Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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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 March 2024

TAT TECHNOLOGIES LTD.

(Name of Registrant)

      5 Hamelacha St., Netanya 4250540, 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 ☒          Form 40-F ☐

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): ☐

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): ☐

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 ☐          No ☒

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

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6-K Items

1.	Press Release dated March 6, 2024, re TAT Technologies Ltd. Reports Full Year 2023 Results.

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Press Release

Source: TAT Technologies Limited

TAT Technologies Reports Full Year 2023 Results

Netanya, Israel, March 6, 2024 - TAT Technologies Ltd. (NASDAQ: TATT - News) (“TAT” or the “Company”), a leading provider of products and services to the commercial and military aerospace and ground defense industries, reported today its audited results for the twelve months ended December 31, 2023.

Key Financial Highlights:

•	Total revenues for the twelve months ended December 31, 2023, were $113.8 million compared to $84.6 million for the twelve months ended December 31, 2022, an increase of 35%.

•	Gross profit for the twelve months ended December 31, 2023, were $22.5 million (19.7% of revenues) compared to $15.9 million (18.8% of revenues) for the twelve months ended December 31, 2022, an increase of 41%.

•	Adjusted EBITDA for the twelve months ended December 31, 2023, was $11.2 million compared to $4 million for the twelve months ended December 31, 2022, an increase of 176%.

•

GAAP net profit from continued operations for the twelve months ended December 31, 2023, was $4.7 million ($0.51 per share on a fully diluted basis) compared to GAAP net loss from continued operations of $1.6 million (net profit of $0.1 million without a onetime impact of our restructuring plan) ($0.175 loss per share on a fully diluted basis) for the twelve months ended December 31, 2022.

•	Net debt as of December 31, 2023, was $10.3 million compared to net debt of $19.4 million as of December 31, 2022.

•	In December 2023 the Company raised $10.1 million (net from all related expenses) in a private placement sale to Israelis  institutional investors.

Mr. Igal Zamir, CEO and President of TAT Technologies stated “We are very pleased to present the results of 2023. Since Q4 of 2022 we are in constant growth mode. This as a result of the increasing demand to our products and services as well as our new line of services and operation ramp up. The demand continues to grow while our industry is ramping up from the COVID crisis. During 2023 we managed to improve our margins leading to a record year in all relevant aspects of revenue, gross margin and EBITDA. We saw our backlog increase to a record number of over $400 million. We are pleased to see that the strategic shift the Company made over the last 3 years is starting to bear fruit, enabling the Company to compete and win large strategic deals and enjoy improved margin. We ended 2023 with positive operational cash flow despite the revenue increase and the need for working capital to support the growth. The industry supply chain challenges force us to hold much more inventory than what we used to pre COVID”.

Mr Zamir continue: “We remain optimistic for 2024 as we see our increase in backlog and its coverage for the year, new contracts that we believe will yield additional revenue, and the large potential from the new APU MRO capabilities. Various operational initiatives keep us optimistic that our margins will continue to improve.”

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Non-GAAP Financial Measures

To supplement the consolidated financial statements presented in accordance with GAAP, the Company also presents a Non-GAAP presentation of Adjusted EBITDA. The adjustments to the Company’s GAAP results are made with the intent of providing both management and investors a more complete understanding of the Company’s underlying operational results, trends and performance.  Adjusted EBITDA is calculated as net income before the Company's share in results and sale of equity investment of affiliated companies, share-based compensation, taxes on income, financial (expenses) income, net, depreciation and amortization, inventory impairment from exit and dismissal activity and customers relationship write off. Non-GAAP Adjusted EBITDA, however, should not be considered as alternatives to net income and operating income for the period and may not be indicative of the historic operating results of the Company; nor they are meant to be predictive of potential future results.  Non-GAAP Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles and may not be comparable to other similarly titled measures for other companies. See reconciliation of GAAP Adjusted EBITDA below.

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 four segments: (i) Original equipment manufacturing (“OEM”) of heat transfer solutions and aviation accessories through its Gedera facility; (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 controlling shareholders is the FIMI Private Equity Fund.

TAT’s activities in the area of 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 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.

TAT’s activities in 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.

TAT’s activities in 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 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.

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TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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U.S dollars in thousands, except share data

		December 31,
		2023				2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	15,979			$	7,722
Accounts receivable, net of allowance for credit losses of $345    and $527 thousand as of December 31, 2023 and December 31, 2022 respectively			20,009				15,622
Restricted deposit			661				-
Other current assets and prepaid expenses			6,397				6,047
Inventory			51,280				45,759
Total current assets			94,326				75,150
NON-CURRENT ASSETS:
Restricted deposit			302				304
Investment in affiliates			2,168				1,665
Funds in respect of employee rights upon retirement			664				780
Deferred income taxes			994				1,229
Property, plant and equipment, net			42,554				43,423
Operating lease right of use assets			2,746				2,477
Intangible assets, net			1,823				1,623
Total non-current assets			51,251				51,501
Total assets		$	145,577			$	126,651

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TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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U.S dollars in thousands, except share data

		December 31,
		2023				2022
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term loans		$	2,200			$	1,876
Credit line from bank			12,138				6,101
Accounts payable			9,988				10,233
Accrued expenses and other			13,952				9,876
Operating lease liabilities			1,033				904
Total current liabilities			39,311				28,990
NON-CURRENT LIABILITIES:
Long-term loans			12,886				19,408
Liability in respect of employee rights upon retirement			1,000				1,148
Operating lease liabilities			1,697				1,535
Total non-current liabilities			15,583				22,091
COMMITMENTS AND CONTINGENCIES (NOTE 15)
Total liabilities			54,894				51,081
EQUITY:
Ordinary shares of NIS 0.9 par value: Authorized: 13,000,000 shares at December 31, 2023 and at December 31, 2022; Issued: 10,377,085 and 9,186,019 shares at December 31, 2023 and at December 31, 2022 respectively; Outstanding: 10,102,612 and 8,911,546 shares at December 31, 2023 and at December 31, 2022 respectively			3,140				2,842
Additional paid-in capital			76,335				66,245
Treasury shares, at cost, 274,473 shares at December 31, 2023 and 2022			(2,088	)			(2,088	)
Accumulated other comprehensive income (loss)			27				(26	)
Retained earnings			13,269				8,597
Total shareholders' equity			90,683				75,570
Total liabilities and shareholders' equity			145,577			$	126,651

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TAT TECHNOLOGIES LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

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U.S dollars in thousands

 

		Year ended December 31,
		2023				2022				2021
Revenue:
Products		$	35,241			$	25,460			$	25,870
Services			78,553				59,096				52,103
			113,794				84,556				77,973
Cost of revenue, net:
Products			30,517				21,631				23,761
Services			60,809				46,997				42,942
			91,326				68,628				66,703
Gross profit			22,468				15,928				11,270
Operating expenses:
Research and development, net			715				479				517
Selling and marketing, net			5,523				5,629				5,147
General and administrative, net			10,588				9,970				8,354
Other (income) expenses			(433	)			(90	)			(468	)
Restructuring expenses, net			-				1,715				1,755
			16,393				17,703				15,305
Operating income (loss)			6,075				(1,775	)			(4,035	)
Interest expenses,net			(1,683	)			(902	)			(250	)
Other financial income (expenses), net			353				1,029				(290	)
Income profit (loss) before taxes on income (tax benefit)			4,745				(1,648	)			(4,575	)
Taxes on income (tax benefit)			576				98				(662	)
Loss before share of equity investment			4,169				(1,746	)			(3,913	)
Share in profit (losses) of equity investment of affiliated companies			503				184				(76	)
Net income (loss) from continued operation		$	4,672			$	(1,562	)		$	(3,989	)

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TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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U.S dollars in thousands

		Year ended December 31,
		2023				2022				2021
Net income (loss) from discontinued operation			-				-			$	427
Net income loss		$	4,672			$	(1,562	)		$	(3,562	)
Net income (loss) per share from continued operation —basic		$	0.52			$	(0.175	)		$	(0.45	)
Net income (loss) per share from continued operation —diluted		$	0.51			$	(0.175	)		$	(0.45	)
Net income (loss) per share from discontinued operation - basic and diluted			-				-			$	0.05
Net income (loss) per share — basic		$	0.52			$	(0.175	)		$	(0.4	)
Net income (loss) per share — diluted		$	0.51			$	(0.175	)		$	(0.4	)
Weighted average number of shares outstanding:
Basic			8,961,689				8,911,546				8,874,696
Diluted			9,084,022				8,911,546				8,874,696

		Year ended December 31,
		2023				2022				2021
Net loss)		$	4,672			$	(1,562	)		$	(3,562	)
Other comprehensive income (loss), net
Net unrealized gains (losses) from derivatives			53				(89	)			(76	)
Reclassification adjustments for loss (gains) from derivatives included in net income			-				30				(19	)
Total other comprehensive income (loss)			53			$	(59	)		$	(95	)
Total comprehensive income (loss)		$	4,725			$	(1,621	)		$	(3,657	)

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TAT TECHNOLOGIES LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY

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U.S dollars in thousands, except share data

		Ordinary shares												Accumulated
		Number of shares issued				Amount				Additional paid-in capital				other comprehensive income (loss)				Treasury shares				Retained earnings				Total equity
BALANCE AT DECEMBER 31, 2020			9,149,169			$	2,809			$	65,711			$	128			$	(2,088	)			13,721			$	80,281
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2020:
Comprehensive loss			-				-				-				(95	)			-				(3,562	)			(3,657	)
Share based compensation			-				-				160				-				-				-				160
BALANCE AT DECEMBER 31, 2021			9,149,169			$	2,809			$	65,871			$	33			$	(2,088	)			10,159			$	76,784
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2021:
Comprehensive loss			-				-				-				(59	)			-				(1,562	)			(1,621	)
Exercise of Options			36,850				33				156				-				-				-				189
Share based compensation			-				-				218				-				-				-				218
BALANCE AT DECEMBER 31, 2022			9,186,019			$	2,842			$	66,245			$	(26	)		$	(2,088	)		$	8,597			$	75,570
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2022:
Comprehensive income															53								4,672				4,725
Exercise of Options			32,466				8				157																165
Issuance of common shares net of issuance costs of $141  thousands			1,158,600				290				9,774																10,064
Share based compensation											159																159
BALANCE AT DECEMBER 31, 2023			10,377,085			$	3,140			$	76,335			$	27			$	(2,088	)			13,269				90,683

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TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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U.S. dollars in thousands

		Year ended December 31,
		2023				2022				2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) from continued operations		$	4,672			$	(1,562	)		$	(3,989	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization			4,710				3,706				4,881
Loss (gain) from change in fair value of derivatives			(9	)			8				(19	)
Change in funds in respect of employee rights upon retirement			116				377				76
Change in operating right of use asset and operating leasing liability			22				(82	)			(73	)
Lease modification			-				-				(1,315	)
Non cash financial expenses			(172	)			(902	)			8
Increase (decrease) in restructuring plan provision			(126	)			(467	)			657
change in allowance for credit losses			(182	)			138				248
Share in results of affiliated companies			(503	)			(184	)			76
Share based compensation			159				218				160
Liability in respect of employee rights upon retirement			(148	)			(356	)			94
Impairment of fixed assets			-				-				1,820
Capital gain from sale of property, plant and equipment			(530	)			(90	)			(468	)
Deferred income taxes, net			235				23				(686	)
Government loan forgiveness			-				-				(1,442	)
Changes in operating assets and liabilities:
increase in trade accounts receivable			(4,205	)			(2,659	)			(2,934	)
increase in other current assets and prepaid expenses			(341	)			(1,836	)			(1,035	)
increase in inventory			(5,400	)			(5,069	)			(681	)
Increase (decrease) in trade accounts payable			(245	)			1,143				2,571
Increase (decrease) in accrued expenses and other			4,202				2,727				(218	)
Net cash provided by (used in) operating activities from continued operation		$	2,255			$	(4,867	)		$	(2,269	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment			2,002				93				1,163
Purchase of property and equipment			(5,102	)			(16,213	)			(16,247	)
Purchase of intangible assets			(479	)			-				(555	)
Net cash used in investing activities from continued operations		$	(3,579	)		$	(16,120	)		$	(15,639	)

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TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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U.S. dollars in thousands

		Year ended December 31,
		2023				2022				2021
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term loans			(1,701	)			(1,071	)			-
Short-term credit received from banks			1,000				-				3,000
Proceeds from long-term loans received			712				16,680				3,042
Proceeds from issuance of common shares, net			10,064				-				-
Exercise of options			165				189				-
Net cash provided by financing activities from continued operations		$	10,240			$	15,798			$	6,042
CASH FLOWS FROM DISCONTINUED ACTIVITIES:
Net cash provided by operating activities			-				-				777
Net cash provided by (used in) discontinued activities			-				-			$	777
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH EQUIVALENTS			8,916				(5,189	)			(11,089	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH EQUIVALENTS AT BEGINNING OF YEAR			8,026				13,215				24,304
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH EQUIVALENTS AT END OF YEAR			16,942				8,026				13,215

SUPPLEMENTARY INFORMATION ON INVESTING ACTIVITIES NOT INVOLVING CASH FLOW:
Purchase of property, plant and equipment on credit		$	-			$	196			$	199
Additions of operating lease right-of-use assets and operating lease liabilities		$	1,345			$	318			$	399
Reclassification of inventory to property, plant and equipment		$	68			$	284			$	829
Capital contribution to equity method investee		$	-			$	787			$	-
Supplemental disclosure of cash flow information:
Interest paid		$	(1,438	)		$	(796	)		$	(251	)
Income taxes received (paid), net		$	-			$	-			$	(3	)

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TAT TECHNOLOGIES LTD. AND ITS SUBSIDIARIES

 RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA (NON-GAAP) (UNAUDITED)

(In thousands)

		December 31,				December 31,
		2023				2022
Net income (loss)		$	4,672			$	(1,562	)
Adjustments:
Share in results of equity investment of affiliated companies			(503	)			(184	)
Taxes on income (tax benefit)			576				98
Financial expenses/ (income), net			1,330				(127	)
Depreciation and amortization			4,902				3,878
Share base compensation			159				218
Restructuring expenses			-				1,715
Adjusted EBITDA			11,136				4,036

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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. 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 war and hostilities between Israel and Hamas and Israel and Hezbollah, 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. Shareholders 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, except as required by law.

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

www.tat-technologies.com

Contact:

Mr. Ehud Ben-Yair

Chief Financial Officer

(Principal Accounting Officer)

Tel: [phone]

[e-mail]

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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/ Ehud Ben-Yair Ehud Ben-Yair Chief Financial Officer

Date: March 6, 2024

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