Managements
Discussion and Analysis of Financial Condition and Results of Operations
Background
TAT operates under four operational
segments: (i) Original Equipment Manufacturing or OEM of Heat Transfer
products (ii) OEM of Electric Motion Systems (iii) Maintenance, Repair and Overhaul or
MRO services; and (iv) parts services, each with the following
characteristics.
TATs activities in the area of
OEM of Heat Transfer products primarily relate to 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.
TATs activities in the area of
OEM of Electric Motion Systems primarily relate to the design, development, manufacture
and sale of a broad range of electrical motor applications for airborne and ground
systems. TAT activities in this segment commenced with the acquisition of its 70%
controlled subsidiary Bental in August 2008.
TATs MRO services include the
remanufacture, overhaul and repair of heat transfer equipment and other aircraft
components, APUs, propellers and landing gear. TATs Limco subsidiary operates FAA
certified repair stations, which provide aircraft component MRO services for airlines, air
cargo carriers, maintenance service centers and the military.
TATs parts segment focuses on
inventory management and sale of APU parts, propellers and landing gear. TAT offers parts
services for commercial, regional and charter airlines and business aircraft owners. TAT
has entered into an agreement to sell its parts segment (See Subsequent
Events).
Three Months ended
September 30, 2009 compared with three months ended September 30, 2008
Revenues
. Total revenues decreased to $18.8 million for the three months ended September
30, 2009 from $26.7 million for the three months ended September 30, 2008, a
decrease of 29.8%. This reflects decreased revenues in the MRO and Parts
services operations in the U.S. while OEM operations in Israel maintained
revenues in similar levels compared with the third quarter of 2008.
Cost of revenues
. Cost of
revenues decreased to $14.5 million for the three months ended September 30, 2009 from
$20.7 million for the three months ended September 30, 2008, a decrease of 29.3%. The
decrease in cost of revenues was primarily attributable to the decreased revenues in the
MRO and Part services operations. Cost of revenues as a percentage of revenues was 78% in
the three months ended September 30, 2009, similar to 77.5% for the three months ended
September 30, 2008.
Research and development
.
Research and Development expenses were $0.1 million for the three months ended September
30, 2009, and are related to new products and technologies within the OEM operations in
Israel. Research and Development expenses as a percentage of revenues was 0.1% in the
three months ended September 30, 2009. TAT did not incur any material research and
development expenses in the years ended December 31, 2008 and 2007. TAT does expect to
continue to incur and record research and development expenses in coming years.
Selling and marketing
expenses
. Selling and marketing expenses decreased to $0.8 million for the three
months ended September 30, 2009, from $1.3 million for the three months ended September
30, 2008, a decrease of 39.5%. The decrease in selling and marketing expenses was
primarily attributable to decreased payroll expenses in the Israel and U.S.. Selling and
marketing expenses as a percentage of revenues were 4.3% for the three months ended
September 30, 2009, compared to 5.0% for the three months ended September 30, 2008.
General and administrative
expenses
. General and administrative expenses increased to $3.4 million for the three
months ended September 30, 2009, from $3.1 million for the three months ended September
30, 2008, an increase of 8.5%. The increase in general and administrative expenses was
primarily attributable to one time expenses associated with the merger of a wholly-owned
subsidiary of TAT and Limco mentioned above and to increased expenses in the OEM
operations as a result of the addition of Bental operations commencing August 18, 2008.
General and administrative expenses as a percentage of revenues increased to 17.8% for the
three months ended September 30, 2009 from 11.6% for the three months ended September 30,
2008.
Relocation Expenses
. On July
28, 2009 the Company had determined not to go forward with the planned relocation of the
operations of Limcos Tulsa, Oklahoma based subsidiary to the location of
Limcos Piedmont Aviation Component Services, Inc. subsidiary in Kernersville, North
Carolina. As a result, relocation expenses were immaterial for the three months ended
September 30, 2009,
Operating income (loss)
. For
the three months ended September 30, 2009 TAT reported an operating loss of $0.06 million
compared to an operating income of $1.6 million for the three months ended September 30,
2008. The loss is attributable to decreased revenues, gross and operational margins in the
MRO and in the Parts services segments compared to the third quarter in 2008; off-set by
product mix with higher margin sold in the OEM of Heat Transfer Products segment, as well
as operational income in the OEM of Electric Motion Systems segment derived from the
companys 70% controlled subsidiary, Bental Industries Ltd. commencing August 2008.
Financial expenses
. Financial
expense for the three months ended September 30, 2009 was $0.1 million, compared to $0.3
million for the three months ended September 30, 2008. Financial expense during the
quarter primarily resulted from changes in the exchange rate between the U.S. dollar and
the Israeli Shekel, as well as interest payments on long-term loans. Financial expense
during the previous years quarter primarily resulted from changes in the exchange
rate between the U.S. dollar and the Israeli Shekel.
Financial income
. Financial
income for the three months ended September 30, 2009 was $0.2 million compared to $0.5
million for the three months ended September 30, 2008. In both periods financial income
was primarily attributable to hedging activities related to exchange rate between the U.S.
dollar and the Israeli Shekel and interest received for short-term investments.
Other Income
. TAT had other
income of $0.1 million for the three months ended September 30, 2009 compared to
insignificant other income for the three months ended September 30, 2008. Other income for
the three months ended September 30, 2009 primarily resulted from a change in the fair
value of unrealized forward transactions gains as of September 30, 2009.
Net income attributable to
noncontrolling interest
. TAT recognized a net income attributable to noncontrolling
interest of $ 0.6 million for the three months ended September 30, 2009 compared to $0.55
million for the three months ended September 30, 2008.
Taxes
. Total tax income for the three months ended September 30, 2009 amounted to $1.6
million, compared to tax expense of $0.8 million for the three months ended
September 30, 2008. Tax income for the three months ended September 30, 2009 is
primarily attributable to reduction of income before tax as explained above, and
as a result of an income tax benefit attributable to a settlement of a tax
uncertainty in favor of our OEM operations in Israel, which resulted in the
reduction of a previously recorded tax provision of approximately $1.6 million.
Net income to controlling
interest
. For the three months ended September 30, 2009, net income increased 56.6% to
$1.2 million, from net income of $0.7 million for the three months ended September 30,
2008.
Nine Months ended
September 30, 2009 compared with Nine months ended September 30, 2008
Revenues
. Total revenues decreased to $64.7 million for the nine months ended September
30, 2009 from $72.1 million for the nine months ended September 30, 2008, a
decrease of 10.3%. This reflects decreased revenues in the MRO and Parts
services operations in the U.S.; off-set by increased revenues in the OEM
operations in Israel due to organic growth in the OEM of Heat Transfer products
segment, as well as revenues in the OEM of Electric Motion Systems segment
derived from the Companys 70% controlled subsidiary, Bental, commencing
August 18, 2008.
Cost of revenues
. Cost of
revenues decreased to $50.0 million for the nine months ended September 30, 2009 from
$55.4 million for the nine months ended September 30, 2008, a decrease of 9.6%. The
decrease in cost of revenues was primarily attributable to the decreased revenues in the
MRO and Part services segments and to product mix with higher margin sold during the
period in the OEM of Heat Transfer Products segment. Cost of revenues as a percentage of
revenues was 77% in the nine months ended September 30, 2009, a slight increase compared
to 76% in the nine months ended September 30, 2008, primarily as a result of product mix
with lower margin products sold during the nine months ended September 30, 2009, as well
as to additional cost in the MRO segment, related to Repair Center and Storefront
agreements affected retroactively.
Research and development
.
Research and Development expenses were $0.5 million for the nine months ended September
30, 2009, and are related to new products and technologies within the OEM operations in
Israel. Research and Development expenses as a percentage of revenues in this segment were
1% in the nine months ended September 30, 2009. TAT did not incur any material research
and development expenses in the years ended December 31, 2008 and 2007. TAT does expect to
continue to incur and record research and development expenses in coming years.
Selling and marketing
expenses
. Selling and marketing expenses decreased to $2.8 million for the nine months
ended September 30, 2009, from $3.5 million for the nine months ended September 30, 2008,
a decrease of 19.5%. The decrease in selling and marketing expenses was primarily
attributable to decreased payroll expenses in Israel and the U.S.. Selling and marketing
expenses as a percentage of revenues were 4.3% for the nine months ended September 30,
2009, compared to 4.8% for the nine months ended September 30, 2008.
General and administrative
expenses
. General and administrative expenses increased to $9.1 million for the nine
months ended September 30, 2009, from $8.7 million for the nine months ended September 30,
2008, an increase of 3.8%. The increase in general and administrative expenses was
primarily attributable to one time expenses associated with the merger of a wholly-owned
subsidiary of TAT and Limco mentioned above and to increased expenses in the OEM
operations as a result of the consolidation of Bental operations commencing August 18,
2008 off-set by one-time expenses in 2008 associated with the retirement of certain
management members. General and administrative expenses as a percentage of revenues
increased to 14% for the nine months ended September 30, 2009 from 12% for the nine months
ended September 30, 2008.
Relocation Expenses
. On July
28, 2009 the Company had determined not to go forward with the planned relocation of the
operations of Limcos Tulsa, Oklahoma based subsidiary to the location of
Limcos Piedmont Aviation Component Services, Inc. subsidiary in Kernersville, North
Carolina. Relocation expenses were $0.4 million for the nine months ended September 30,
2009, compared to none during the nine months ended September 30, 2008. TAT expects not to
incur additional material costs related to that item.
Operating income
. Operating
income decreased to $2.0 million for the nine months ended September 30, 2009 from $4.6
million for the nine months ended September 30, 2008, a decrease of 58%. The decrease in
operating income reflects decreased gross and operational margins in the MRO and in the
Parts services segments in 2009 compared to 2008; offset by increased gross and
operational margins in the OEM operations due to improved margins in the OEM of Heat
Transfer products segment, as well as operational income in the OEM of Electric Motion
Systems segment derived from the companys 70% controlled subsidiary, Bental
Industries Ltd. commencing August 18, 2008.
Financial expenses
. Financial
expense for the nine months ended September 30, 2009 was $1.4 million, compared to $0.6
million for the nine months ended September 30, 2008. In the first nine months of 2009
financial expense primarily resulted from changes in the exchange rate between the U.S.
dollar and the Israeli Shekel, as well as interest payments on long-term loans. In the
first nine months of 2008 financial expense primarily resulted from changes in the
exchange rate between the U.S. dollar and the Israeli Shekel.
Financial income
. Financial
income for the nine months ended September 30, 2009 was $1.3 million, compared to $1.5
million for the nine months ended September 30, 2008 and was primarily attributable to
hedging activities related to exchange rate between the U.S. dollar and the Israeli Shekel
and to interest received for short-term investments.
Other Income (expenses)
. TAT
had other income of $0.3 million for the nine months ended September 30, 2009 compared to
insignificant other income for the nine months ended September 30, 2008. Other income for
the nine months ended September 30, 2009 primarily resulted from a change in the fair
value of unrealized forward transactions gains as of September 30, 2009.
Net income attributable to
noncontrolling interest
. TAT recognized a net income attributable to noncontrolling
interest of $0.4 million for the nine months ended September 30, 2009 compared with a net
income attributable to noncontrolling interest of $1.2 million for the nine months ended
September 30, 2008.
Taxes
. Total tax income for the nine months ended September 30, 2009 amounted to $1.0
million, compared to tax expense of $1.4 million for the nine months ended
September 30, 2008. Tax income for the nine months ended September 30, 2009 is
primarily attributable to reduction of income before tax as explained above, and
as a result of an income tax benefit attributable to a settlement of a tax
uncertainty in favor of our OEM operations in Israel, which resulted in the
reduction of a previously recorded tax provision of approximately $1.6 million.
Net income to controlling
interest
. For the nine months ended September 30, 2009, net income was $2.8 million,
compared with net income of $3.6 million for the nine months ended September 30, 2008.
Liquidity and Capital
Resources
During the three months ended
September 30, 2009, TAT received a $1.3 million loan from Bank Leumi to finance
Bentals working capital.
As of September 30, 2009 TAT had cash
and cash equivalents and short-term deposits of $26.1, in addition to marketable
securities of $10.8 million, as compared with cash and cash equivalents and short-term
deposits of $23.2 million, in addition to marketable securities of $21.1 million, as of
September 30, 2008.
On July 15, 2009 Limco entered into a
credit facility with a U.S. bank providing for borrowings of up to $15 million under
certain conditions. As of September 30, 2009, this credit facility had not been utilized.
Seasonality
TAT believes that the growth of its
business over the last three years has masked a historical seasonal trend in the MRO
services sector. Historically, TAT has seen many airlines decrease their maintenance
requirements in the peak air travel summer months and increase its maintenance
requirements in the winter months when air travel is lower.
Subsequent Event
On August 13, 2009, TATs Board
of Directors approved a stock repurchase plan under Rule 10b5-1 of the Securities Exchange
Act of 1934. The plan will be in effect for a period of six months (subject to extension)
and will provide for the purchase of shares in an aggregate amount of up to 2 million U.S.
dollars. As of the date of this report, 208,700 shares had been purchased for a total
amount of $1.626 million (average of $7.77 per share) constituting 2.3% of TATs
issued shares.
On November 12, 2009, subsequent to
the balance sheet date, TATs Board declared a cash dividend in the total amount of
NIS 10 million (approximately $2.66 million), or NIS 1.123 per share (approximately $0.30
per share), for all of the shareholders of TAT. The dividend will be paid to shareholders
of record on November 23, 2009. TAT will pay the dividend on December 7, 2009.
On November 9, 2009 TAT has entered
into a Stock Purchase Agreement with First Aviation Services Holdings, Inc.
(FAvS) pursuant to which, among other things, TATs US subsidiary,
Piedmont, will acquire 37% of FAvS common stock and $750,000 of its preferred stock, in
exchange for the contribution of Piedmonts parts and propeller businesses. FAvS is a
leading supplier of products and services to the aerospace industry worldwide, including
the provisioning or aircraft parts and components, and supply chain management services.
FAvS also performs overhaul and repair services for wheels, brakes and starter/generators,
and builds custom hose assemblies. Simultaneously, the parties announced that FAvS has
entered into an agreement to acquire all of the assets of Kelly Aerospace Turbine Rotables
(KATR). KATR is a provider of overhaul and repair services for landing gear,
safety equipment, hydraulic and electrical components, brakes and hose assemblies for
corporate, regional and military aircraft. Piedmont has agreed to provide a 2 year
guaranty up to $7 million for the debt being incurred by FAvS in connection with the KATR
acquisition. In addition, FAvS and TAT will sign mutual marketing agreements as part of
the transaction. The transaction is subject to certain conditions and its closing is
anticipated before the year end.
TATs executive offices are
located in the Reem Industrial Park, Neta Boulevard, Bnei Ayish, Gedera 70750,
Israel, and TATs telephone number is 972-8-862-8500.
For more information of TAT Technologies, please visit our web-site:
www.tat.co.il
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Contact:
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Miri Segal-Scharia
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Yaron Shalem - CFO
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MS-IR LLC
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TAT Technologies Ltd.
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Tel:1-917-607-8654
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Tel: 972-8-862-8500
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msegal@ms-ir.com
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yarons@tat.co.il
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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, synergies, customer benefits, growth
opportunities, financial improvements, expected expense savings and other benefits
anticipated from the merger. 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
managements 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, and other risks detailed
from time to time in the companys filings with the Securities Exchange Commission,
including its registration statement on form F-4, 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.
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.
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TAT TECHNOLOGIES LTD.
(Registrant)
By: /s/ Yaron Shalem
Yaron Shalem
Chief Financial Officer
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Date: November 12, 2009
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