|
|
|
|
|
|||||||||||||||
|
Selling and marketing |
|
|
|
|
|
|
||||||||||||||||||
|
General and administrative |
|
|
|
|
|
|
||||||||||||||||||
|
Other expenses (income) |
||||||||||||||||||||||||
|
Operating income (loss) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
||||||
|
Financial expenses, net |
|
|||||||||||||||||||||||
|
Loss before taxes on income |
( |
) | ||||||||||||||||||||||
F - 50
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 20 -SEGMENT INFORMATION (CONT)
c.The following financial information identifies the assets, depreciation and amortization, and capital expenditures to segments:
|
Year ended December 31, 2022 |
||||||||||||||||||||||||
|
OEM of Heat Transfer Solutions and Aviation Accessories |
MRO Services for heat transfer components and OEM of heat transfer solutions |
MRO services for Aviation Components and Lease |
Overhaul and coating of jet engine components |
Amounts not allocated to segments |
Consolidated |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total assets |
|
|
|
|
( |
) |
|
|||||||||||||||||
|
Depreciation and amortization |
|
|
|
|
|
|
||||||||||||||||||
|
Expenditure for segment assets |
|
|
|
|
|
|
||||||||||||||||||
|
Year ended December 31, 2021 |
||||||||||||||||||||||||
|
OEM of Heat Transfer Solutions and Aviation Accessories |
MRO Services for heat transfer components and OEM of heat transfer solutions |
MRO services for Aviation Components and Lease |
Overhaul and coating of jet engine components |
Amounts not allocated to segments |
Consolidated |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total assets |
|
|
|
|
|
|
||||||||||||||||||
|
Depreciation and amortization |
|
|
|
|
|
|
||||||||||||||||||
|
Asset’s impairment |
|
|
|
|
|
|
||||||||||||||||||
|
Expenditure for segment assets |
|
|
|
|
|
|
||||||||||||||||||
F - 51
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 21 -ENTITY-WIDE DISCLOSURE
| a. | Total revenues - by geographical location were attributed according to customer residential country as follows: |
|
Year ended December 31, |
||||||||||||
|
2022 |
2021 |
2020 |
||||||||||
|
Total revenues |
Total revenues |
Total revenues |
||||||||||
|
|
||||||||||||
|
Sale of products |
||||||||||||
|
Israel |
$ |
|
$ |
|
$ |
|
||||||
|
United States |
|
|
|
|||||||||
|
Other |
|
|
|
|||||||||
|
$ |
|
$ |
|
$ |
|
|||||||
|
Year ended December 31, |
||||||||||||
|
2022 |
2021 |
2020 |
||||||||||
|
Total revenues |
Total revenues |
Total revenues |
||||||||||
|
|
||||||||||||
|
Sale of Services |
||||||||||||
|
Israel |
$ |
|
$ |
|
$ |
|
||||||
|
United States |
|
|
|
|||||||||
|
Other |
|
|
|
|||||||||
|
$ |
|
$ |
|
$ |
|
|||||||
b. Total long-lived assets - by geographical location were as follows:
|
December 31, |
||||||||||||
|
2022 |
2021 |
2020 |
||||||||||
|
|
||||||||||||
|
Israel |
$ |
|
$ |
|
$ |
|
||||||
|
United States |
|
|
|
|||||||||
|
Total |
$ |
|
$ |
|
$ |
|
||||||
c. Major Customers
The Company has a single customer which his annual sales in 2022 constitute
F - 52
TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands |
NOTE 22 -SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS INFORMATION
|
Warranty provision |
Provision for current expected credit losses |
|||||||
|
|
||||||||
|
Balance, as of December 31, 2019 |
$ |
|
$ |
|
||||
|
Additions |
|
|
||||||
|
Deductions |
( |
) |
( |
) |
||||
|
|
||||||||
|
Balance, as of December 31, 2020 |
$ |
|
$ |
|
||||
|
Additions |
|
|
||||||
|
Deductions |
( |
) |
( |
) |
||||
|
|
||||||||
|
Balance, as of December 31, 2021 |
$ |
|
$ |
|
||||
|
Additions |
|
|
||||||
|
Deductions |
|
|
|
|
||||
|
|
||||||||
|
Balance as of December 31, 2022 |
$ |
|
$ |
|
||||
NOTE 23 -SUBSEQUENT EVENTS
In January 2023 the Company received the eligible employee’s retention credit (ERC) grant from the IRS for the Company's subsidiaries in United State Limco and Piedmont, in total amount of $
F - 53
TABLE OF CONTENTS
Part IItem 1. Identity Of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem 4. Information on The CompanyItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and Prospects Operating ResultsItem 6. Directors, Senior Management and EmployeesItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security HoldersItem 15. Controls and ProceduresItem 16. [reserved]Item 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards For Audit CommitteeItem 16E. Purchase Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F. Change in Registrant S Certifying AccountantItem 16G. Corporate GovernancePart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. ExhibitsNote 1 - GeneralNote 2 -significant Accounting PoliciesNote 2 -significant Accounting Policies (cont)Note 3 - Fair Value MeasurementNote 3 - Fair Value Measurement (cont)Note 4 - InventoryNote 5 - Investment in AffiliatesNote 6 - Property, Plant and Equipment, NetNote 6 - Property, Plant and Equipment, Net (cont)Note 7 - LeasesNote 7 -leases (cont)Note 8 -intangible AssetsNote 9 - Restructuring CostNote 10 - Long-term Loans and Credit LinesNote 11 - Government GrantsNote 12 - Accrued Expenses and OtherNote 13 - Related Parties Transactions and BalancesNote 14 - Long-term Employee-related ObligationsNote 14 - Long-term Employee-related Obligations (cont)Note 15 - Commitments and ContingenciesNote 16 - Shareholders' EquityNote 16 - Shareholders' Equity (cont) B. Stock Option Plans (cont.):Note 16 - Shareholders' Equity (cont)Note 17 - Earnings Per Share ( Eps )Note 18 - Discontinued OperationNote 19 - Taxes on IncomeNote 19 - Taxes on Income (cont)Note 20 -segment InformationNote 20 -segment Information (cont)Note 21 -entity-wide DisclosureNote 22 -supplemental Consolidated Balance Sheets InformationNote 23 -subsequent Events