Consummation of the transaction is
subject to customary closing conditions, to the approval by the stockholders of FAvS of an
amendment to the Certificate of Incorporation of FAvS authorizing the new classes of
equity to be issued in connection with the transaction, and to the consummation by FAvS of
the acquisition of the business of Kelly Aerospace Turbine Rotables
(
KATR
) which 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. Stockholders
representing a majority of the shares of FAvS have agreed to vote in favor of the
amendment to the Certificate of Incorporation and, accordingly, approval is assured.
Piedmont has agreed to guaranty $7
million of the debt being incurred by FAvS in connection with the KATR acquisition by
providing a letter of credit to the lender for FAvS. The guaranty is for a period of up to
two years and reduces as such debt amortizes. Piedmont will be granted a second lien on
the assets of FAvS to secure the repayment obligations of FAvS in the event the letter of
credit is drawn upon. Piedmont will also enter into an intercreditor agreement with the
lender to FAvS which will subordinate Piedmonts claims if the letter of credit is
drawn upon to the obligations of FAvS to the lender.
Pursuant to the Stock Purchase
Agreement, Piedmont is making certain representations and warranties to FAvS relating to
the business of Piedmont Propulsion Systems and FAvS is making certain representations and
warranties to Piedmont relating to the business of FAvS. All such representations and
warranties terminate at closing. However, following closing, Piedmont will be required to
indemnify FAvS against any claims or losses arising from pre-closing environmental, tax or
products liabilities of Piedmont and FAvS will be required to indemnify Piedmont against
any claims or losses arising from pre-closing tax or products liabilities of FAvS.
FAvS and Piedmont will also enter
into a one-year services agreement pursuant to which Piedmont will provide certain
finance, human resources, IT and quality control services to FAvS and a multi-year
services agreement pursuant to which a subsidiary of Piedmont will provide certain
plating, machining and grinding services to FAvS. In addition, TAT will enter into a
non-exclusive marketing agreement with FAvS pursuant to which each party will promote and
market the other partys products and services.
Attached to this Press Release are
Unaudited Pro Forma Condensed Consolidated Financial Statements for FAvS which assume that
FAvS acquired PPS and KATR on July 1, 2008 and which reflect pro forma EBITDA of
$3,991,000 for the twelve-month period ended June 30, 2009. The pro forma balance sheet as
of June 30, 2009 also reflects total assets of $70,366,000, debt of $28,489,000 and
stockholders equity of $24,612,000. Based on discussions with the managements of
FAvS and KATR, and assuming that FAvS acquired PPS and KATR on February 1, 2009, TAT
anticipates that for the fiscal year of FAvS ending January 31, 2010, FAvS will have pro
forma EBITDA of between $6 million and $7 million (without giving effect to the costs of
the transactions described above).
Dr Shmuel Fledel, President and CEO,
TAT Technologies stated: We are excited to announce the FAvS transaction as a
milestone in our strategy to grow the Company and enhance shareholders value. This
transaction positions the group as a leading MRO One- Stop -Shop for ground
and aviation markets and enables us to focus on our core businesses: landing gear, APU,
heat exchange and regional markets.
We believe that FAvS
product and service platform to the aerospace industry worldwide combined with our MRO
business will enable TAT to significantly grow its business as well as expand its global
outreach
Closing of the transaction is
anticipated prior to the end of year end.
About the Company
TAT Technologies Ltd. provides a
variety of services and products to the commercial and military aerospace and ground
defense industries through its Gedera facility in Israel, as well as through its
subsidiaries, Bental Industries Ltd., in Israel and Limco Piedmont, Inc., in the
U.S.
After closing the transaction, TAT
will operate under three operational segments: (i) OEM of Heat Transfer products (ii) OEM
of Electric Motion Systems; and (iii) MRO services, each with the following
characteristics.
TATs activities in the area of
OEM of Heat Transfer products primarily relate to the (i) design, development, manufacture
and sale of 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; and (ii) manufacture and sale of
environmental control and cooling systems 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 Bental in August
2008 and accordingly, the results in this segment for fiscal year 2008 are not compared
with the previous years.
TATs MRO services include the
remanufacture, overhaul and repair of Heat Transfer equipment and other aircraft
components, APUs, and Landing Gear. TATs subsidiaries Limco Airepair Inc.
(Limco) and Piedmont Aviation Component Services Inc. (Piedmont)
operate FAA certified repair stations, which provide aircraft component MRO services for
airlines, air cargo carriers, maintenance service centers and the military.
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.
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
Yaron Shalem CFO
TAT Technologies Ltd.
Tel: 972-8-862-8500
yarons@tat.co.il
ATTACHEMENT
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL DATA
The unaudited pro forma condensed
consolidated financial data set forth below are based on historical consolidated financial
statements of FAvS, the historical financial statements of Aerospace Turbine Rotables,
Inc. (AeTR), the historical financial statements of Piedmont Propulsion
Systems, LLC (PPS), and adjustments described in the accompanying notes to the
unaudited pro forma financial data. The unaudited pro forma condensed financial data is
presented to give effect to FAvSs acquisitions of AeTR and PPS (collectively, the
acquisition).
The unaudited pro forma condensed
balance sheet combines the historical consolidated balance sheet of FAvS as of July 31,
2009, and the historical balance sheets of AeTR and PPS as of June 30, 2009, giving effect
to the acquisition as if it occurred on July 31, 2009. The unaudited pro forma condensed
consolidated statements of operations combine the historical consolidated statements of
operations of FAvS for the twelve months ended July 31, 2009 with the historical financial
statements of AeTR and PPS for the twelve months ended June 30, 2009, giving effect to the
acquisition as if it occurred at the beginning of the twelve month period ended July 31,
2009.
The pro forma condensed consolidated
statements of operations reflect only the pro forma adjustments expected to have a
continuing impact on the combined results beyond 12 months from the consummation of the
acquisition, and do not reflect any changes in operations that may occur.
The unaudited pro forma condensed
consolidated financial data are for illustrative purposes only, are hypothetical in nature
and do not purport to represent what our results of operations, balance sheet or other
financial information would have been if the acquisition had occurred as of the dates
indicated or what such results will be for any future periods. The unaudited pro forma
adjustments are based upon available information and certain assumptions that we believe
are reasonable, including an allocation of the purchase price based on an estimate of fair
value, and exclude certain non-recurring charges as disclosed. These estimates are
preliminary and are based on information currently available and could change
significantly.
The successor will acquire
substantially all of the assets and certain liabilities of PPS and AeTR. The
acquisitions will be accounted for under the purchase method of accounting with the assets
and liabilities acquired recorded at their fair values at the date of acquisition. The
results of operations of the acquired business will be included in the Condensed
Consolidated Statements of Operations beginning as of the effective date of the
acquisition. The purchase price will be allocated to the assets and liabilities
acquired. The excess value of the purchase price over the fair value of the assets and
liabilities acquired will be allocated to goodwill and other intangible assets.
FAvS will finalize the purchase accounting after acquisitions and expects to do so by
the end of the first quarter of the next fiscal year. The pro forma information
reflects the fair values as currently estimated based on preliminary information
available.
First Aviations
Services Inc. and Subsidiaries
Unaudited Pro Forma Consensed Consolidated Balance Sheet
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
2009
FAvS
|
|
June 30,
2009
PPS
|
|
June 30,
2009
AeRT
|
|
Pro Forma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,827
|
|
|
|
|
$
|
10
|
|
$
|
(10
|
)
|
f
|
|
$
|
1,827
|
|
Trade receivables-net
|
|
|
13,214
|
|
$
|
3,454
|
|
|
906
|
|
|
(1,100
|
)
|
i
|
|
|
16,474
|
|
Inventories, net
|
|
|
33,360
|
|
|
2,767
|
|
|
2,136
|
|
|
(1,680
|
)
|
i
|
|
|
36,583
|
|
Prepaid expenses and other
|
|
|
1,369
|
|
|
103
|
|
|
482
|
|
|
|
|
|
|
|
1,954
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
49,770
|
|
|
6,324
|
|
|
3,534
|
|
|
(2,790
|
)
|
|
|
|
56,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
2,677
|
|
|
131
|
|
|
150
|
|
|
|
|
|
|
|
2,958
|
|
Goodwill
|
|
|
|
|
|
1,311
|
|
|
1,222
|
|
|
(1,222
|
)
|
e
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,311
|
)
|
j
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,208
|
|
g
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,362
|
|
l
|
|
|
10,570
|
|
Intangible assets
|
|
|
|
|
|
1,147
|
|
|
|
|
|
(1,147
|
)
|
k
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
52,447
|
|
$
|
8,913
|
|
$
|
4,906
|
|
$
|
4,100
|
|
|
|
$
|
70,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
14,188
|
|
$
|
818
|
|
$
|
516
|
|
$
|
(44
|
)
|
b
|
|
$
|
15,478
|
|
Accrued compensation
|
|
|
160
|
|
|
150
|
|
|
231
|
|
|
(231
|
)
|
b
|
|
|
310
|
|
Other accrued liabilities
|
|
|
1,305
|
|
|
|
|
|
1,071
|
|
|
(1,041
|
)
|
b
|
|
|
1,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
449
|
|
k
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(307
|
)
|
m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving line of credit
|
|
|
21,025
|
|
|
|
|
|
(3,028
|
)
|
|
3,028
|
|
c
|
|
|
28,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000
|
|
h
|
|
|
|
|
Notes payable - current maturities
|
|
|
464
|
|
|
|
|
|
26
|
|
|
(26
|
)
|
c
|
|
|
464
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
37,142
|
|
|
968
|
|
|
(1,184
|
)
|
|
8,828
|
|
|
|
|
45,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party sub-debt
|
|
|
2,000
|
|
|
|
|
|
335
|
|
|
(335
|
)
|
c
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,000
|
)
|
m
|
|
|
|
|
Long-term debt
|
|
|
|
|
|
|
|
|
12
|
|
|
(12
|
)
|
c
|
|
|
|
|
Intercompany debt
|
|
|
|
|
|
|
|
|
796
|
|
|
(796
|
)
|
c
|
|
|
|
|
Other non-current liabilities
|
|
|
|
|
|
|
|
|
146
|
|
|
(146
|
)
|
d
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
39,142
|
|
|
968
|
|
|
105
|
|
|
5,539
|
|
|
|
|
45,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders
equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91
|
|
Preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
1,350
|
|
o,m
|
|
|
1,350
|
|
Net assets
|
|
|
|
|
|
7,945
|
|
|
|
|
|
(7,945
|
)
|
n
|
|
|
|
|
Additional paid in capital
|
|
|
39,028
|
|
|
|
|
|
55
|
|
|
(55
|
)
|
a
|
|
|
48,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,707
|
|
m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,250
|
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings (deficit)
|
|
|
(17,112
|
)
|
|
|
|
|
4,746
|
|
|
(4,746
|
)
|
a
|
|
|
(17,112
|
)
|
Accumulated other
comprehensive income
|
|
|
348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,355
|
|
|
7,945
|
|
|
4,801
|
|
|
(1,439
|
)
|
|
|
|
33,662
|
|
Less: treasury stock
|
|
|
(9,050
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,050
|
)
|
|
|
|
|
|
|
|
|
|
Total
stockholders equity
|
|
|
13,305
|
|
|
7,945
|
|
|
4,801
|
|
|
(1,439
|
)
|
|
|
|
24,612
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders equity
|
|
$
|
52,447
|
|
$
|
8,913
|
|
$
|
4,906
|
|
$
|
4,100
|
|
|
|
$
|
70,366
|
|
|
|
|
|
|
|
|
|
|
First Aviation
Services Inc. and Subsidiaries
Unaudited Pro Forma Condensed Statement
of Operation with EBIT and EBITDA presented
(amount in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve months ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
|
|
|
|
July 31, 2009
|
|
June 30, 2009
|
|
June 30, 2009
|
|
|
|
|
|
FavS
|
|
PPS
|
|
AeRT
|
|
Adjustments
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
105,782
|
|
$
|
10,013
|
|
$
|
9,486
|
|
|
|
|
|
|
$
|
125,281
|
|
COGS
|
|
|
87,236
|
|
|
7,531
|
|
|
6,798
|
|
|
|
|
|
|
|
101,565
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit excluding freight
|
|
|
18,546
|
|
|
2,482
|
|
|
2,688
|
|
|
|
|
|
|
|
23,716
|
|
Net freight expense
|
|
|
1,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
17,456
|
|
|
2,482
|
|
|
2,688
|
|
|
|
|
|
|
|
22,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expenses
|
|
|
16,667
|
|
|
474
|
|
|
1,311
|
|
$
|
(125
|
)
|
q
|
|
|
18,327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expense
|
|
|
1,581
|
|
|
329
|
|
|
600
|
|
|
(765
|
)
|
p
|
|
|
1,745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
(792
|
)
|
|
1,679
|
|
|
777
|
|
|
890
|
|
|
|
|
2,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
320
|
|
t
|
|
|
|
|
Interest expense, net
|
|
|
1,187
|
|
|
|
|
|
58
|
|
|
(58
|
)
|
s
|
|
|
1,507
|
|
Other income (expense)
|
|
|
10
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes
|
|
|
(1,969
|
)
|
|
1,679
|
|
|
722
|
|
|
628
|
|
|
|
|
1,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
360
|
|
u
|
|
|
|
|
Income taxes (w)
|
|
|
|
|
|
672
|
|
|
290
|
|
|
(962
|
)
|
r
|
|
|
360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(1,969
|
)
|
$
|
1,007
|
|
$
|
432
|
|
$
|
1,230
|
|
|
|
$
|
700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT
|
|
$
|
(782
|
)
|
$
|
1,679
|
|
$
|
780
|
|
|
|
|
|
|
$
|
2,567
|
|
EBITDA
|
|
|
468
|
|
|
1,810
|
|
|
852
|
|
|
|
|
|
|
|
3,991
|
|
See
Notes to Unaudited Pro Forma Condensed Financial Statements
First Aviation
Services Inc. and Subsidiaries
Notes to Unaudited Pro Forma
Condensed Financial Statements
1.
|
The
acquisitions of AeTR and PPS will be accounted for as a business combination.
FAvS will finance the acquisitions with a $7.0 million borrowing under its
existing $32.0 million revolving credit facility and issuance of its common and
preferred stock currently valued at $9.0 million. The purchase price is subject
to a working capital adjustment. Under the acquisition method of accounting,
the assets and liabilities of AeTR and PPS will be recorded at their fair
values as of the acquisition date.
|
|
The
purchase price is determined as follows (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash consideration paid
|
|
|
$
|
7,000
|
|
|
Issuance of FAVS stock
|
|
|
|
9,000
|
|
|
|
|
|
|
Purchase price
|
|
|
$
|
16,000
|
|
|
|
|
|
|
For
purposes of the pro forma presentation, the purchase price has been allocated on a
preliminary basis to the acquired tangible and intangible assets and liabilities based on
their estimated fair values as of July 31, 2009 as follows (amounts in thousands);
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
$
|
7,068
|
|
|
Property and equipment
|
|
|
|
281
|
|
|
Current liabilities
|
|
|
|
(1,919
|
)
|
|
Goodwill
|
|
|
|
10,570
|
|
|
|
|
|
|
Net purchase price
|
|
|
$
|
16,000
|
|
|
|
|
|
|
Subsequent
to acquisition, goodwill will be adjusted as other intangible assets are valued at fair
value. Intangible assets with indefinite lives (once determined), including goodwill, will
not be amortized.
|
|
The
purchase price allocation above, including amounts allocated to goodwill, is presented for
pro forma information only. The actual purchase price allocation will be based on the fair
values of the assets acquired and liabilities assumed as of the respective acquisition
dates, which may be materially different than the estimated fair values at July 31, 2009.
|
2.
|
The
following describes the pro forma adjustments related to the acquisitions made
in the accompanying unaudited pro forma condensed consolidated balance sheet as
of July 31, 2009 and the unaudited pro forma condensed consolidated statement
of operations for the twelve months ended July 31, 2009.
|
a
|
To
eliminate AeTR historical stockholders' equity
|
b
|
To
eliminate non-acquired current liabilities of AeTR
|
c
|
To
eliminate non-acquired debt of AeTR
|
d
|
To
eliminate deferred tax liability of AeTR
|
e
|
To
eliminate pre-acquisition goodwill on AeTR
|
f
|
To
eliminate non-acquired assets of AeTR
|
g
|
To
record goodwill on AeTR acquisition
|
h
|
To
record debt for AeTR acquisition-interest at prime rate (as defined) plus 4.5%
|
i
|
To
adjust acquired assets to estimated fair value
|
j
|
To
eliminate pre-acquisition goodwill and intangibles assets on PPS
|
k
|
To
record additional current liabilities for PPS
|
l
|
To
record goodwill on PPS acquisition
|
m
|
Convert
FAVS sub-debt to equity
|
n
|
To
eliminate net assets (equity) on PPS
|
o
|
To
record estimated value of FAvS common and preferred stock to be issued
|
p
|
Eliminate
corporate allocation
|
q
|
Eliminate
estimated non-ongoing SG&A expenses on AeTR
|
r
|
Eliminate
Income tax on AeTR
|
s
|
Eliminate
historical interest on AeTR
|
t
|
Estimated
additional interest on additional debt
|
u
|
Estimated
income taxes at the statutory rate
|
v
|
Transaction
expenses associated with the acquisitions are not presented in the accompanying
Pro Forma Statement of Operations
|
w
|
The
acquired companies were part of a consolidated group and do not pay income tax as
individual companies. Income taxes presented represent income tax at an estimated
tax rate as if they reported separately
|
SIGNATURES
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, thereto duly authorized.
|
|
TAT TECHNOLOGIES LTD.
(Registrant)
By: /s/
Yaron Shalem
Yaron Shalem
Chief Financial Officer
|
Date: November 9, 2009
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