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A.
Reserved.
B.
Capitalization and Indebtedness
Not applicable.
C.
Reasons for the Offer and Use of Proceeds
Not applicable.
D.
Risk Factors
Investing in our ordinary shares involves certain risks and uncertainties.
You should carefully consider the risks and uncertainties described below before investing in our ordinary shares. Our business, prospects,
financial condition and results of operations could be adversely affected due to any of the following risks. In that case, the value of
our ordinary shares could decline, and you could lose all or part of your investment. This annual report also contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including the risks faced by us described below and elsewhere in this annual report.
3
Risks Related to Our Business and Our Industry
• The aerospace industry is subject to significant regulation and oversight, and TAT and its subsidiaries may incur significant fines, penalties and costs if TAT and its subsidiaries do not comply with these regulations.
• TAT competes with a number of established companies in all aspects of TAT’s business, many of which have significantly greater resources or capabilities than TAT.
• TAT derives a material share of its revenues from few major customers. If TAT loses any of these customers or they reduce the amount of business they do with TAT, TAT’s revenues may be seriously affected.
• A part of the revenues of TAT and its subsidiaries are from contracts with the U.S. and Israeli governments and are subject to special risks. A loss of all, or a major portion, of these revenues from government contracts could have a material adverse effect on TAT’s operations.
• If TAT and its subsidiaries do not receive the governmental approvals necessary for the export of their products, TAT’s revenues may decrease. Similarly, if TAT’s suppliers and partners do not receive their government approvals necessary to export their products or designs to TAT, TAT’s revenues may decrease.
• TAT depends on a limited number of suppliers of components for certain of its products and if TAT or any of its subsidiaries are unable to obtain these components when needed, they would experience delays in manufacturing their products and TAT’s financial results could be adversely affected.
• TAT may face increased labor and raw materials costs. TAT may not be able to recoup future increases in the cost of wages and raw materials required for its operations through price increases for its products.
• TAT’s future success depends on its ability to develop new offerings and technologies.
4
• TAT may face significant risks in the management of its inventory, while failure to effectively manage its inventory levels may result in supply imbalances that could harm its business.
• TAT’s backlog of projects under contract is subject to unexpected adjustments, delays in payments and cancellations.
• TAT faces special risks from international sales operations which may have a material adverse effect on TAT’s business, operating results and financial condition.
• TAT may engage in future acquisitions that could dilute TAT’s shareholders’ equity and harm TAT’s business, results of operations and financial condition.
• Our strategic partnerships and relationships carry inherent business risks.
• Rapid technological changes may adversely affect the market acceptance of TAT’s products.
• TAT has fixed-price contracts with some of its customers and TAT bears the risk of costs in excess of its estimates. In addition, TAT may not be able to pass on increased costs to its customers.
• TAT depends on its key executives; it may not be able to hire and retain additional key employees or successfully integrate new members of its team; the loss of key employees could have a material adverse effect on TAT’s business.
• TAT depends on its manufacturing and MRO facilities and any material damage to these facilities may adversely impact TAT’s operations.
• TAT uses equipment that is not easily repaired or replaced, and therefore material equipment failures could cause TAT or its subsidiaries to be unable to meet quality or delivery expectations of its customers.
5
• TAT may fail to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.
• TAT has potential exposure to liabilities arising under environmental laws and regulations.
• TAT is exposed to potential liabilities arising from product liability and warranty claims.cy
• Significant disruptions of TAT’s information technology systems or breaches of its data security could adversely affect TAT’s business.
• TAT’s activity in Israel may be adversely affected by a change in the exchange rate of the NIS against the U.S Dollars. As exchange rates between the NIS and the dollar fluctuate continuously, exchange rate fluctuations, particularly larger periodic devaluations, may have an impact on TAT’s profitability and period to period comparisons of TAT’s results.
Risk Factors Related to Our Ordinary Shares
• TAT’s share price has been volatile in the past and may decline in the future.
Risks Relating to Our Location in Israel
• Because TAT has significant operations in Israel, TAT may be subject to political, economic and other conditions affecting Israel that could increase TAT’s operating expenses and disrupt TAT’s business.
• The war in Israel and other conditions in Israel could materially affect TAT’s business.
• TAT’s results of operations may be negatively affected by the obligation of its personnel to perform military service.
• Your rights and responsibilities as a shareholder are governed by the Israeli law and may differ in some respects from the rights and responsibilities of shareholders under U.S. law.
• Israeli law may delay, prevent or make difficult an acquisition of TAT, which could prevent a change of control and, therefore, depresses the price of TAT’s shares.
• Investors and TAT’s shareholders generally may have difficulties enforcing a U.S. judgment against TAT, TAT’s executive officers and directors in Israel or the United States, or asserting U.S. securities laws claims in Israel.
• As a foreign private issuer whose shares are listed on the NASDAQ, TAT may follow certain home country corporate governance practices instead of certain NASDAQ requirements.
6
Risks Related to Our Business and Our Industry
The aerospace industry is subject to significant
regulation and oversight, and TAT and its subsidiaries may incur significant fines, penalties and costs if TAT and its subsidiaries do
not comply with these regulations.
The aerospace industry is highly regulated in the United States
and internationally. In order to manufacture, sell and service parts used in aircrafts, TAT and its subsidiaries must be certified, accepted
by regulatory authorities such as the FAA, the EASA, the United States Department of Defense, comparable agencies in other countries and/or
by the original equipment manufacturers (“OEMs”). If any of our material certifications, authorizations, permits or approvals
are revoked or suspended, TAT’s or its subsidiaries’ operations could be subjected to significant fines and penalties. Furthermore,
new and more demanding government regulations may be adopted in the future, or industry oversight may be increased. TAT and its subsidiaries
may need to incur significant additional costs to achieve compliance with new regulations or to reacquire a revoked or suspended license
or approval, which could materially reduce profitability.
TAT competes with a number
of established companies in all aspects of TAT’s business, many of which have significantly greater resources or capabilities than
TAT.
TAT faces competition from several well-established companies,
many of which possess greater resources and capabilities than TAT’s major competitors in the area of OEM heat transfer solutions
and aviation accessories, are other OEMs who manufacture heat transfer solutions. These include:
(i) Manufacturers based in the United States, such as the Hughes-Treitler division of Ametek Inc., Boyd Corporation, Collins Aerospace, Honeywell International, and Triumph Thermal Systems;
(ii) Manufacturers based in Europe such as HS Marston Aerospace Ltd., a subsidiary of Collins Aerospace, Secan and Liebherr-Aerospace Toulouse S.A.; and
(iii) Manufacturers based in Asia such as Sumitomo Precision Products from Japan.
Many of TAT's competitors are larger and possess considerably greater
resources, including market recognition. These advantages can allow them to achieve greater economies of scale and make them less
susceptible to price competition compared to TAT. Additionally, some of these companies are recognized as tier-one suppliers, offering
the customers a broader range of systems and products, alongside heat transfer solutions, as a complete package. TAT may struggle to provide
its products as part of integrated systems to the same degree as its competitors. Failing to meet these challenges could negatively impact
on TAT's business, financial health, and operational results in the long term.
TAT’s major competitors in the area of MRO services for heat
transfer components are the MRO Divisions of OEMs, including Honeywell, Honeywell Secan, Honeywell Singapore, Collins Aerospace Malaysia,
Collins Aerospace Maastricht, and Liebherr Aerospace Saline, in addition to the in-house maintenance services of various commercial airlines
and other independent service providers, including AAR, Drake Air – Ametek, American Cooler Service – Aviation Technical Services,
Lufthansa Technik and Parker Hannifin.
7
TAT’s major competitors in the area of MRO services for aviation
components, landing gear and APUs, are the service divisions of OEMs, the in-house maintenance services of various commercial airlines
and other independent service providers, including Standard Aero Group Inc., Aerotech International Inc., Honeywell International, AAR
Corp., Safran, Liebherr, Turbine Aero, Hawker Pacific and APRO.
TAT’s major competitors in the area of overhaul and coating of jet engine components
are the service divisions of OEMs, the in-house maintenance services of various commercial airlines and other independent service providers,
including Safran, General Electric, GKN, PAS MCT Japan and others. With respect to masking materials, TAT's major competitors are APV
Coatings, Praxair, Saint-Gobain and others.
Competition in the MRO market is based on turn-around time, price,
capacity, quality, engineering solutions, and breadth of services. A number of our competitors have inherent competitive advantages. For
example, we compete with the service divisions of large OEMs which are able to derive significant brand recognition from their OEM manufacturing
activities. We also compete with the in-house service divisions of large commercial airlines where there is a strong incentive for an
airline to fully utilize the services of its maintenance employees and facilities.
Further, TAT’s competitors may have additional competitive
advantages, such as:
• The
ability to adapt faster to changes in customer requirements and industry conditions or trends;
• Greater
access to capital;
• Stronger
relationships with customers and suppliers;
• Greater
name recognition;
• Access
to superior technology and greater marketing resources;
• The
ability to offer complete systems in addition to components; and
• The
ability to bundle heat transfer components and solutions and other aircraft components.
If TAT is unable to overcome these competitive disadvantages, then
TAT’s business, financial condition and results of operations would be adversely affected.
8
TAT derives a material share of its revenues from few major customers.
If TAT loses any of these customers or they reduce the amount of business they do with TAT, TAT’s revenues may be seriously affected.
Five customers accounted for approximately 32.6%, 29.9% and 28.46%
of TAT’s revenues for the years ended December 31, 2025, 2024 and 2023, respectively. TAT has a single customer of MRO that accounted
for approximately 14.5%, 12.8% and 12.6% of TAT’s revenues for the years ended December 31, 2025, 2024 and 2023, respectively. TAT’s
major customers may not maintain the same volume of business with TAT in the future. If TAT loses any of these customers or they reduce
the amount of business they do with TAT, TAT’s revenues may be seriously affected.
A part of the revenues of TAT and its subsidiaries
are from contracts with the U.S. and Israeli governments and are subject to special risks. A loss of all, or a major portion, of these
revenues from government contracts could have a material adverse effect on TAT’s operations.
A portion of the revenues of TAT and its subsidiaries are from
contracts with the U.S. and Israeli governments. Sales to the U.S. and Israeli governments accounted for approximately 9.3%, 12.4% and
8.3% of TAT’s revenues on a consolidated basis for the years ended December 31, 2025, 2024 and 2023, respectively.
Business with the U.S. and Israeli governments, as well as with
the governments of other countries, is subject to unique risks which do not exist when doing business with other private parties. These
risks include the ability of the governmental authorities to unilaterally:
• Suspend TAT or any of its subsidiaries from receiving new contracts pending resolution of alleged violations of procurement laws or regulations;
• Terminate existing
contracts, with or without cause, at any time;
• Condition the receipt
of new contracts on conditions which are beyond the control of TAT;
• Reduce the value of
existing contracts;
• Audit the contract-related costs and fees of TAT and its subsidiaries, including allocated indirect costs; and
• Control or prohibit
the export of products of TAT and its subsidiaries.
Also, military and defense budget cuts may result in reduced demand
for the products and manufacturing services of TAT and its subsidiaries. Smaller budgets could lead to a reduction in the business revenues
of TAT and its subsidiaries.
9
If TAT and its subsidiaries do
not receive the governmental approvals necessary for the export of their products, TAT’s revenues may decrease. Similarly, if TAT’s
suppliers and partners do not receive their government approvals necessary to export their products or designs to TAT, TAT’s revenues
may decrease.
Under Israeli law, the export of certain products and know-how
of TAT and its subsidiaries is subject to approval by the Israeli Ministry of Defense. Prior to initiating sales proposals for the export
of these products and know-how and prior to the actual shipment of such products or know-how, TAT and its subsidiaries must obtain permits
from the Israeli Ministry of Defense. TAT and its subsidiaries may not be able to receive in a timely manner, or at all, all the required
permits for which they may apply in the future.
Similarly, many countries have laws according to which the export
of certain military products, technical designs and spare parts require the prior approval of, or an export license from, their governments.
This process also applies to our partners and suppliers. If TAT and its subsidiaries or its partners and suppliers are unable to receive
all the required permits and/or licenses in a timely manner, or at all, TAT’s revenues may decrease.
TAT depends on a limited number of suppliers
of components for certain of its products and if TAT or any of its subsidiaries are unable to obtain these components when needed, they
would experience delays in manufacturing their products and TAT’s financial results could be adversely affected.
TAT relies on a limited number of key suppliers for parts for certain
of its OEM activities and MRO services. Some of these suppliers are currently the sole source of one or more components upon which TAT
is dependent. For example, Honeywell International Inc. is a key supplier to TAT of APU spare parts and of certain other components used
by TAT and its subsidiaries for OEM activities and in the provision of MRO services. TAT's subsidiary, Piedmont, is a Honeywell licensed
Authorized Repair Center for APUs under two separate agreements, for military and commercial applications. In September 2020, Piedmont
entered into a ten-year agreement with Honeywell for commercial application. Under this agreement, Piedmont is designated as an authorized
MRO station under Honeywell's license.
Suppliers of some of these components require TAT to place orders
with significant lead times to assure supply in accordance with TAT’s requirements. A delay in the supply of these components can
significantly delay the delivery of our products and services. If TAT were to engage in a commercial dispute with or be unable to obtain
adequate supplies of parts from these suppliers at commercially reasonable prices or within the required lead time, TAT could experience
delays in manufacturing, and its financial results could be adversely affected. Increased costs associated with supplied materials or
components could increase TAT’s costs and reduce TAT’s profitability if TAT is unable to pass these cost increases on to its
customers.
10
TAT may be affected by changes in government
trade policies and international trade disputes that result in tariffs and other protectionist measures, which could adversely affect
our business in the future.
The U.S. government and the current administration have made public
statements and taken certain actions indicating significant changes in U.S. trade policy, including imposing new or increased tariffs
on certain goods imported into the United States from Canada, Mexico and China. In response, a number of other countries have announced
an intention to impose additional duties on imports from the United States. To date, our business has not been affected by such actions.
However, changes in government trade policies and international trade disputes that result in tariffs and other protectionist measures
could adversely affect our business in the future.
TAT may face increased labor and raw materials
costs. TAT may not be able to recoup future increases in the cost of wages and raw materials required for its operations through price
increases for its products.
We are impacted by inflationary increases in wages and the cost
of raw materials. In all countries in which we operate, wage and benefit inflation, whether driven by competition for talent or ordinary
course pay increases and other inflationary pressures, may increase our cost of providing services and reduce our profitability. Decreases
in the availability of supplies, increases in the cost of supplies, and delivery issues have caused shortages and delays, as well as increased
costs for the procurement of raw materials, components, and other supplies required for our performance. TAT may not be able to recoup
future increases in the cost of labor and raw materials through price increases for its products and services. Our operating profits and
margins under our contracts could be adversely affected by these factors, particularly if the current inflationary pressures are prolonged.
If TAT is unable to obtain the raw materials required for its operations, TAT could experience delays or disruptions in the provision
of its services, and its financial results could be adversely affected.
TAT’s future success depends on its ability to develop new
offerings and technologies.
The markets we serve are characterized by rapid changes in technologies
and evolving industry standards. In addition, some of our products are installed on, and some of our services are provided in connection
with platforms that may have a limited life or become obsolete. Unless we develop new offerings or enhance our existing offerings, we
may be susceptible to loss of market share resulting from the introduction of new or enhanced offerings by competitors.
TAT may face significant risks in the management
of its inventory, while failure to effectively manage its inventory levels may result in supply imbalances that could harm its business.
We maintain an inventory of exchangeable units of heat transfer
solutions, aviation accessories, aviation components, APUs, landing gear, engine blades and coating materials and other spare parts related
to our products and services in various locations, including with third party logistics providers. Due to the long lead time of our suppliers
and manufacturing cycles, we need to forecast demand and commit significant resources towards these inventories. As such, we are subject
to significant risks in managing the inventory needs of our business, including estimates of the appropriate demand across our products.
Should actual market conditions differ from our estimates, our future results of operations could be materially adversely affected. In
the future, we may be required to record write-downs of finished products and materials on-hand as a result of future changes in our sales
forecasts.
11
TAT’s backlog of projects under contract
is subject to unexpected adjustments, delays in payments and cancellations.
Our backlog includes purchase orders received from our customers
for our products or services and our estimation of the maximum potential revenues that are expected to be derived from frame agreements
with our customers over the life of the contract or 10 years – the lower of the two. There is no legal obligation from the customer
to purchase our products or services under those frame agreements. In addition, we use estimations to evaluate the potential revenue
from these agreements. From time to time, for reasons beyond our control, projects are delayed, scaled back, suspended or cancelled, or
the customer delays making payments, which may adversely affect the revenue, profit and cash flow that we ultimately receive from contracts
reflected in our backlog.
TAT faces special risks from international sales operations which
may have a material adverse effect on TAT’s business, operating results and financial condition.
For the years ended December 31, 2025, 2024 and 2023, approximately
92%, 94% and 93% of TAT’s sales, respectively, resulted from TAT’s international sales (i.e., excluding Israel). This revenue
concentration is subject to various risks, including:
• Governmental
embargoes or foreign trade restrictions;
• Changes
in U.S. and foreign governmental regulations;
• Changes
in foreign exchange rates;
• Tariffs;
• Other
trade barriers;
• Political,
economic and social instability; and
• Difficulties
collecting accounts receivable.
Accordingly, TAT and its subsidiaries may encounter significant
difficulties in connection with the sale of their products in international markets.
12
TAT may engage in future acquisitions that
could dilute TAT’s shareholders’ equity and harm TAT’s business, results of operations and financial condition.
TAT has pursued, and will continue to pursue, growth opportunities
through organic growth as well as the acquisition of businesses, products and technologies.
TAT is unable to predict whether or when any prospective acquisition
will be completed. TAT may not be able to successfully identify suitable acquisition candidates, complete acquisitions, integrate the
acquired businesses into its operations, or expand into new markets. The process of integrating an acquired business may be prolonged
due to unforeseen difficulties and may require a disproportionate amount of TAT’s resources, including management attention. Furthermore,
once integrated, acquisitions may not achieve comparable levels of revenues, profitability or productivity as TAT’s existing business
or otherwise perform as expected. The occurrence of any of these events could harm TAT’s business, financial condition or results
of operations. Future acquisitions may require substantial capital resources, which may require TAT to seek additional debt or equity
financing.
Future acquisitions by TAT could result in the following, any of
which could materially harm TAT’s results of operations or the price of TAT’s ordinary shares:
• Issuance of equity securities that would dilute TAT’s shareholders’ percentages of ownership;
• Large one-time write-offs;
• The incurrence of debt and contingent liabilities;
• Difficulties in the assimilation and integration of operations, personnel, technologies, products and information systems of the acquired companies;
• Diversion of management’s attention from other business activities and concerns;
• Contractual disputes;
• Risks of entering geographic and business markets in which TAT has no or only limited prior experience; and
• Potential loss of key employees of acquired organizations.
13
Our strategic partnerships and relationships carry inherent business
risks.
We may participate in strategic partnerships and joint ventures
in a various countries. For example, we have signed a joint venture agreement with the Russian-based company Engineering (as defined below),
to establish a new facility for the provision of MRO services for heat transfer components in Russia and the Commonwealth of Independent
States (“CIS”).
Our actions with respect to these affiliated companies may be partially
restricted by shareholders agreements entered into with our strategic partners. Our business, financial condition, results of operations
and prospects may be materially harmed if disagreements arise with our partners. Additionally, our ability to withdraw funds and dividends
from these entities may depend on the consent of such partners. If one of our strategic partners becomes subject to investigation, sanctions
or liability, TAT might be adversely affected. Furthermore, strategic partnerships in emerging markets are accompanied by risks inherent
to those markets, such as an increased probability of a partner defaulting on obligations or losing a partner with important insights
in that region. Strategic partnerships in emerging markets are subject to greater risks than strategic partnerships in more developed
markets, including significant political, legal and economic risks and risks related to fluctuations in currencies
Rapid technological changes may adversely affect the market acceptance
of TAT's products.
The aerospace and defense markets in which TAT competes are subject
to technological changes, introduction of new products, changes in customer demands and evolving industry standards. For example, new
materials, new structures and 3D printing – a technology based on the principle of joining thin layers of materials, in horizontal
cross-section, to build up a real, three-dimensional object from a digital model – may enable the manufacturing of high-quality
and new characterization heat exchangers in serial production with a better return of value. The future success of TAT will depend upon
its ability to keep pace with technological developments and to timely address the increasingly sophisticated needs of its customers by
supporting existing and new technologies and by developing enhancements to its current products and by introducing new ones.
TAT has fixed-price contracts with some of
its customers and bears the risk of costs in excess of its estimates. In addition, TAT may not be able to pass on increased costs to its
customers.
TAT has entered into multi-year, fixed-price contracts with some
of its MRO and OEM customers. Pursuant to these contracts, TAT realizes all the benefits or costs resulting from any increases or decreases
in the cost of providing services and products to these customers. Several of TAT’s contracts do not allow TAT to recover for increases
in raw material prices, taxes or labor costs, while other contracts may permit, to a limited extent, periodic price adjustments. Any increase
in these costs could increase the cost of operating our business and reduce our profitability. Factors such as inaccurate pricing and
increases in the cost of labor, materials or overhead may result in cost over-runs and losses on those agreements. TAT may not succeed
in obtaining customer approval to re-price a particular product and may not be able to recoup previous losses resulting from incomplete
or inaccurate engineering data. In addition, as costs increase, TAT may not be able to pass on such increased costs to other customers.
This could materially impact TAT’s profitability.
14
TAT depends on its key executives; it may not
be able to hire and retain additional key employees or successfully integrate new members into its team; the loss of key employees could
have a material adverse effect on TAT’s business.
TAT’s success depends to a large extent on the experience
and expertise of its senior management. Any member of TAT’s senior management may choose to end his or her employment with TAT and
seek employment with others for any reason. The loss of the expertise of TAT’s senior management through death, disability or an
employee’s decision to end his or her employment could have a material and adverse effect on our business, financial condition
and results of operations. TAT is not the beneficiary of life or disability insurance covering any of its senior management, key employees
or other personnel.
TAT depends on its manufacturing and MRO facilities and any material
damage to these facilities may adversely impact TAT’s operations.
TAT’s results of operations depend in large part on its ability
to provide prompt and efficient service to its customers upon receipt of orders, either the manufacture and delivery of OEM products or
the provision of MRO services. As a result, any material disruption of TAT’s day-to-day operations could have a material adverse
effect on its business, customer relations and profitability. TAT relies on its facilities in Kiryat Gat, Israel, Kernersville and Greensboro,
North Carolina and Tulsa, Oklahoma for the manufacture of its OEM products and the provision of its MRO services. A war or terrorist act,
fire, flood, earthquake or other disaster or condition that significantly damaged or destroyed any of these facilities would have a material
adverse effect on the operations of TAT.
TAT uses equipment that is not easily repaired
or replaced, and therefore material equipment failures could cause TAT or its subsidiaries to be unable to meet quality or delivery expectations
of its customers.
Many of TAT’s service and manufacturing processes are dependent
on equipment that is not easily repaired or replaced. As a result, unexpected equipment failures could result in production delays or
the manufacture of defective products. TAT’s ability to meet its customers’ expectations with respect to on-time delivery
of repaired components or quality OEM products is critical. Failure by TAT to meet the quality or delivery expectations of its customers
could lead to the loss of one or more of its significant customers.
TAT may fail to maintain effective internal
controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.
The Sarbanes-Oxley Act of 2002 (“SOX”) imposes certain
duties on TAT and its executives and directors. TAT’s efforts to comply with the requirements of Section 404 of the SOX, governing
internal controls and procedures for financial reporting, have led to increased general and administrative expenses and a diversion of
management time and attention. TAT expects these compliance efforts will continue to require commitment of significant resources. As part
of these efforts, TAT may identify material weaknesses or significant deficiencies in its assessments of its internal controls over financial
reporting. Failure to maintain effective internal controls over financial reporting could result in investigation or sanctions by regulatory
authorities and could have a material adverse effect on TAT’s operating results, investor confidence in TAT’s reported financial
information and the market price of TAT’s ordinary shares.
15
TAT has potential exposure to liabilities arising
under environmental laws and regulations.
TAT’s business operations and facilities are subject to various
federal, state, and local laws and regulations related to the environment, including, but not limited to, regulations that govern the
discharge of pollutants and hazardous substances into the air and water, as well as the handling, storage and disposal of such materials.
Compliance with such laws as they relate to the handling, storage and disposal of hazardous substances is a significant obligation for
TAT across all of its facilities. If it fails to comply with these and other environmental-related laws and regulations, TAT would be
subject to serious consequences, including fines and other sanctions, and limitations on its operations due to changes to, or revocations
of, the environmental permits applicable to its facilities. The adoption of new laws and regulations, stricter enforcement of existing
laws and regulations, discovery of previously unknown contamination or the imposition of new cleanup requirements could require TAT to
incur costs and become subject to new or increased liabilities that could increase TAT’s operating costs and adversely affect the
manner in which we conduct our business.
Under certain environmental laws, liability associated with an
investigation or remediation of hazardous substances can arise from a broad range of properties, including properties currently or formerly
operated by TAT or any of its predecessors, as well as properties to which TAT sent hazardous substances or wastes for treatment, storage,
or disposal. Costs and other obligations can arise from claims for toxic torts, natural resources and other damages, as well as the investigation
and clean-up of contamination at such properties. Under certain environmental laws, such liability may be imposed jointly and severally,
meaning that TAT could be held responsible for more than its proportionate share of liability, and, in some cases, may even be responsible
for the entire liability at issue. The extent of any such liability is often difficult to predict, creating uncertainty regarding the
potential financial and operational impacts on TAT.
TAT is exposed to potential liabilities arising
from product liability and warranty claims.
TAT is exposed to potential liabilities for personal injury or
death as a result of the failure of an aircraft component that was designed, manufactured, serviced or supplied by TAT. TAT believes that,
in an effort to improve operating margins, some customers have delayed the replacement of parts beyond their recommended lifetime, which
may undermine aircraft safety and increase the risk of liability of TAT and its subsidiaries.
If any of our products are defective, we could be required to redesign
or recall those products or pay substantial damages or warranty claims. Such an event could result in significant expenses, disrupt sales,
and damage both TAT’s reputation and that of its products and services. There can be no assurance that TAT will not experience material
product liability losses in the future or incur significant costs to defend such claims. In addition, although TAT maintains product liability
insurance, there can be no assurance that its insurance coverage will be adequate if claims arise or that it would be able to maintain
insurance coverage in the future at an acceptable cost. A successful claim brought against TAT or its subsidiaries in excess of its available
insurance coverage may have a material adverse effect on TAT’s business.
Furthermore, contractual disputes over warranties can occur during
ordinary course of business. TAT may be subject to requests from customers for cost sharing or pricing adjustments as a part of their
commercial relationships, even though the customers had previously agreed to bear these risks.
16
Significant disruptions of our information
technology systems or breaches of our data security could adversely affect our business.
Our operations depend on the continued and secure functioning of
our computer and communications systems and the protection of information stored in computer databases maintained by us, and in certain
circumstances, by third parties. Such systems and databases are subject to breach, damage, disruption or failure from, among other things,
cyber-attacks and other unauthorized intrusions. In particular, we may be targeted by experienced computer hackers who may attempt to
penetrate our computer systems and misappropriate or compromise our confidential information or that of our customers. A significant invasion,
interruption, destruction or breakdown of our information technology, or IT, systems and/or infrastructure by persons with authorized
or unauthorized access could negatively impact our business and operations. We could also experience business interruption, information
theft and/or reputational damage from cyber-attacks, which may compromise our systems and lead to data leakage either internally or at
our third-party providers. Both data that has been inputted into our main IT platform, which covers records of transactions, financial
data and other data reflected in our results of operations, as well as data related to our proprietary rights (such as research and development,
and other intellectual property-related data), are subject to material cyber security risks. To date, we are not aware that we have experienced
any loss of, or disruption to, material information as a result of any such malware or cyber-attack.
TAT’s activity in Israel may be adversely
affected by a change in the exchange rate of the NIS against the U.S dollar. Because exchange rates between the NIS and the U.S dollar
fluctuate continuously, exchange rate fluctuations, particularly larger periodic devaluations, may have an impact on TAT’s profitability
and period to period comparisons of TAT’s results.
TAT’s financial statements are stated in U.S dollars, while
a portion of TAT’s expenses in Israel, primarily labor expenses, are incurred in NIS and a portion of our revenues are quoted in
NIS and in Euro. Additionally, certain assets, as well as a portion of TAT’s liabilities, are denominated in NIS. As exchange rates
between the NIS and the U.S dollar fluctuate continuously, such fluctuations, particularly larger periodic devaluations, may have an impact
on TAT’s profitability and period-to-period comparisons of TAT’s results. TAT’s results may be adversely affected by
the devaluation of the NIS in relation to the U.S dollar (or if such devaluation is on a lagging basis), particularly if TAT’s revenues
in NIS are higher than TAT’s expenses in NIS and/or if the value of TAT’s assets in NIS is higher than TAT’s liabilities
in NIS. Alternatively, TAT’s results may be adversely affected by an appreciation of the NIS in relation to the dollar (or if such
appreciation is on a lagging basis), if TAT’s expenses in NIS are higher than TAT’s revenues in NIS and/or TAT’s liabilities
in NIS are higher than TAT’s assets in NIS. From time to time, we enter into hedging transactions to attempt to limit the impact
of foreign currency fluctuations. However, the protection provided by such hedging transactions may be partial and leave certain exchange
rate-related losses and risks uncovered. Therefore, our business and profitability may still be harmed by such exchange rate fluctuations.
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Risk Factors Related to Our Ordinary Shares
TAT’s share price has been volatile in
the past and may decline in the future.
TAT’s ordinary shares have experienced significant market
price and volume fluctuations in the past and may experience significant market price and volume fluctuations in the future, in response
to factors such as the following, some of which are beyond TAT’s control:
• Quarterly variations in TAT’s
operating results;
• Operating results that vary
from the expectations of securities analysts and investors;
• Changes in expectations as to TAT’s future financial performance, including financial estimates by securities analysts and investors;
• Announcements of technological
innovations or new products by TAT or TAT’s competitors;
• Announcements by TAT or TAT’s competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
• Announcements by third parties
of significant claims or proceedings against us;
• Additions or departures of
key personnel;
• Future sales of TAT’s
ordinary shares by the Company or others;
• The effects of the war and
hostilities in Israel;
• De-listing of TAT’s
shares from NASDAQ and/or from the TASE;
• Stock market price and volume
fluctuation;
• Legal proceedings against
TAT ; and
• Regulatory actions by securities
which impacts TAT’s interaction with securities analysts and institutional investors
Equity stock markets can undergo extreme price and volume fluctuations.
Market fluctuations, as well as political and economic conditions, such as a recession, interest rate or currency rate fluctuations and
political events or hostilities in or surrounding Israel, could adversely affect the market price of TAT’s ordinary shares.
In the past, securities class action litigation has often been
brought against companies following periods of volatility in the market price of their securities. TAT may be the target of similar litigation
in the future. Securities litigation could result in substantial costs and divert management’s attention and resources both of which
could have a material adverse effect on TAT’s business and results of operations.
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Risks Relating to Our Location in Israel
Because TAT is incorporated under the laws
of the Israel and has significant operations in Israel, TAT may be subject to political, economic and other conditions affecting Israel
(including the war and hostilities in Israel) that could materially affect our business.
TAT is incorporated under the laws of the State of Israel and has
executive offices and a manufacturing plant that are also located in Israel. As a result, political, economic and military conditions
in Israel and the surrounding region may directly affect our business and operations. Any major hostilities involving Israel, a full or
partial mobilization of reserve forces of the Israeli army, the interruption or curtailment of trade between Israel and its present trading
partners, or a significant downturn in the economic or financial condition of Israel could have a material adverse effect on TAT’s
business, financial condition and results of operations.
Since its establishment in 1948, Israel and its Arab neighbors
have engaged in a number of armed conflicts. A state of hostility, varying from time to time in intensity and degree, has led to security
and economic challenges for Israel. Major hostilities between Israel and its neighbors may hinder Israel’s international trade and
lead to economic downturn. This, in turn, could have a material adverse effect on TAT’s operations and business.
In addition, Israel faces threats from more distant neighbors,
in particular, Iran which attacked Israel during 2024 and 2025, and may be developing nuclear weapons and has targeted cyber-attacks against
Israeli entities, and terrorist groups in Yemen, which attached Israel and limited the movement of marine shipments to Israel through
the Red Sea.
On February 28, 2026, Israel and the United States launched a joint
attack on Iran, targeting key officials, military commanders and facilities, resulting in the death of Iran’s Supreme Leader and
other key officials and military commanders. In retaliation, Iran launched hundreds of ballistic missiles and drones against civilian
targets in Israel and against U.S. military bases, civilian aviation facilities and other civilian targets in several countries in the
Persian Gulf, including Jordan, Kuwait, Bahrain Qatar, Iraq, Saudi Arabia and United Arab Emirates. The war has also led to widespread
airspace closures in the region.
Currently TAT’s continues its business and operations but
the intensity and duration of Israel’s current war is difficult to predict, as are such war’s economic implications on our
business and operations and on Israel's economy in general.
Furthermore, there are a number of countries, primarily Arab
and Muslim countries, that restrict or frown upon business with Israel or Israeli companies, and TAT is precluded from marketing its products
to these countries. Restrictive laws or policies directed towards Israel or Israeli companies may have an adverse impact on TAT’s
operations, TAT’s financial results or the expansion of TAT’s business. These events may be intertwined with wider macroeconomic
indications of a deterioration of Israel’s economic standing, that may involve an additional downgrade in Israel’s credit
rating by rating agencies (such as the downgrade of the credit rating of Israel by Moody’s, S&P and Fitch), which may have a
material adverse effect on our company and its ability to effectively conduct its operations.
Finally, the current elected government in Israel is pursuing extensive
reforms to Israel's judicial system and has recently renewed its efforts to effect such changes. Certain financial, legal and commercial
organizations and entities have claimed that such changes, if adopted, could adversely affect the macroeconomic condition in which we
operate. At this stage, the proposed legislation has not become effective, and its scope has not been fully determined; we cannot assess
the potential impacts of these changes and their likelihood on our business, prospects, financial condition, and results of operation.
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TAT’s results of operations may be negatively
affected by the obligation of its personnel to perform military service.
Many of TAT’s employees and some of TAT’s directors
and senior management based in Israel are obligated to perform annual reserve duty in the Israel Defense Forces (“IDF”) and
may be called for active duty under emergency circumstances at any time. If a military conflict or war arises, these individuals could
be required to serve in the military for extended periods of time. TAT’s operations could be disrupted by the absence of one or
more of its senior management, key employees or a significant number of other employees for a significant period due to military service.
Any such disruption in TAT’s operations could adversely affect TAT’s business. During the war and hostilities in Israel,
the IDF has called up hundreds of thousands of its reserve forces to serve. A number of our management and non-management employees are
currently subject to military service in the IDF and many of them have
been called to serve. In addition, the family members of many of our Israeli team members are currently serving in the IDF. Such disruption
could materially and adversely affect our business, prospects, financial condition, and results of operations.
Your rights and responsibilities as a shareholder
are governed by Israeli law and may differ in some respects from the rights and responsibilities of shareholders under U.S. law.
TAT is incorporated under Israeli law. The rights and responsibilities
of holders of TAT’s ordinary shares are governed by TAT’s articles of association and by the Israeli Companies Law (as defined
below). These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S.
corporations. In particular, each shareholder of an Israeli company has a duty to act in good faith and in a customary manner in exercising
his or her rights and fulfilling his or her obligations toward the company and other shareholders and to refrain from abusing his power
in the company, including, among other things, in voting at the general meeting of shareholders on certain matters. The Companies Law
provides that these duties are applicable in shareholder votes on, among other things, amendments to a company’s articles of association,
increases in a company’s authorized share capital, mergers and interested party transactions requiring shareholder approval. In
addition, a controlling shareholder of an Israeli company, or a shareholder who knows that he or she possesses the power to determine
the outcome of a shareholder vote or who has the power to appoint or prevent the appointment of a director or officer in the company,
has a duty of fairness toward the company. However, Israeli law currently does not define the substance of this duty of fairness. Because
Israeli corporate law has undergone extensive revision in recent years, there is relatively little case law available to assist in understanding
the implications of these provisions that govern shareholder behavior.
Israeli law may delay, prevent or make difficult
an acquisition of TAT, which could prevent a change of control and, therefore, depresses the price of TAT’s shares.
Israeli corporate law regulates mergers, requires tender offers
for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officers or significant
shareholders and regulates other matters that may be relevant to these types of transactions. Furthermore, Israeli tax considerations
may make potential transactions unappealing to TAT or to some of TAT’s shareholders. These provisions of Israeli law may delay,
prevent or make difficult an acquisition of TAT, which could prevent a change of control and therefore depress the price of TAT’s
shares.
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Investors and TAT’s shareholders generally
may have difficulties enforcing a U.S. judgment against TAT, TAT’s executive officers and directors or asserting U.S. securities
laws claims in Israel.
TAT is incorporated in Israel and the majority of TAT’s executive
officers and directors reside outside the United States. Service of process upon them may be difficult to effect within the United States.
Furthermore, many of TAT’s assets and most of the assets of TAT’s executive officers and directors are located outside the
United States. Therefore, a judgment obtained against TAT or certain of its executive officers and directors in the United States, including
one based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not
be enforced by an Israeli court. It also may be difficult for you to assert U.S. securities law claims in original actions instituted
in Israel. Moreover, among other reasons, including but not limited to, fraud or absence of due process, or the existence of a judgment
which is at variance with another judgment that was given in the same matter or if a suit in the same matter between the same parties
was pending before a court or tribunal in Israel, an Israeli court will not enforce a non-Israeli judgment if it was given in
a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases) or if the enforcement
is likely to prejudice the sovereignty or security of the State of Israel.
As a foreign private issuer whose shares are
listed on NASDAQ, we may follow certain home country corporate governance practices instead of certain NASDAQ requirements which may not
afford shareholders with the same protections that shareholders of domestic companies have.
As a foreign private issuer whose shares are listed on the NASDAQ
Global Market, we are permitted to follow certain home country corporate governance practices instead of certain requirements of certain
provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are applicable to U.S domestic public
companies. As a foreign private issuer listed on the NASDAQ Capital Market, we may also follow home country practice with regard
to, among other things, the requirement to obtain shareholder approval for certain dilutive events (such as for an issuance that will
result in a change of control of the Company, certain transactions other than a public offering involving issuances of a 20% or more interest
in the company and certain acquisitions of the stock or assets of another company). A foreign private issuer that elects to follow a home
country practice instead of NASDAQ requirements must submit to NASDAQ in advance a written statement from an independent counsel in such
issuer’s home country certifying that the issuer’s practices are not prohibited by the home country’s laws. In addition,
a foreign private issuer must disclose in its annual reports filed with the SEC each such requirement that it does not follow and describe
the home country practice followed by the issuer instead of any such requirement. Accordingly, our shareholders may not be afforded the
same protection as provided under NASDAQ’s corporate governance rules.
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