SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 20-F/A
| o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________ to _____________
| o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 |
| | Date of event requiring this shell company report |
Commission file number: 0-16050
TAT TECHNOLOGIES LTD.
(Exact name of Registrant as specified in its charter
and translation of Registrant’s name into English)
Israel
(Jurisdiction of incorporation or organization)
P.O. Box 80, Gedera 70750, Israel
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
| Ordinary Shares, NIS 0.90 Par Value | NASDAQ Global Market |
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…………… 8,808,344
(as of December 31, 2014)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
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 o No x
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.
Yes x No o
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):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer x |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x | International Financial Reporting Standards as issued by the International Accounting Standards Board o | Other o |
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 o Item 18 o
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).
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year ended December 31, 2014 originally filed with the Securities and Exchange Commission on March 23, 2015 (“2014 Form 20-F”), is being filed for purposes of amending the following typographical error:
In page 4 of the 2014 Form 20-F (Income Statement Data), the number "3,819" shall replace the number "13,281" in the row titled "Operating income (loss) from continuing operations".
The table titled "Income Statement Data" is replaced with the following table to reflect the amendment of such typographical error:
Income Statement Data:
| | | Year Ended December 31, | |
| | | 2014 | | | 2013 | | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands, except share and per share data) | |
| Revenues: | | | | | | | | | | | | | | | |
| Products | | $ | 31,363 | | | $ | 34,364 | | | $ | 36,263 | | | $ | 36,837 | | | $ | 25,908 | |
| Services | | | 49,363 | | | | 45,187 | | | | 41,652 | | | | 36,902 | | | | 40,801 | |
| Total revenues | | | 80,726 | | | | 79,551 | | | | 77,915 | | | | 73,739 | | | | 66,709 | |
| Cost of revenues: | | | | | | | | | | | | | | | | | | | | |
| Products | | | 23,340 | | | | 24,892 | | | | 25,177 | | | | 24,914 | | | | 21,859 | |
| Services | | | 40,286 | | | | 35,987 | | | | 33,362 | | | | 31,794 | | | | 29,136 | |
| Write down of inventory and impairment charges of long lived assets | | | - | | | | - | | | | - | | | | 5,465 | | | | 3,500 | |
| Total cost of revenues | | | 63,626 | | | | 60,879 | | | | 58,539 | | | | 62,173 | | | | 54,495 | |
| Gross profit | | | 17,100 | | | | 18,672 | | | | 19,376 | | | | 11,566 | | | | 12,214 | |
| Operating expenses: | | | | | | | | | | | | | | | | | | | | |
| Research and development, net | | | 1,070 | | | | 713 | | | | 995 | | | | 455 | | | | 274 | |
| Selling and marketing | | | 3,203 | | | | 3,150 | | | | 2,899 | | | | 2,819 | | | | 2,948 | |
| General and administrative | | | 9,019 | | | | 9,512 | | | | 10,110 | | | | 9,450 | | | | 11,262 | |
| Impairment of goodwill and intangible assets | | | | | | | - | | | | - | | | | - | | | | 4,704 | |
| Other income | | | (11 | ) | | | (20 | ) | | | (13 | ) | | | (190 | ) | | | - | |
| Operating income (loss) from continuing operations | | | 3,819 | | | | 5,317 | | | | 5,385 | | | | (968 | ) | | | (6,974 | ) |
| Financial expenses, net | | | (1,294 | ) | | | (50 | ) | | | (106 | ) | | | (420 | ) | | | (33 | ) |
| Other expenses, net | | | - | | | | - | | | | - | | | | - | | | | (200 | ) |
| Gain from dilution of interests in affiliated company | | | - | | | | - | | | | - | | | | 240 | | | | - | |
| Income (loss) from continuing operations before taxes on income | | | 2,525 | | | | 5,267 | | | | 5,267 | | | | (1,148 | ) | | | (7,207 | ) |
| Taxes on income (tax benefit) | | | 1,360 | | | | 1,041 | | | | 2,090 | | | | (335 | ) | | | (4,262 | ) |
| Net income (loss) from continuing operations after taxes on income | | | 1,165 | | | | 4,226 | | | | 3,189 | | | | (813 | ) | | | (2,945 | ) |
| Share in results of affiliated company and impairment of share in affiliated company | | | 267 | | | | 1,025 | | | | (3,756 | ) | | | 331 | | | | (4,510 | ) |
| Net income (loss) from continuing operations | | | 1,432 | | | | 5,251 | | | | (567 | ) | | | (482 | ) | | | (7,455 | ) |
| Net income (loss) from discontinued operations, net of tax | | | - | | | | (2,429 | ) | | | (1,147 | ) | | | (548 | ) | | | 169 | |
| Net income (loss) attributable to TAT Technologies’ shareholders | | $ | 1,432 | | | $ | 2,822 | | | $ | (1,714 | ) | | $ | (1,030 | ) | | $ | (7,286 | ) |
| Basic and diluted net income (loss) per share | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) from continuing operations per share attributable to controlling interest | | | 0.16 | | | | 0.60 | | | | (0.06 | ) | | | (0.05 | ) | | | (0.84 | ) |
| Discontinued operations attributable to controlling interest | | | - | | | | (0.28 | ) | | | (0.13 | ) | | | (0.07 | ) | | | 0.02 | |
| | | $ | 0.16 | | | $ | 0.32 | | | $ | (0.19 | ) | | $ | (0.12 | ) | | $ | (0.82 | ) |
| Weighted average number of shares used in computing | | | | | | | | | | | | | | | | | | | | |
| Basic net income (loss) per share | | | 8,805,495 | | | | 8,799,237 | | | | 8,808,075 | | | | 8,815,003 | | | | 8,815,003 | |
| Diluted net income (loss) per share | | | 8,826,542 | | | | 8,808,920 | | | | 8,808,075 | | | | 8,815,003 | | | | 8,815,003 | |
| Cash dividend per share | | $ | 0.23 | | | $ | - | | | $ | 0.28 | | | $ | - | | | $ | - | |
Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other item of the 2012 Form 20-F, or reflect any events that have occurred after the 2012 Form 20-F was originally filed.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| | TAT TECHNOLOGIES LTD. | |
| | | | |
| | By: | /s/ Tiko Gadot | |
| | | Tiko Gadot | |
| | | Chief Financial Officer (Principal Accounting Officer) | |
| | | | |
| Date: March 23, 2015 | | | |
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