Edgar Filing: TAT TECHNOLOGIES LTD

zk1517664.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2015

TAT TECHNOLOGIES LTD.

(Name of Registrant)

P.O.BOX 80, Gedera 70750 Israel

(Address of Principal Executive Office)

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

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

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

Yes o No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ____________

TAT Technologies Ltd.

6-K Items

1.	Press Release dated November 27, 2015 re TAT Technologies Ltd. Reports Third Quarter 2015 Results.

ITEM 1

Press Release

Source: TAT Technologies Limited

TAT Technologies Reports third Quarter 2015 Results

GEDERA, Israel, Friday, November 27, 2015 - TAT Technologies Ltd. (NASDAQ: TATT - News) (the “Company”), a leading provider of services and products to the commercial and military aerospace and ground defense industries, reported today its results for the three month and nine month periods ended September 30, 2015.

Financial Highlights for the Third quarter of 2015:

●	Total Revenue: $22 million compared to $20.3 million in the third quarter of 2014, increase of 8%.

●	Operating income: $0.5 million compared to $0.6 million in the third quarter of 2014.

●	Net income: $0.2 million compared to $(0.4) million in the third quarter of 2014.

●	Earnings per share basic and diluted: $0.02 per share compared to $(0.05) per share in the third quarter of 2014.

●	EBITDA: $1.1 million compared to $1.2 million in the third quarter of 2014.

●	Cash and cash equivalents and short-term bank deposits: During the third quarter of 2015, the cash balance decreased in $ 0.8 million, from $29.7 million as of June 30, 2015 to $28.9 million as of September 30, 2015.

●

Closing of Chromalloy Israel Acquisition: On October 19, 2015 the Company completed the acquisition of Chromalloy Israel for approximately US $3.5 million. In addition, TAT will pay an earn-out, capped at $2 million, in the event that Chromalloy Israel meets certain annual revenue targets in 2015 and 2016.

Following the completion of the transaction, Chromalloy Israel changed its name to Turbochrome Ltd.

Financial Highlights for the nine months of 2015:

●	Total Revenue: $63.9 million compared to $59.3 million in the nine months of 2014.

●	Operating income: $2.7 million compared to $1.7 million in the nine months of 2014.

●	Net income: $2.8 million compared to $0.3 million in the nine months of 2014.

●	EBITDA: $4.6 million compared to $3.2 million in the nine months of 2014.

●	Earnings per share basic and diluted: $0.32 per share compared to $0.03 per share in the nine months of 2014.

●	Cash and cash equivalents and short-term bank deposits: During the first nine months of 2015, the cash balance increased in $ 0.9 million, from $28 million as of December 31, 2014 to $28.9 million as of September 30, 2015.

About TAT Technologies LTD

TAT Technologies Ltd. is a leading provider of services and products to the commercial and military aerospace and ground defense industries. TAT operates under three segments: (i) Original Equipment Manufacturing or “OEM” of Heat Management Solutions (ii) Heat Transfer Services and Products (iii) Maintenance, Repair and Overhaul or “MRO” services of Aviation Components and (iv) overhaul and coating of certain jet engine components.

TAT’s activities in the area of OEM of Heat Management Solutions primarily include the design, development, manufacture and sale of (i) a broad range of heat transfer components (such as heat exchangers, pre-coolers and oil/fuel hydraulic coolers) used in mechanical and electronic systems on-board commercial, military and business aircraft; (ii) environmental control and cooling systems on board aircraft and for ground applications; and (iii) a variety of other electronic and mechanical aircraft accessories and systems such as pumps, valves, power systems and turbines.

TAT’s activities in the area of Heat Transfer Services and Products include the maintenance, repair and overhaul of heat transfer equipment and in a lesser extent, the manufacturing of certain heat transfer products. TAT’s Limco subsidiary operates FAA certified repair station, which provides heat transfer MRO services and products 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 maintenance, repair and overhaul of APUs, Landing Gear 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 includes the overhaul and coating of jet engine components, including turbine vanes and blades, fan blades, variable inlet guide vanes, afterburner flaps and other components.

For more information of TAT Technologies Ltd., please visit our web-site: www.tat-technologies.com

Guy Nathanzon – CFO

TAT Technologies Ltd.

Tel: 972-8-862-8500

guyn@tat-technologies.com

Safe Harbor for Forward-Looking Statements

This press release contains forward-looking statements which include, without limitation, statements regarding possible or assumed future operation results. These statements are hereby identified as "forward-looking statements" for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause our results to differ materially from management's current expectations. Actual results and performance can also be influenced by other risks that we face in running our operations including, but are not limited to, general business conditions in the airline industry, changes in demand for our services and products, the timing and amount or cancellation of orders, the price and continuity of supply of component parts used in our operations, the change of control that will occur on the sale by the receiver of the Company’s shares held by our previously controlling stockholders, and other risks detailed from time to time in the company's filings with the Securities Exchange Commission, including, its annual report on form 20-F and its periodic reports on form 6-K. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement.

TAT TECHNOLOGIES AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited, in thousands)

	September 30,			December 31,
	2015			2014
				(Revised)
ASSETS
Current Assets:
Cash and cash equivalents	$	23,821		$	22,894
Short-term bank deposits		5,109			5,089
Accounts receivable-trade (net of allowance for doubtful accounts of $269 as of September 30, 2015 and $125 as of December 31, 2014)		19,416			15,657
Other accounts receivable and prepaid expenses		4,668			4,298
Inventories, net		35,895			35,477

Total current assets		88,909			83,415

Long-term assets:
Investment in an affiliated company		-			2,556
Investment in investee company		423			-
Funds in respect of employee rights upon retirement		2,505			2,496
Long-term deferred tax		1,156			1,550
Property, plant and equipment, net		12,025			11,524

Total Long-term assets		16,109			18,126

Total assets	$	105,018		$	101,541

LIABILITIES AND EQUITY

Current Liabilities:
Accounts payables trade		5,041			5,886
Other accounts payable and accrued expenses		6,984			5,651
Total current liabilities		12,025			11,537

Long-term liabilities:
Other accounts payable		59			34
Liability in respect of employee rights upon retirement		2,708			2,655
Long-term deferred tax liability		1,812			1,774

Total long-term liabilities		4,579			4,463

Total liabilities		16,604			16,000

EQUITY:
Share capital		2,793			2,793
Additional paid-in capital		64,517			64,491
Treasury stock at cost		(2,088	)		(2,088	)
Accumulated other comprehensive loss		1			-
Retained earnings		23,191			20,345
Total equity		88,414			85,541

Total liabilities and equity	$	105,018		$	101,541

TAT TECHNOLOGIES AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited, in thousands, except share data)

	Three months ended						Nine months ended						Year ended
	September 30,												December 31,
	2015			2014			2015			2014			2014
				(Revised)						(Revised)			(Revised)
Revenues:
Products	$	8,254		$	7,483		$	22,980		$	23,015		$	31,363
Services		13,694			12,841			40,924			36,326			49,363
		21,948			20,324			63,904			59,341			80,726

Cost of goods:
Products		7,003			5,976			18,591			17,725			23,616
Services		11,547			10,621			33,946			30,577			40,906
		18,550			16,597			52,537			48,302			64,522
Gross Profit		3,398			3,727			11,367			11,039			16,204

Operating expenses:
Research and development, net		247			324			570			885			1,070
Selling and marketing		647			776			2,130			2,415			3,203
General and administrative		2,033			1,999			5,981			6,099			8,123
Other income		(1	)		(4	)		-			(11	)		(11	)
		2,926			3,095			8,681			9,388			12,385
Operating income		472			632			2,686			1,651			3,819

Financial income (expenses), net		17			(812	)		(232	)		(783	)		(1,294	)
Loss from dilution of interests in affiliated company		-			-			-			(45	)		-

Income (loss) before taxes on income		489			(180	)		2,454			823			2,525

Taxes on income		317			315			1,099			810			1,360

Net income (loss) after taxes on income		172			(495	)		1,355			13			1,165
Share in results and sale of equity investment of affiliated company		-			48			1,491			267			267

Net income (loss)	$	172		$	(447	)	$	2,846		$	280		$	1,432

Basic and diluted income (loss) per share

Net income (loss) per share	$	0.02		$	(0.05	)	$	0.32		$	0.03		$	0.16

Weighted average number of shares outstanding
Basic		8,808,344			8,805,236			8,808,344			8,805,236			8,805,495
Diluted		8,810,824			8,805,236			8,809,844			8,830,610			8,826,542

TAT TECHNOLOGIES AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	Three months ended						Nine months ended						Year ended December 31,
	September 30,
	2015			2014			2015			2014			2014
				(Revised)						(Revised)			(Revised)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	172		$	(447	)	$	2,846		$	280		$	1,432

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation		675			527			1,890			1,543			2,069
Exchange differentials of loans		-			-			-			(1	)		(1	)
Gain (loss) on sale of property and equipment		-			-			-			(7	)		10
Interest from short-term bank deposits and restricted deposits		(5	)		-			(20	)		(69	)		(128	)
Provision for doubtful accounts		144			-			144			-			-
Share in results and sale of equity investment of affiliated company		-			(48	)		(1,491	)		(222	)		(267	)
Share based compensation expenses		11			17			26			28			38
Liability in respect of employee rights upon retirement		(68	)		(115	)		53			(112	)		(485	)
Deferred income taxes, net		30			(19	)		672			(267	)		1,229
Changes in operating assets and liabilities:
Amounts due to (from) related parties, net		-			-			-			5			5
Decrease (increase) in trade accounts receivable		(1,261	)		643			(3,903	)		4,082			2,730
Decrease (increase) in other accounts receivable, prepaid expenses and other		35			(1,568	)		(276	)		(2,338	)		(833	)
Decrease (increase) in inventories, net		779			(770	)		(418	)		(1,404	)		(6,009	)
Increase (decrease) in trade accounts payable		(396	)		(940	)		(801	)		(2,115	)		(509	)
Increase (decrease) in other accounts payable and accrued expenses		(236	)		1,121			1,052			1,257			(715	)
Increase (decrease) in other long-term liabilities		39			(7	)		25			(18	)		(24	)

Net cash provided by (used in) operating activities	$	(81	)	$	(1,606	)	$	(201	)	$	642		$	(1,458	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of subsidiary (A)		-			-			-			2,176			2,176
Proceeds from sale of equity investment of affiliated company		-			-			3,624			-			-
Funds in respect of employee rights upon retirement		76			97			(61	)		80			352
Proceeds from sale of property and equipment		3			-			9			7			19
Purchase of property and equipment		(745	)		(350	)		(2,444	)		(2,234	)		(3,021	)
Maturities of short-term deposits		-			-			-			-			5,098
Cash flows provided by (used in) investing activities	$	(666	)	$	(253	)	$	1,128		$	29		$	4,624

Cash flows used in financing activities		-			-			-		$	(2,909	)	$	(2,909	)

Net increase (decrease) in cash and cash equivalents		(747	)		(1,859	)		927			(2,238	)		257

Cash and cash equivalents at beginning of period		24,568			22,258			22,894			22,637			22,637

Cash and cash equivalents at end of period	$	23,821		$	20,399		$	23,821		$	20,399		$	22,894

(A) Proceeds from sale of subsidiary
Assets held for sale (excluding cash in the amount of $2,823)	-	-	-		7,136			7,136
Liabilities held for sale	-	-	-		(3,428	)		(3,428	)
Non-controlling interest	-	-	-		(1,532	)		(1,532	)
	-	-	-	$	2,176		$	2,176

Revision of financial statements

During Q3 2015, the Company identified an error related to the classification of US employees' social benefits expenses. Previously, the Company classified these expenses in ‘general and administrative expenses’ instead of classifying a part of them in ‘Cost of goods’ (product and services) for employees allocated to this line item. This change in classification also impacted the capitalization of inventory balances. There was no material impact on the statement of cash flows.

The error only impacts one segment of the Company, Heat Transfer Services and Products. The Company will revise previously reported segment information in its Annual Report on Form 20-F for the year ended December 31, 2015.

The Company assessed the materiality of this error in accordance with the SEC’s Staff Accounting Bulletin 99 and Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections, and concluded that the previously issued financial statements were not materially misstated. In accordance with the SEC’s Staff Accounting Bulletin, the Company will correct these errors by revising the affected financial statements in the Company’s 2015 Annual Report on Form 20-F.

Following is the effect of the revision on the Company’s previously reported results:

Statements of income per share:

For the three and six months periods ended June 30, 2015:

	Three months ended							Six months ended
	June 30, 2015							June 30, 2015
	As reported previously		Adjustment			As revised		As reported previously		Adjustment			As revised
Cost of goods:
Products		5,964		70			6,034		11,444		144			11,588
Services		11,153		168			11,321		22,046		353			22,399
Gross profit		4,353		(238	)		4,115		8,466		(497	)		7,969
General and administrative		2,261		(237	)		2,024		4,428		(480	)		3,948
Operating income		1,149		(1	)		1,148		2,231		(17	)		2,214
Net income		734		(1	)		733		2,691		(17	)		2,674
Net income per share		0.08		*			0.08		0.31		(0.01	)		0.30

*Represents an amount less than $1.

For the three periods ended March 31, 2015:

	Three months ended
	March 31, 2015
	As reported previously		Adjustment			As revised
Cost of goods:
Products		5,480		74			5,554
Services		10,893		185			11,078
Gross profit		4,113		(259	)		3,854
General and administrative		2,167		(243	)		1,924
Operating income		1,082		(16	)		1,066
Net income		1,957		(16	)		1,941
Net income per share		0.22		*			0.22

*Represents an amount less than $1.

For the three and nine months periods ended September 30, 2014:

	Three months ended									Nine months ended
	September 30, 2014									September 30, 2014
	As reported previously			Adjustment			As revised			As reported previously		Adjustment			As revised
Cost of goods:
Products		5,911			65			5,976			17,511		214			17,725
Services		10,458			163			10,621			30,114		463			30,577
Gross profit		3,955			(228	)		3,727			11,716		(677	)		11,039
General and administrative		2,216			(217	)		1,999			6,771		(672	)		6,099
Operating income		643			(11	)		632			1,656		(5	)		1,651
Net (loss) income		(436	)		(11	)		(447	)		285		(5	)		280
Net income per share		(0.05	)		*			(0.05	)		0.03		*			0.03

*Represents an amount less than $1.

For the year ended December 31, 2014:

	As reported previously		Adjustment			As revised
Cost of goods:
Products		23,340		276			23,616
Services		40,286		620			40,906
Gross profit		17,100		(896	)		16,204
General and administrative		9,019		(896	)		8,123
Operating income		3,819		*			3,819
Net income		1,432		*			1,432
Net income per share		0.16		*			0.16

*Represents an amount less than $1.

Balance sheets and shareholders' capital

As of December 31, 2014:

	As reported Previously		Adjustment		As revised
Inventories, net		35,404		73		35,477
Total current assets		83,342		73		83,415
Total assets		101,468		73		101,541
Retained earnings		20,272		73		20,345
Total equity		85,468		73		85,541

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TAT TECHNOLOGIES LTD.
		(Registrant)

	By:	/s/ Guy Nathanzon
		Guy Nathanzon
		Chief Financial Officer

Date: November 27, 2015