on the Company
A.
History and Development of TAT
TAT was incorporated under the laws of the State of Israel in April
1985 under the name Galaxy Graphics Ltd. TAT underwent several name changes, becoming Galagraph Ltd. in August 1986 and TAT Technologies
Ltd. in May 1992. TAT is a public limited liability company under the Israeli Companies Law 1999-5759, (“Israeli Companies Law”),
and operates under this law and associated legislation. TAT’s registered offices in Israel are located at 5 Hamelacha St., Netanya
4250540 Israel, and its telephone number is +972-8-862-8500. TAT’s website is www.tat-technologies.com. The information on TAT’S
website, or that can be accessed through the website, is not incorporated by reference into this annual report. The Company’s agent
for service of process in the United States is the Company’s subsidiary, Limco-Piedmont, Inc., with offices located at 5304 S. Lawton
Avenue, Tulsa, OK 74107 and its principal executive offices are located at 9335 Harris Corners Pkwy, Charlotte, NC 28269.
TAT was founded to develop the computerized systems business of
its then parent company, TAT Industries Ltd. (“TAT Industries”), a publicly-held Israeli corporation then engaged in the manufacture
and sale of aeronautical equipment. In December 1991, TAT acquired the heat exchange operations of TAT Industries and in 2000, TAT purchased
the remaining operations of TAT Industries relating to the manufacture and maintenance of aviation accessories and leased certain of its
properties.
In March 1987, TAT completed the initial public offering of its
securities in the United States. TAT was listed on the NASDAQ Global Market (then known as the NASDAQ National Market) from its initial
public offering until July 1998 when the listing of TAT’s ordinary shares was transferred to the NASDAQ Capital Market. On June
24, 2009, TAT’s ordinary shares resumed trading on the NASDAQ Global Market. Since August 2005 TAT’s shares have been traded
also on the TASE.
In 1993, TAT acquired Limco, which is located in Tulsa, Oklahoma.
Limco’s FAA-certified repair station provides MRO services for airlines, air cargo carriers, maintenance service centers and the
military, especially for heat transfer components. In addition to its MRO services, Limco is an OEM of heat transfer solutions for aircraft
and system manufacturers and other selected related products.
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In 2005, Limco acquired Piedmont, a company located in Greensboro,
North Carolina, and certified by the FAA to perform MRO services of APUs and landing gear. Piedmont’s FAA-certified repair station
provides MRO services for airlines, air cargo carriers, maintenance service centers and the military, especially for landing gear and
APUs.
In July 2007, Limco-Piedmont completed an initial public offering
of its common stock and Limco-Piedmont’s shares were listed on the NASDAQ Global Market (symbol: LIMC) until July 2, 2009, when
TAT acquired all of the publicly held shares of Limco-Piedmont in a stock-for-stock merger. As a result of such merger, Limco-Piedmont
again became a wholly-owned subsidiary of TAT.
On December 4, 2009, TAT, through its subsidiary Piedmont, signed
an investment agreement with FAvS. According to the agreement, Piedmont was issued 288,334 shares of Class B common stock of FAvS, representing
37% of FAvS’ then share capital (total number of shares acquired was subsequently adjusted as result of a 1 for 20 reverse stock
split) and $750,000 of FAvS preferred shares (entitled to cash dividends at an annual rate of 12% payable quarterly or to additional preferred
shares at an annual rate of 15%) in return for Piedmont's propeller and parts businesses.
On March 11, 2015, Piedmont sold 237,932 shares of Class B common
stock of FAvS representing 23.18% of FAvS' share capital and its entire holdings in FAvS’ Series A preferred stock for an insignificant
amount. As of December 31, 2025, TAT owns less than 5% of FAvS’ issued and outstanding share capital.
In October 2015, TAT acquired Turbochrome, a company certified
by the FAA and EASA to perform overhaul and coating of jet engine components, including turbine vanes and blades and fan blades.
In November 2015, TAT entered into an agreement with Engineering
to establish a new MRO facility in Russia. The company, TAT-Engineering LLC, is based in Novosibirsk’s Tolmachevo airport and
provides services of minor repair, overhaul and recore for heat transfer components in Russia and the CIS. According to the joint venture
agreement, TAT owns 51% of TAT-Engineering's shares and the remaining 49% are held by Engineering.
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In 2020 and 2021, TAT (through Piedmont) signed multiple strategic
contracts with the Fortune 100 multinational aerospace company Honeywell. Under these contracts, TAT was awarded a 10-year license for
repair and overhaul of APUs for Boeing and Airbus’s key platforms, including B737, B777, B767/757 and A320 aircraft as well as the
C17 which is used for military purposes. In addition, during these years, Piedmont has completed its facility upgrades required to commence
MRO operations for the GTCP331-500 (B777) and GTCP131-9 (A320/B737). In February 2023, TAT announced a contract expansion with a global
air carrier, pursuant to which TAT provides MRO services to the airline’s GTCP331 model APUs.
In May 29, 2025, the Company entered into an underwriting agreement
(the “Underwriting Agreement”) with Fimi Opportunity V, L.P., and Fimi Isarel Opportunity Five, Limited Partnership, as selling
shareholders (the “Selling Shareholders”), and Stifel, Nicolas & Company, Incorporated and Truist Securities, Inc., as
representatives of several underwrites (collectively, the “Underwriters”), relating to an underwritten public offering (the
“Offering”) of 4,150,000 ordinary shares of the Company at a public offering. The Company sold 1,625,000 ordinary shares and
the Selling Shareholders sold 2,525,000 ordinary shares.
Recent Developments
Events in Israel
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. At this time, we do not expect the current conflict to have a material impact on our financial and operational
results; however, since these are events beyond our control, their continuation or cessation may affect our expectations. We continue
to monitor political and military developments closely and examine the consequences for our operations, assets and financial and operational
results.
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B. Business
Overview
TAT is a leading provider of solutions and services to the commercial
and military aerospace and ground defense industries focused mainly on three product areas and services: Thermal Management, Power and
Actuation and Maintenance, Repair and Overhaul. TAT operates under four business unit: (i) OEM of heat transfer solutions and aviation
accessories through its Kiryat Gat facility (TAT Israel); (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 (mainly APU and LG); and (iv)
overhaul and coating of jet engine components through its Turbochrome subsidiary.
TAT’s activities in the area of OEM of heat transfer solutions
and aviation accessories through TAT Israel primarily include the design, development and manufacture of (i) a 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
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 the area of MRO and OEM of heat transfer
solutions include the MRO of heat transfer components and 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 the area of MRO services for aviation
components include the MRO of APUs, landing gear 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 jet engine overhaul through
its Turbochrome facility 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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OEM of Heat Transfer Solutions and Aviation
Accessories (TAT Israel)
TAT is an OEM of heat transfer solutions and aviation accessories
to the commercial and military aerospace and ground defense industries, primarily through its TAT Israel. The main OEM activity at TAT
Israel is the design and manufacture of a comprehensive line of heat exchangers and cold plates. Heat transfer solutions facilitate removal
and dissipation of heat generated during the operation of mechanical and electronic systems. TAT Israel's heat transfer solutions are
generally integrated into complete cooling systems. Using proprietary technological expertise, we design each heat transfer product to
meet the specific space, power, performance and other needs of our customers. TAT Israel's heat transfer solutions are marketed worldwide
for applications in commercial and military aircraft and electronic systems, the primary users of such equipment. TAT Israel's customers
include, Liebherr-Aerospace Toulouse S.A. (“Liebherr”), Boeing Aircraft Company (“Boeing”), Israel Aerospace Industries,
(“IAI”), Textron Aviation (“Cessna”), Pilatus Aircraft Ltd (“Pilatus”), Embraer Empresa Brasileira
de Aeronáutica S.A. (“Embraer”), Eaton Aerospace LLC (“Eaton”), Parker Hannifin Corporation (“Parker”), Bell
Helicopter, as well as the U.S. Air Force, U.S. Army, and U.S. Navy and other air forces from around the world. Such supply contracts
are generally long-term engagements that may have terms of ten years or more.
As part of its OEM activities, TAT Israel is also engaged in the
design, development and manufacture of complete cooling systems. This product line principally includes cooling systems for electronic
systems (used in airborne military platforms) and ground cooling systems (used in military facilities, tents, vehicles and other military
applications).
In addition, TAT Israel designs, develops and manufactures aviation
flow control accessories. These accessories include components, such as valves and pumps. Customers for TAT Israel aviation accessories
include Lockheed Martin Corporation, Boeing, Continental Motors , the Israel Air Force (“IAF”), IAI, Elbit Systems (“Elbit”),
Rafael Advanced Defense Systems (“Rafael”), as well as the U.S. Air Force and U.S. Navy and other air forces from around the
world.
TAT Israel's also provides limited MRO services to military customers,
mainly for aviation accessories as well as for certain heat transfer solutions. TAT Israel overhauls emergency power units, hydrazine
tanks, jet fuel starters, cooling turbines and various valves for the F-16 fighter aircraft. The customers for TAT Israel MRO services
include the IAF, IAI, various NATO countries, as well as the U.S. Air Force, U.S. Army and U.S. Navy.
TAT Israel relies on highly qualified personnel and strong engineering,
development and manufacturing capabilities that enable it to support its customers from the early program development phase to prototype
delivery.
TAT estimates the size of the markets in which TAT Israel operates
to be significant based on the scope of development projects and purchasing processes of its customers. Many of the projects TAT Israel
is engaged in are lengthy and complex, which account for its long-term supplier relationships and the customer loyalty it enjoys. TAT
plans to expand its TAT Israel operations in the OEM segment, among other things, by increasing the scope of work with its existing strategic
customers, establishing relationships with new customers, increasing its capabilities in complete systems/subsystems manufacturing, and
by targeting strategic territories with high commercial potential.
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MRO Services for Heat Transfer Components and
OEM of Heat Transfer Solutions (Limco)
Through its Limco subsidiary TAT provides MRO services and OEM
services to the aerospace and ground defense industries in the field of heat transfer. Limco’s FAA-certified repair station provides
aircraft component MRO services for airlines, OEMs, air cargo carriers, maintenance service centers and the military. Limco is also certified
by the EASA, and the Civil Aviation Administration of China. Limco has NADCAP certification for dye penetrant testing, welding and heat
treating. Limco specializes in MRO services for components of aircraft, such as heat transfer components and ozone converters. Generally,
manufacturer specifications, government regulations and military maintenance regimens require that aircraft components undergo MRO servicing
at regular intervals or as necessary. Aircraft heat transfer components typically require MRO services, including repairs and installation
of replacement units, after two to five years of service or sooner if required. Aircraft manufacturers typically provide warranties on
new aircraft and their components and subsystems, which may range from one to five years. Warranty claims are generally the responsibility
of the OEM during the warranty period. Limco’s business opportunity usually begins upon the conclusion of the warranty period for
these components and subsystems. Limco’s customers include major U.S. domestic and international airlines, air cargo carriers, maintenance
service centers, OEMs such as commercial and military aircraft manufacturers and defense contractors, and the U.S. Armed Forces (Army,
Air Force, Navy and Coast Guard). MRO contracts with these types of customers are generally long-term engagements and may have terms of
one to five years or more.
Limco enjoys a strong reputation among customers for its competitive
pricing and fast turnaround time. It is recognized by leading OEMs of aerospace products to provide MRO services for their heat transfer
solutions. For example, Limco is a well-recognized Collins Aerospace Authorized repair center, providing MRO services for many of its
heat transfer solutions.
In addition to its MRO services, Limco also manufactures, on an
OEM basis, heat transfer solutions used in commercial, regional, business and military aviation platforms. Customers for Limco’s
heat transfer solutions include Boeing, the Defense Supply Center, Parker Hannifin, Raytheon Company (“Raytheon”), BAE Systems,
Bell Helicopter, Triumph Aerostructures, Northrop Grumman Corporation and Gulfstream Aerospace Corporation.
TAT estimates the size of the markets in which Limco operates to
be significant based on the number of aircraft requiring MRO services provided by Limco along with the customer loyalty Limco enjoys.
TAT plans to expand its Limco operations, among other things, by developing OEM and MRO capabilities for additional types of heat transfer
products with significant commercial potential.
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MRO Services for Aviation Components (Piedmont)
Through its subsidiary Piedmont, TAT provides MRO services for
aviation components to the aerospace industry. Piedmont’s FAA- and EASA-certified repair station provides aircraft component MRO
services for commercial airlines, business jets, air cargo carriers, maintenance service providers as well as governments and military
forces worldwide. Piedmont specializes in MRO services for aircraft components, including APUs, landing gear and MPG. Generally, manufacturer
specifications, government regulations and military maintenance regimens require that aircraft components undergo MRO servicing at regular
intervals or as necessary. Aircraft components typically require MRO services, including repairs and installation of replacement units,
after three to ten years of service or sooner if required. Aircraft manufacturers typically provide warranties on new aircraft and their
components and subsystems, which may range from one to five years. Warranty claims are generally the responsibility of the OEM during
the warranty period. Piedmont’s business opportunity usually begins upon the conclusion of the warranty period for these components
and subsystems. Piedmont’s customers include U.S. domestic and international airlines, air cargo carriers and maintenance service
providers. MRO contracts with these types of customers are generally long-term engagements that may have terms of one to ten years or
more.
Piedmont is licensed by Honeywell as an authorized repair center
to provide MRO services for several types of its APU models. Piedmont has licensing agreements in place with the major landing gear manufacturers
Safran Landing Gear Systems and Liebherr Aerospace as well.
TAT estimates the size of the markets in which Piedmont operates
to be significant based on the number of aircraft requiring MRO services provided by Piedmont. TAT plans to expand its Piedmont operations
in the MRO segment by using Piedmont’s experience and reputation to develop MRO capabilities for additional types of APU and landing
gear applications as well as other aircraft systems/components with significant commercial potential and by offering additional supplementary
services such as MPG.
In this instance, Piedmont signed several strategic agreements
with Honeywell (aerospace division). Under these transactions, Honeywell granted a 10-year license to MRO with respect to the following
APU lines: 331-200\250, 331-500 that serves the Boeing 777 platform and 131 that serves the Boeing 737 platform and Airbus 319-320-321
platform. During 2021, Piedmont entered into the APU leasing activity with a purchase of eighteen 331-500APU engines from Honeywell, under
which Honeywell is the main customer for leasing these engines (pursuant to this agreement Piedmont is Honeywell's sole source for engines
for lease purposes). In 2022 Piedmont increased the lease pool by adding six 131-9A/B APU’s and five 331-200/250 APU’s.
Piedmont’s extensive experience in the repair and overhaul
of APUs and landing systems includes a comprehensive involvement in the industry supply chain. In addition to its MRO services, Piedmont
is active worldwide in the exchange, lease and individual component parts supply of its APU and landing gear products. Through a network
of industry partners and well-known aerospace parts distributors, Piedmont’s activity in the sale of parts is a robust element of
its business. Piedmont’s quality systems are AS9110 and NADCAP for non-destructive testing.
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Overhaul and Coating of Jet Engine Components
(Turbochrome)
Through its subsidiary Turbochrome, TAT provides MRO services for
jet engine components to the aerospace industry. Turbochrome’s FAA and EASA-certified repair station provides its services mainly
to maintenance service centers, airlines and the military. Turbochrome specializes in MRO services for engine components such as turbine
vanes and blades, compressor vanes and blades, fan blades and after burner flaps. Generally, manufacturer specifications, government regulations
and military maintenance regimens require that engine components undergo MRO servicing at regular intervals or as necessary. Commercial
engine components typically require MRO services after three to five years of service or sooner if required. Engine manufacturers typically
provide warranties on new engines and their components and subsystems, which may range from one to five years depending on the bargaining
power of the purchaser. Warranty claims are generally the responsibility of the OEM during the warranty period. Turbochrome’s
business opportunity usually begins upon the conclusion of the warranty period for these components. Turbochrome’s customers include
domestic and international airlines, maintenance service centers and the military.
Turbochrome also specializes in the manufacturing of coating powders
(for pack cementation aluminide coatings) and masking materials (for the prevention of coating in defined areas) used in the aviation
industry. Turbochrome provides these materials to OEMs and to maintenance service centers.
TAT estimates the size of the markets in which Turbochrome operates
to be significant based on the number of jet engines requiring MRO services. Turbochrome plans to expand its operations in the MRO segment
by using Turbochrome’s experience and reputation to develop MRO capabilities for additional types of jet engine components with
significant commercial potential.
Turbochrome’s quality system complies with ISO 9001 and AS9100, and with EASA
part 145 and FAA FAR 145 for the civil parts.
TAT-Engineering LLC
In November 2015, TAT signed an agreement with Russian-based Engineering
Holdings Ltd, of Moscow (“Engineering”), to establish a new facility for the provision of MRO services for heat transfer components.
The company, TAT-Engineering LLC, is based in Novosibirsk’s Tolmachevo airport. The entity was established in January 2016 and is
currently operating under FAA certifications and obtained FAA high-level repair approvals. Current efforts are focused on marketing
initiatives targeting the major Russian and CIS airlines and maintenance stations. However, due to sanctions imposed by the United
States, EU, Japan and other jurisdictions on certain industry sectors and entities in Russia and certain impacted regions, as well as
enhanced export controls on certain products and industries, during the years of 2023, 2024 and 2025, our joint venture in Russia
ceased to purchase heat-exchange cores from Limco, our US subsidiary, and therefore the joint venture had to materially limit the extent
of the MRO services it provides to its customers.
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Business Strategy
TAT
aims to be the trusted partner to its strategic customers, delivering differentiated products and services in selected, high barrier-to-entry,
markets. This will enable TAT to develop the long-term high-value relationships it strives to have with its customers to effectively
complete and continue grow business and improve profitability. Currently, TAT’s focus is on three main markets: thermal management
solutions and services and Power and Actuation solutions and services and Repair and Overhaul.
Execution of TAT’s strategy is based on the following principles:
• Increasing market share - continuing aggressive marketing efforts to win new customers as well as to expand activities with existing customers, partly by focusing on cross selling opportunities between our different businesses. As part of our efforts, we also intend to expand our marketing presence in existing territories, like the United States and Western Europe as well as new territories, where TAT currently has a smaller presence and fewer customers, such as Eastern Europe, Latin America and Asia.
• Organic growth and M&A - in addition to growing our existing businesses organically as detailed above, we intend to evaluate complementary acquisition opportunities.
• Enhancing OEM capabilities - capitalizing on our technical expertise, experience and reputation in the market of heat transfer solutions to expand the scope of our OEM offerings to new aircrafts or to new platforms in the existing aircrafts such as electrification of aircraft and eVTOL.
• Expand the scope of MRO services - leveraging our technical expertise, engineering resources and facilities to broaden MRO services to additional types of aircraft and additional aircraft systems, subsystems and components while developing the required technical expertise to provide these additional MRO services.
Products and Services
OEM of Heat Transfer Solutions and Aviation
Accessories
TAT Israel manufactures a wide range of heat transfer solutions
used on board aircraft, air conditioning systems, environmental control systems and cooling systems for electronics for military use.
These solutions are manufactured in compliance with all of the stringent quality assurance standards that apply to the manufacture of
aircraft parts. TAT Israel's quality system complies with ISO 9001, AS9100, Boeing quality systems approval D6-82479 and FAR 21.303 (the
FAA standard for Parts Manufacturer Approval) and NADCAP for non-destructive testing and welding.
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Heat Transfer Solutions
TAT Israel specializes in the design and manufacture of highly
efficient, compact and reliable heat transfer solutions that are designed to meet stringent constraints such as size, weight and environmental
conditions. Heat transfer solutions, such as heat exchangers and cold plates, are integral components of a wide variety of environmental
control, mechanical and engine systems, as well as a wide range of electronic systems. These systems generate heat during operation that
must be removed and dissipated. Heat transfer solutions facilitate the exchange of heat created through the operation of these systems
by transmitting the heat from a hot medium (air, oil or other fluids) to a cold medium for disposal.
In the aerospace industry, there is a constant need for improvements
in performance, weight, cost and reliability. In addition, as electronic systems become smaller and more densely packed, the need for
sophisticated and efficient heat transfer components used to provide the cooling functions becomes more critical. Using TAT Israel's technological
expertise, TAT believes it is well positioned to respond to these industry demands through continued new product development and product
improvements.
TAT Israel's principal heat transfer solutions include heat exchangers
and cold plates. Typically, air-to-air heat exchangers cool a jet engine’s bleed air which, when cooled, is then used in the aircraft’s
air conditioning, pressurization and pneumatic systems. The liquid-to-air heat exchangers cool liquids such as engine oil, hydraulic oil
and others used in other systems.
TAT Israel provides a one-stop-shop for all types of heat transfer
solutions. A significant portion of TAT Israel's heat transfer solutions is sold to customers in connection with the original manufacture
or retrofitting of particular aircraft equipment. TAT Israel generally enters into long-term supply contracts with its customers, which
require TAT Israel to supply heat transfer products as part of a larger project.
TAT Israel also manufactures other heat transfer solutions, such
as cooling chassis, heat sinks and cold plates (which may be air-to-air, liquid-to-air or liquid-to-liquid), to control and dispose heat
emitted by the operation of various electronic systems. Such products are currently utilized mainly in radar systems, avionics, electronic
warfare systems and various pods for targeting, navigation and night vision.
As a result of the specialized nature of the systems in which TAT
Israel's parts are included, spare and replacement parts for the original heat transfer solutions are also usually provided by TAT Israel.
Aviation Flow Control Accessories
TAT Israel is also engaged in the design, development, manufacture
and MRO services for aviation flow control accessories. These accessories include components such as valves and pumps.
Cooling and Air Conditioning Systems
TAT Israel is also engaged in the design, development and manufacture
of complete environmental control systems and cooling systems. This product line includes ground cooling systems mainly for military applications
such as mobile command and control units, command and control vehicles, armored vehicles, mobile broadcast units, mobile hospitals, etc.
In addition, TAT Israel designs, develops and manufactures power electronics cooling systems based on customer specifications, while providing
a complete engineering solution in compliance with strict civil aviation standards. TAT Israel's systems are used globally and are tested
under strict standards.
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MRO Services for Heat Transfer Components and OEM of Heat Transfer
Solutions
MRO Services for Heat Transfer Components
Through its Limco subsidiary in the U.S., TAT provides MRO services
for heat transfer components. The demand for MRO services is driven by the size and age of the aircraft fleet (including new aircrafts
entering into service), aircraft utilization and regulations set or promulgated by the FAA and other governmental authorities.
Due to the increased maintenance costs of their aging fleets many
carriers are seeking ways to reduce costs, minimize down-time, increase aircraft reliability and extend time between overhauls. One way
to accomplish this goal is through the outsourcing of more of their maintenance and support functions to reliable third parties. Furthermore,
we believe that commercial carriers making the decision to outsource their MRO requirements are searching for MRO service providers with
a wide-range of service capabilities. Such MRO service providers allow the carriers to concentrate their outsourcing of MRO services to
a select group of third-party providers. The global military aircraft fleet also presents similar opportunities for MRO service providers.
We believe that an aging military fleet and the increased use of upgrade programs aimed at extending the useful life of military aircraft
will provide continued MRO growth opportunities.
Limco specializes in the repair and overhaul of heat transfer components.
These components include heat exchangers, oil coolers, pre-coolers, reheaters, condensers, water separators, fuel heaters, evaporators
and ozone converters.
Limco is continually expanding its MRO capabilities based on market
need and/or customer request. Limco’s capabilities include heat transfer components used in aircraft and systems manufactured by
Airbus, Boeing, Bombardier, Cessna, Embraer, Lockheed Martin, Fokker, Liebherr-Aerospace, Collins Aerospace, Honeywell Aerospace and others.
Limco performs MRO services at its repair station in Tulsa, Oklahoma
which has ISO9001, AS9110 and AS9100 certification, NADCAP certification for dye penetrant testing, welding and heat treating, and is
licensed to provide MRO services by the FAA and EASA, as well as by the civil aviation Administration of China.
Limco offers different or various MRO services for heat transfer
components. If the damage is significant, Limco will remanufacture the unit, which generally entails replacing the core matrix of the
damaged or old heat transfer component in lieu of replacing the entire unit with a new one. Limco designs and develops these customized
remanufactured units as a cost-effective alternative to new part replacement. In the event of less severe damage, Limco will either overhaul
or repair the unit as necessary. Re-manufactured units carry warranties which are often equal or better than those provided to new units.
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OEM Authorizations and Licenses
Limco believes that establishing and maintaining relationships
with OEMs of aircraft systems and components is an important factor in achieving sustainable success as an independent MRO service provider.
OEMs grant independent MRO service providers authorization to perform repair and overhaul services on their behalf. OEMs generally grant
very few authorizations and maintain tight controls over their authorized MRO service providers in order to maintain high quality of service
to their customers. Obtaining OEM authorization requires sophisticated technological capabilities, experience-based industry knowledge
and substantial capital investment. Furthermore, Limco believes that service providers that have OEM authorization gain a competitive
advantage as they typically receive discounts on parts, technical information and OEM warranty support. Limco is an independent MRO service
provider that is a well-recognized repair center of Collins Aerospace (Hamilton Sundstrand), one of the largest heat transfer solutions
manufacturers in North America or in the United States.
OEM of Heat Transfer Solutions
In addition to its MRO services, Limco also acts as an OEM manufacturer
of heat transfer solutions used mainly in military aircraft and other ground applications and to a lesser extent, in commercial, regional
and business aircraft. Limco specializes in the design and manufacture of highly efficient heat transfer solutions, which are designed
to meet stringent constraints such as size, weight and applicable environmental conditions. These units include heat exchangers, oil coolers,
precoolers, reheaters, condensers, fuel heaters and evaporators.
Limco also manufactures demineralizer systems for U.S. Navy vessels,
including ships and nuclear submarines. Limco currently offers tens of OEM parts to the aerospace and ground defense industries. These
parts are manufactured in compliance with the stringent quality assurance standards that apply to the manufacture of aircraft and military
parts.
Limco’s quality systems are ISO9001, AS9110, AS9100 and NADCAP
for non-destructive testing, welding and heat treating and FAR 21.303 (the FAA standard for Parts Manufacturer Approval).
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MRO Services for Aviation Components
Through its Piedmont subsidiary, TAT provides MRO services for
aviation components, including APUs and landing gear. As previously mentioned, the demand for MRO services is driven by the size and age
of the aircraft fleet, aircraft utilization and regulations by the FAA and other governmental authorities.
Due to increased maintenance costs of their aging fleets many carriers
are seeking ways to reduce costs, minimize down-time, increase aircraft reliability and extend time between overhauls. One way to accomplish
this goal is through the outsourcing of more of their maintenance and support functions to reliable third parties. Furthermore, we also
believe that commercial carriers making the decision to outsource their MRO requirements are searching for MRO service providers that
offer a wide-range of service capabilities. These MRO service providers allow the carriers to concentrate their outsourcing of MRO services
to a select group of third-party providers. The global military aircraft fleet also presents similar opportunities for MRO service providers.
We believe that an aging military fleet and the increased use of upgrade programs aimed at extending the useful life of aircrafts will
provide continued MRO growth opportunities.
Piedmont specializes in the repair and overhaul of APUs and landing
gear. APUs are relatively small, self-contained generators used to start jet engines, usually with compressed air, and to provide electricity,
hydraulic pressure and air conditioning while an aircraft is on the ground. In many aircraft, an APU can also provide electrical power
during in-flight emergency situations. Landing gear is the structure that supports an aircraft on the ground and allows it to taxi, takeoff
and land.
Piedmont performs MRO services at its repair station in Greensboro,
North Carolina, which is licensed by the FAA and EASA. Piedmont specializes in providing comprehensive repair and overhaul services for
APU models manufactured by Honeywell, the leading OEM in the United States. In addition, Piedmont provides full repair, overhaul, machining,
plating and grinding services for landing gear systems for commercial and military aircraft. Piedmont has a long history in providing
landing gear MRO services for regional airliners, including aircraft manufactured by the French-Italian ATR (42/72), Gulfstream (G4),
Lockheed Martin (P3/C130) and the Brazilian Embraer (E170). At the end of 2020 Piedmont signed an exclusive contract with Honeywell
as Honeywell's exclusive rental bank provider for the APU 331-500 (used in the Boeing 777 platform). By signing this agreement with Honeywell
and purchasing 18 APU331-500 engines Piedmont entered a new segment of APU leasing. Piedmont also signed a contract to be an authorized
repair station for the 331-500 APU (serving the Boeing 777 platform) as well as the APU 131 serving the Boeing 737 platform and Airbus
319-320-321 platform.
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OEM Authorizations and Licenses
Piedmont believes that establishing and maintaining relationships
with OEMs of aircraft systems and components is an important factor in achieving sustainable success as an independent MRO service provider.
OEMs grant independent MRO service providers authorizations or licenses to perform repair and overhaul services on the equipment they
manufacture. OEMs generally grant few authorizations or licenses and maintain tight controls over their authorized and licensed MRO service
providers, in order to maintain high quality of service to their customers. Obtaining OEM authorizations requires sophisticated technological
capabilities, experience-based industry knowledge and substantial capital investment. Piedmont believes that service providers that have
OEM authorizations and licenses gain a competitive advantage as they typically receive discounts on parts, technical information, OEM
warranty support and use of the OEM name in marketing. Piedmont is an authorized repair station licensed by Honeywell, the largest manufacturer
of APUs, for several of its APU models.
Machining, Plating and Grinding, or MPG Services
Piedmont has extended its services to include the provision of
MPG services, either as supplementary to its traditional MRO services or as stand-alone services. We believe that establishing and maintaining
customer relationships with our MPG shop is an important factor in achieving sustainable success as an independent MRO service provider
and creates a competitive advantage.
Overhaul and Coating of Jet Engine Components
Through its subsidiary, Turbochrome, TAT provides MRO services
for jet engine components to the aerospace industry. Turbochrome’s FAA and EASA-certified repair station provides its services mainly
to maintenance service centers, airlines and the military. Turbochrome specializes in MRO services for engine components such as turbine
vanes and blades, compressor vanes and blades, fan blades and after burner flaps. Generally, manufacturer specifications, government regulations
and military maintenance regimens require that engine components undergo MRO servicing at regular intervals or as necessary. Commercial
engine components typically require MRO services after three to five years of service or sooner if required. Engine manufacturers typically
provide warranties on new engines and their components and subsystems, which may range from one to five years depending on the bargaining
power of the purchaser. Engine manufacturers may also offer extended warranty agreements for 10 to 15 years for the engines. Warranty
claims are generally the responsibility of the OEM during the warranty period. Turbochrome’s business opportunity usually
begins upon the conclusion of the warranty period for these components. Turbochrome offers its customers DER (Designated Engineering Representatives)
and DOA (Design Organization Approval) repairs approved by the FAA and EASA. Turbochrome’s customers include U.S. domestic and international
airlines, maintenance service centers and the military.
TAT estimates the size of the markets in which Turbochrome operates
to be significant based on the number of jet engines requiring MRO services provided by Turbochrome. Turbochrome plans to expand its operations
in the MRO segment by using Turbochrome’s experience and reputation to develop MRO capabilities for additional types of jet engine
components with significant commercial potential.
Turbochrome’s quality system complies with ISO 9001 and AS9100,
and with EASA part 145, FAA FAR 145 for the civil parts, the Israel Laboratory Accreditation Authority under ISO/IEC 17025:20 and NADCAP
for 3 manufacturing procedures.
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Manufacturing of masking and coating materials
Through its Turbochrome facility, TAT manufactures a wide range
of masking and coating materials for the aviation industry. These products are manufactured in compliance with all of the stringent quality
assurance standards that apply to the maintenance of aircraft engine components.
Customers
General
TAT targets a broad range of customers within the commercial and
military aerospace and ground defense industries. Our customers include commercial manufacturers of military equipment, commercial airlines,
aircraft manufacturers, military forces, the defense industry, and other manufacturers of electronic systems, aviation units and machinery
in the United States, Europe, CIS, Asia, Latin America and Israel. During 2025, TAT had revenues generated by more than 500 customers
worldwide.
Major Customers
OEM Customers
TAT, primarily through TAT Israel, sells its OEM solutions and
systems to commercial and military aircraft manufacturers and defense contractors and to the U.S. and Israeli governments.
Partial lists of OEM customers are set in the following table:
Aircraft manufacturers Boeing, Textron, Pilatus, Embraer, Lockheed Martin, Honda Aircraft, Cirrus, Gulfstream,
System manufacturers/integrators and defense contractors Liebherr, Rafael, Elbit, IAI, Parker, Eaton Aerospace, Safran, RTX, Raytheon-Collins.
The development projects and purchasing processes of many of TAT’s
OEM customers are lengthy and complex and accordingly, with some customers, TAT enters into frame agreements that determine certain legal
conditions, but under which the customer is not obligated to purchase any quantity of products. Typically, customers issue purchase orders
with the required supply quantity, price, lead times and other related terms.
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MRO Customers
TAT services MRO customers primarily through Limco, Piedmont and
Turbochrome, including major U.S. domestic and international airlines, air cargo carriers, maintenance service centers, the U.S. Armed
Forces and other air forces from around the world.
TAT’s partial list of MRO customers is set forth in the following
table:
U.S. Domestic and international airlines and air cargo carriers Air France-KLM, Lufthansa, FedEx, UPS, American Airlines, Delta Airlines, United Airlines, Air Canada Jazz, Republic Airways, DHL, Austrian Airlines, TAM, Thai, Korean Air, Air India, Swiftair, Allegiant Air, Empire Airlines, Mountain Air Cargo, Alliance Airlines,
Maintenance service centers Fokker, Honeywell International, Kellstrom Commercial, Aero Kool, Lufthansa Technik, RTX through Collins, SR Technics, Turkish Technic, Delta Tech Ops, ST Aerospace Engineering, , Gulfstream, IAI, Haeco Americas , Air New-Zeeland, AAR.
Governments and military air forces U.S. Army, U.S. Air Force and U.S. Navy; Israeli Ministry of Defense, Israeli Air Force; Japan Air Force.
Military Contracts
Direct sales to the U.S. government, our largest government customer,
accounted for approximately 7.7% of TAT’s revenues for the year ended December 31, 2025, approximately 9.3% of our revenues for
the year ended December 31, 2024 and approximately 6.6% of our revenues for the year ended December 31, 2023.
Many of TAT’s military contracts are awarded on a competitive
basis based on technical merit, personnel qualifications, experience and price. TAT also receives some contract awards involving special
technical capabilities on a negotiated, noncompetitive basis due to TAT’s technical capabilities.
TAT provides products under government contracts that usually require
performance over a period of several months to several years. Long-term contracts for the U.S. military may be conditioned upon continued
availability of congressional appropriations. Variances between anticipated budget and congressional appropriations may result in a delay,
modification of scope or termination of these contracts.
The vast majority of the governmental contracts to which TAT is
party to are fixed-price contracts, some of which contain fixed-price escalation mechanism. Under these contracts, TAT agrees to perform
specific work for a fixed price and, accordingly, realizes the benefit or detriment to the extent that the actual cost of performing the
work differs from the contract price. The allowable government contract costs and fees of TAT are subject to audit and may result in non-reimbursement
of some contract costs and fees. While governments reserve the right to conduct further audits, audits conducted for periods through fiscal
year 2024 and 2025 have resulted in no material cost recovery disallowances for TAT.
TAT’s eligibility to perform under its government contracts
requires us to maintain adequate security measures. TAT has implemented security procedures that it believes adequately satisfies the
requirements of its current government contracts.
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Backlog and Long-Term Agreements
Our backlog includes the following: (i) actual purchase orders,
and (ii) the estimated sales we expect to generate from long-term agreements during the life of the contract or 10 years the lower of
the two, for which we do not have actual purchase orders. It should be noted that under these long-term agreements there is no legal obligation
from the customer to purchase our products or services, yet typically our customers would not sign such an agreement unless there is a
specific business opportunity. As such, backlog information may not necessarily be indicative of future sales.
As
of December 31, 2025, our backlog included: (i) outstanding purchase orders representing an aggregate amount of $86 million, and (ii)
sales that we expect to generate from long-term agreements (the longest of which is until 2035) for which we have not yet received actual
purchase orders in an aggregate amount of $464 million totaling to a value of $550 million of long-term agreements and orders.
Product and Service Warranties
TAT provides warranties for its products and services ranging from
one to three years, depending on the nature of the specific product. To date, TAT’s warranty costs have not been substantial. As
of December 31, 2025, the combined warranty reserve for TAT was $0.4 million.
Competitive Environment
OEM of Heat Transfer Solutions and Aviation
Accessories
The aerospace and defense OEM industries in general and specifically,
the commercial and military aviation markets, are characterized by intense competition and the need to constantly be in the forefront
of technological innovations in order to be able to offer technologically-advanced and attractive products. Competition in these OEM markets
is also based on price, quality and on time delivery. TAT estimates the market size of heat transfer solutions to be significant based
on the scope of development projects and purchasing processes of the potential customers. TAT estimates that there is a small number of
competing suppliers in the aerospace and defense OEM markets due to the high barriers to entry to these markets, which include the need
for highly qualified and trained personnel, technologically advanced facilities and the need to obtain appropriate governmental approvals.
The nature of the projects in the commercial and military aviation OEM industry, which are often time consuming and complex, also require
long-term supplier relationships and customer loyalty in order to succeed.
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TAT’s competitors in the global OEM aerospace and defense
industries can be divided into two main groups:
• Complete system manufacturers that either independently or through subcontractors, design, develop and manufacture complete systems (such as a manufacturer of aircraft hydraulic systems) directly for the platform manufacturer (i.e., for business jets). These companies will typically compete on bids for complete systems and/or projects where the components/products TAT develops are part of the complete system. In such cases, it is very likely that these companies will subcontract to companies such as TAT the design and manufacturing of one or a few components in the system. Although some of these companies have the capabilities to design and manufacture each standalone component in a complete system (i.e., a heat exchanger integrated in hydraulic systems) they usually do not compete with TAT in projects where there is a specific requirement for a stand-alone component.
• Component manufacturers, such as TAT, for which the design and manufacture of components (such as heat exchangers or other types of heat transfer solutions) is the main business (and which are normally situated in the “value chain” one tier below the system manufacturers, such as a manufacturer of an aircraft’s hydraulic system and two tiers below the platform manufacturer, such as a manufacturer of a new aircraft). These companies typically compete in projects where there is a specific requirement for a standalone aviation component (such as a heat exchanger or other types of heat transfer solutions) and in tenders by manufacturers of complete systems or products for sub-contractors. Although some of the component manufacturers have the capabilities to design, develop and manufacture a complete system (i.e., environmental control system for a business jet) for a certain platform, these companies usually do not compete on projects for complete systems in which their manufactured component constitutes a small part of the complete system, mainly due to the high barriers to entry and to the difficulty to move up the “value chain” from a component supplier to a whole system manufacturer.
The major competitors of TAT in the area of OEM of heat transfer
solutions and aviation accessories include manufacturers in the United States such as the Hughes-Treitler division of Ametek, Lytron,
Niagara Thermal, Collins Aerospace, Honeywell International and AAR Corp; manufacturers based in Europe such as I.M.I. Marston, a subsidiary
of Collins Aerospace, Safran and Liebherr; and manufacturers based in Asia such as Sumitomo Precision Products from Japan. These competitors
may enjoy competitive advantages over TAT, such as:
• 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;
• Ability to offer complete systems in addition to components; and
• Ability to bundle heat transfer solutions and other aircraft components.
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MRO Services for Heat Transfer Components
The market for MRO services in the field of heat transfer components
is highly competitive. Competition in this market is based on price, turnaround time, quality and breadth of services. TAT’s global
competitors in the field of servicing heat transfer components can be divided into two main groups:
• Service divisions of OEMs – generally, each OEM of products in the heat transfer solutions segment has the necessary capabilities to provide MRO services for products it designs and manufactures throughout its lifetime, commencing with the initial warranty period and through the after-market period. Service divisions of OEMs may also acquire capabilities to service products of other OEMs to further expand their MRO services.
• Service centers – which often provide MRO services for a broad range of components and systems. These service centers can be either the in-house maintenance services of commercial airlines or other independent service providers, such as TAT Israel and Limco.
For heat transfer MRO services, TAT’s major competitors are
AAR Corp, Honeywell, Drake Air – Ametek, Liebherr-Aerospace, American Cooler Service, Collins Aerospace Malaysia, Lufthansa Technik
and Parker Hannifin.
As an independent MRO service provider, Limco’s competitors
have inherent competitive advantages. For example, Limco competes with the service divisions of large OEMs which in some cases have design
authority with respect to their OEM solutions and are able to derive significant pricing advantages from their OEM manufacturing activities.
Limco also competes 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, Limco’s competitors may have additional competitive
advantages, such as:
• Ability to bundle heat transfer and other aircraft components;
• Access to greater marketing resources;
• Access to superior technology; and
• Greater resources which allow for better turnaround time.
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MRO Services for Aviation
Components
The market for MRO services in which Piedmont operates is highly
competitive. Competition in this market is based on quality, price, turnaround time and breadth of services. Piedmont’s primary
MRO services competitors are the service divisions of OEMs, the in-house maintenance services of various commercial airlines and other
independent service providers, such as TAT or Piedmont. For APU and landing gear MRO services Piedmont’s major competitors are Standard
Aero Group., Aerotech International, Honeywell International, Chase Aerospace, Professional Aviation, Messier-Dowty Aerospace (MD), AAR,
Hawker Pacific, APRO, TAG Aero and Turbine Aero and others.
A number of Piedmont’s competitors have inherent competitive
advantages. For example, Piedmont competes with the service divisions of large OEMs which in some cases have design authority with respect
to their OEM products and are able to derive significant brand recognition from their OEM manufacturing activities. Piedmont also competes
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, Piedmont’s competitors may have additional competitive advantages,
such as:
• Better name recognition;
• Ability to bundle aviation and other aircraft components;
• Stronger relationships with customers and suppliers;
• Lower cost structure;
• Regional support near customers’ location;
• Access to greater marketing resources;
• Access to superior technology
• Greater access to capital; and
• Greater resources which allow for better turnaround time.
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Overhaul and Coating
of Jet Engine Components
The market for MRO services in which Turbochrome operates is highly
competitive. Competition in this market is based on quality, price, level of service and turnaround time. Turbochrome’s primary
MRO services competitors are the service divisions of OEMs, the in-house maintenance services of various commercial airlines and other
independent service providers, including Safran (Snecma), General Electric, GKN, PAS, Chromalloy Southwest, MCT Japan and others. With
respect to coating and masking materials, Turbochrome's competitor is APV Coatings.
A number of Turbochrome’s competitors have inherent competitive
advantages. For example, Turbochrome competes with the service divisions of large OEMs which may have design authority with respect to
their OEM products and are able to derive significant brand recognition from their OEM manufacturing activities. Turbochrome also competes
with the in-house service divisions of large commercial airlines and there is a strong incentive for an airline to fully utilize the services
of its maintenance employees and facilities. Further, Turbochrome’s competitors may have additional competitive advantages, such
as:
• Ability to adapt faster to changes in customer requirements and industry conditions or trends;
• Better name recognition;
• Ability to bundle jet engine and other aircraft components;
• Stronger relationships with customers, OEMs and suppliers;
• Lower cost structure;
• Regional support near customers’ location;
• Access to greater marketing resources;
• Access to superior technology;
• Greater access to capital; and
• Greater resources which allow for better turnaround time
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Competitive Strengths
We believe that TAT’s success can be attributed to several
critical factors, including the following:
• Engaging in pro-active account management efforts to preserve its customer base in existing projects, while working to broaden and increase its involvement with such clients.
• Conducting marketing activities aimed at penetrating new geographical markets and winning new customers, while taking advantage of the unique knowledge and expertise that TAT and its subsidiaries have gained in various areas.
• Entering into additional related operating segments that will enable TAT and its subsidiaries to fulfill their growth potential.
• Providing customers with the best value, including competitive prices, by tailoring comprehensive service packages that combine the design and planning of an OEM component, the manufacture of such component, and the provision of maintenance services.
• Extending MRO capabilities in order to establish a ‘one-stop-shop’ center for comprehensive MRO services for the types of aircraft Limco and/or Piedmont and/or Turbochrome target.
• Enhancing our engineering capabilities in order to support customer needs related to new projects and in order to certify MRO services that differ from processes previously approved by the FAA, EASA or other regulatory authorities. This allows shortening the long and complex approval process, streamlining the design and certification process and reducing costs.
• Leveraging operational efficiencies to achieve shorter delivery times and reduce costs.
• Investing in new technologies and manufacturing techniques in the heat transfer solutions product line.
• Investing in innovations and improvements aimed at enhancing the quality and performance of our existing solutions and services as well as the development of new products in an effort to strengthen our market position and enter into more advanced platforms.
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Engineering
We believe that our engineering capabilities is a strategic core
competency and key competitive advantage, which allows us to effectively compete in the market with companies which, in many cases, have
better name recognition and greater resources than we do. Our strong engineering capabilities enable us to meet our customers’ increasingly
complex demands to deliver high-quality and cost-effective solutions while maintaining efficient development cycles. These capabilities
are based on proprietary technological expertise and know-how developed by highly experienced multi-disciplinary teams over the years.
We believe that this proprietary knowledge coupled with our innovative and problem-solving approach allows us to provide our customers
with an overall superior solution – in both manufacturing and MRO services – in terms of quality, cost and turnaround time.
Our strong engineering capabilities are a key factor in preserving customer loyalty as well as supporting our efforts to expand our services
to new areas of growth.
TAT Israel's engineering staff has extensive knowledge and experience
in designing heat transfer solutions. In general, TAT Israel has manufacturing capabilities for most heat transfer solutions. TAT Israel
manufactures the necessary tools, fixtures, test equipment and special jigs which are required to manufacture, assemble and test these
products. TAT Israel developed proprietary design and analysis techniques which assist in the mechanical and thermal design of its products.
All of TAT Israel's products are inspected and tested by trained inspectors using highly sophisticated test equipment in accordance with
its customer requirements.
Limco’s engineering department enhances its ability to provide
its customers with high-end top-quality MRO services, supports the development of MRO services for new products with commercial potential
and supports its OEM activity. Limco’s engineering department employs certified mechanical and aerospace engineers. Limco’s
multi-disciplinary team of engineers specializes in, among others, heat transfer solutions and components and supports all processes of
thermal and structural analysis, mechanical and metallurgical research and development for manufacturing design. Limco’s engineers
have direct experience with aerospace component repair and with obtaining supplemental type certificates from the FAA. Limco’s engineering
department supports the development of new repairs capabilities that extend beyond the limits of the component maintenance manual and
utilizes DER to obtain the necessary FAA approvals.
Piedmont’s engineering department employs experienced mechanical
and aerospace engineers with repair station and manufacturing experience in both engineering and quality. Piedmont also has an FAA-certified
DER on staff with delegations in Auxiliary Power Units (APUs) & Mechanical Systems and with special delegation to manage and approve
repair specifications. In addition to developing quality major repairs, Piedmont’s engineers have experience in obtaining
supplemental type certificates and parts manufacturer approvals while working directly with the FAA Aircraft Certification Office.
Turbochrome’s engineering department enhances its ability
to provide its customers with high-end top-quality MRO services. Turbochrome’s engineering department employs several certified
mechanical and metallurgical engineers. Turbochrome’s multi-disciplinary team of engineers specializes in, among other things, turbine
components and supports all processes of thermal and structural analysis and mechanical and metallurgical research and development. Turbochrome’s
engineers have substantial experience with aerospace component repair and with obtaining DER and DOA certificates from the FAA and EASA.
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Research and Development
State-of-the-Art R&D Testing Lab for Thermal Management Systems
In response to the rapidly evolving technological landscape and
the transformative shift driven by electric Vertical Takeoff and Landing (eVTOL) aircraft, TAT recognizes the increasing complexity and
demand for advanced thermal management systems. The rise of sophisticated electrical flying vehicles has introduced unprecedented challenges,
particularly in cooling performance, weight reduction, and compact design. To address these challenges, during 2025, as part of a strategic
plan by TAT’s management, TAT established a new R&D lab, FutureWorks, located in Charlotte, North Carolina which was built to
develop the next generation of thermal management systems. TAT’s FutureWorks, is designed to drive cutting-edge advancements in
sustainable aviation, focusing on the research, testing, and development of thermal management systems and heat exchangers to support
both today’s aircraft and the next generation of all electric, hybrid-electric, and hydrogen platforms.
This advanced facility will serve as a vital enabler of TAT's strategic
commitment to research and development, focusing on:
• Performance Optimization: Achieving superior heat transfer efficiency while meeting stringent cooling requirements for modern aviation systems.
• Physical Characteristics Enhancement: Reducing system size and weight to align with eVTOL and electric aircraft operational constraints.
• Reliability and Durability: Extending product lifespan by leveraging advanced materials, manufacturing techniques, and rigorous testing protocols.
The laboratory is equipped with cutting-edge testing and simulation
infrastructure that allows for comprehensive analysis and validation across a wide spectrum of thermal management applications. Key features
include:
• High-fidelity heat exchanger testing platforms capable of simulating real-world thermal conditions, including dynamic temperature, pressure, and multi-phase flow.
• Integrated predictive modeling and simulation tools to accelerate the design and validation process.
• Real-time data acquisition and performance measurement systems for precise evaluation of thermal efficiency and reliability.
• Scalable platforms for testing traditional and advanced technologies, including next-generation 3D-printed heat exchangers and custom thermal solutions.
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Commitment to Innovation through Collaboration
TAT’s strategic approach underscores the dynamic nature of
customer requirements and the ever-changing competitive landscape. Recognizing that technological innovation is both imperative and continuous,
TAT actively fosters collaborative partnerships with customers and industry stakeholders. These partnerships serve as catalysts for:
• Identifying emerging market needs and technological challenges.
• Co-developing tailored solutions that meet specific operational and environmental constraints.
• Accelerating product development timelines through iterative testing, feedback, and refinement.
This collaboration enables TAT to not only enhance its existing
product offerings but also pioneer new solutions that deliver unmatched performance, efficiency, and reliability in the thermal management
sector.
Strategic Vision and Market Leadership
Through its state-of-the-art R&D lab and unwavering commitment
to innovation, TAT positions itself at the forefront of the thermal management industry. By investing in advanced technologies, rigorous
testing capabilities, and customer-centric solutions, TAT is well-prepared to meet the increasingly complex demands of modern aviation
and eVTOL platforms.
This forward-looking strategy ensures TAT’s ability to:
• Deliver cutting-edge solutions that set new industry benchmarks.
• Adapt and respond to market potential with agility and precision.
• Exceed customer expectations by providing future-ready thermal management systems.
By staying ahead of technological advancements and embracing a
proactive, collaborative approach, TAT strengthens its leadership in the dynamic aerospace market, delivering superior value and innovation
for customers worldwide.
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Source and Availability of Raw Materials and Spare Parts
TAT and its subsidiaries acquire most of the components for the
manufacture of their products and provision of their services from a limited number of suppliers and subcontractors, the majority located
in Israel and the United States. Some of these suppliers are currently the sole source of one or more components upon which TAT and its
subsidiaries are dependent. Since many of TAT's and its subsidiaries’ purchases require long lead times, a delay in the supply of
an item can significantly delay the delivery of a product. Generally, TAT and its subsidiaries have not experienced significant difficulty
in obtaining timely deliveries of necessary components; however, if they are unable to obtain these components when needed, they would
experience delays in manufacturing their products and their financial results could be adversely affected.
The raw materials used in manufacturing programs are generally
readily available metals and alloys. TAT and its subsidiaries have not had any significant difficulty in obtaining such materials in the
past.
TAT and its subsidiaries select their suppliers primarily based
on their ability to ensure that their parts are serviceable and traceable to OEM-approved sources, their delivery performance and their
ability to help reduce the total cost of procuring those parts. For quality control, cost and efficiency reasons, TAT and its subsidiaries
generally purchase supplies only from vendors with who they have ongoing relationships or who their customers have previously approved.
Authorizations from OEMs often require that TAT purchase component
parts that are needed for its MRO services from the OEM or its designated distributors.
Wherever possible, TAT and its subsidiaries have made and continue
to make an effort to qualify second sources or have identified alternate sources for many of their parts needs.
Proprietary Rights
To date, TAT and its subsidiaries do not own any patents. TAT and
its subsidiaries rely, among others, on trade secrets protection laws. However, we believe that our success is less dependent on the ownership
of proprietary rights and more reliant on our innovative skills, technical competence, marketing proficiency and engineering abilities.
TAT and its subsidiaries do not possess any material registered trademarks.
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Regulation
Israeli Export Regulations
Export of military-related products and “dual use”
products (items that are typically sold in the commercial market but that may also be used in the defense market) and related technical
information is subject to the enhanced Israeli export laws and regulation by the Ministry of Defense and Ministry of Economy. Currently,
the Israeli government approves exports to approved customers, provided such exports align with the Israeli policy and do not conflict
with national security considerations. TAT Israel is required to obtain a permit prior to initiating a sales proposal, and an export license
is ultimately necessary for the completion of the transaction.
While we have been successful in obtaining export permits in the
past, there is no insurance that we will be able to obtain the necessary export permits or licenses in the future. The Israeli Ministry
of Defense and Ministry of Economy may change the classification of our existing commercial products or may determine that new products
we develop are not exempt from Israeli Ministry of Defense or Ministry of Economy export control. This would place such products subject
to the Israeli Ministry of Defense or Ministry of Economy export control regulations as military products or “dual use” items,
which would impose stringent constraints on our sales process in relation to each sale transaction and limit our markets. If we do not
maintain our existing authorizations and exemptions or obtain necessary future authorizations and exemptions under the export control
laws and regulations of Israel, including export licenses for the sale of our equipment and the transfer of technical information, we
may be unable to export technical information or equipment outside of Israel, we may not be able to realize our market projections and
our business could be materially adversely affected.
U.S. Export Regulations
Export of defense products, military technical data and technical
services by our U.S. subsidiaries to Israel and other countries is subject to applicable approvals by the U.S. government under the U.S.
International Traffic in Arms Regulations (“ITAR”). Such approvals are typically in the form of an export license or a technical
assistance agreement (“TAA”). Other U.S. companies wishing to export defense products or military-related services and technology
to our Israeli and other non-U.S. entities are also required to obtain such export licenses and TAAs. An application for an export license
or a TAA requires disclosure of the intended end user and the use of the technology. Pursuant to recent export control reform initiatives
in the United States, a greater part of our U.S. subsidiaries’ and our U.S. suppliers' activities are becoming subject to control
under the Export Administration Act "dual use" regulations. The U.S. government may deny an export authorization if it determines that
a transaction is counter to U.S. policy or national security.
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Aerospace and Safety Regulations
The commercial aerospace industry is subject to extensive regulation
by the authorities such as the FAA in the United States, EASA in Europe, and other governmental authorities worldwide. The military aerospace
industry is governed by military quality specifications established by the U.S. Department of Defense and ISO-9000 standards. TAT and
its subsidiaries are required to obtain certifications from one or more of these entities and, in some cases, by individual OEMs. Additionally,
TAT must meet the requirements of its customers, including OEMs and airlines that are subject to FAA regulations and evolving industry
standards, by providing these customers with products that comply with the regulatory requirements applicable to commercial flight operations.
TAT believes it currently meets or exceeds FAA maintenance standards
in its repair and overhaul activities. Our active or operating repair stations in Israel and the United States are approved by the FAA.
TAT also believes it currently complies with all applicable industry standards in its facilities.
TAT’s operations are further subject to a variety of worker
and community safety regulations, including the Occupational Safety and Health Act of 1970 (“OSHA”). OSHA mandates general
requirements for safe workplaces across the U.S., and provides special procedures and measures for handling certain hazardous and toxic
substances. TAT believes that its operations are in compliance with OSHA’s requirements.
TAT also believes that it is in material compliance with applicable
U.S., European and other governmental regulations affecting the aerospace and defense industries.
Israeli Regulations
TAT’s operations in Israel are subject to supervision by
the Israeli Ministry of Defense and the Civil Aviation Administration of Israel (“CAAI”). TAT Israel is certified by the IAF
and the Israeli Ministry of Defense for both manufacturing and maintenance. In addition, TAT Israel is also licensed as a repair station
for certain components by the CAAI. Furthermore, the export of certain products and/or know-how by TAT Israel is subject to approval by
the Defense Export Controls Agency (“DECA”) of the Israeli Ministry of Defense. DECA permits are required prior to submitting
sales proposals involving such exports, as well as for the actual export of such products.
Environmental Matters
TAT’s operations are subject to certain stringent environmental
laws and regulations at the federal, state and local levels in the United States and Israel, as well as to requirements established by
government agencies, including the U.S. Environmental Protection Agency. These regulatory authorities govern, among other matters, the
emission, discharge, generation, management, transportation and disposal of pollutants and hazardous substances. Regulatory authorities
may also require TAT to initiate actions to remediate the effects of hazardous substances that are or have been released into the environment,
and to obtain and maintain permits in connection with TAT’s operations. This extensive regulatory framework imposes significant
compliance burdens and risks.
Although TAT seeks to maintain its operations and facilities in
compliance with applicable environmental laws, there can be no assurance that violations do not exist or that future change to such laws,
regulations or their interpretations will not require TAT to make significant additional expenditures to ensure compliance.
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Legal Proceedings
We are currently not a party to any material legal proceedings. We may from time to
time be subject to various legal or administrative claims and proceedings arising from the ordinary course of business.
C. Organizational
Structure
The legal name of our
company is TAT Technologies Ltd., and we are organized
under the laws of the State of Israel. We have two wholly-owned subsidiaries: Limco-Piedmont Inc., which is incorporated under the laws
of Delaware, and Turbochrome Ltd., which is incorporated under the laws of the State of Israel. See exhibit 8 for a full list of consolidated
subsidiaries.
D. Property,
Plants and Equipment
Facilities owned or leased by the Company
Israel Facilities
During 2022, TAT entered into a lease in Israel for a new manufacturing
facility. The facility, located in Kiryat Gat, is approximately 138,000 square feet, and the land on which the facility is located is
leased from the ILA. The leasehold rights are for a period ending in 2045 and are recorded in Turbochrome's name. Turbochrome paid the
entire lease payments due until 2045 in a one-time payment (discounted to present value).
In August 2025, TAT signed a new lease agreement for an expansion
of the facility in Kiryat Gat, Israel (additional 13,000 square feet), with a lease term of 5 years that will expire in August 2030. TAT
has an option of extending the terms of the lease for another 5 years, commencing upon expiration of the new lease term.
Executive office lease
TAT’s principal executive office is located in Charlotte,
NC. During 2023, TAT signed a lease agreement for approximately 6,505 rentable square feet facility in Harris Corners Parkway, Charlotte,
North Carolina, USA, which will expire in April 2029. In 2025 the rental expense for this property was $200,000.
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Limco Facilities
Limco owns and operates a 55,000 square feet manufacturing plant
in Tulsa, Oklahoma which has historically supported all its business, including its aftermarket heat transfer component repair station.
This facility also has housed Limco’s administration, engineering, quality control and support services.
In May 2025, TAT on behalf of Limco signed a new lease agreement
for an R&D facility in North Carolina, USA, with a lease term of 10 years that will expire on April 30, 2035. Limco has the right
to terminate the lease at the end of the 7th year subject to payment of termination fee of $225 thousand plus other charges.
Limco also leases building #2, building #3, building #4, building
#5, and building #6. The lease on building #2 expires on November 30, 2026. The lessee or lessor may terminate the lease by giving
lessee or lessor six months advance written notice. The based rent for building #2 is $4,367 per month plus the annual percentage
increase in the CPI-W. Building #3 lease expired on January 31, 2014, however, the lease has renewed automatically from year to year since
that date. Either party has the right to cancel the lease with 30 days’ advance notice prior to the annual expiration of the
term. The based rent for building #3 is $1,505 per month plus the annual percentage increase in the CPI-W. The lease on building
#4 expires on March 31, 2030. The lessee or lessor may terminate the lease by giving the lessee or lessor 6 months advance written notice.
The based rent for building #4 is $3,500 per month plus the annual percentage increase in the CPI-W. The lease on building #5 expires
on March 31, 2030. The lessee or lessor may terminate the lease by giving the lessee or lessor 6 months advance written notice.
The based rent for building #5 is $4,100 per month plus the annual percentage increase in the CPI-W. The lease on building #6 expires
on March 31, 2032. The lessee or lessor may terminate the lease by giving the lessee or lessor 6 months advance written notice.
The based rent for building #6 is $9,364 per month plus the annual percentage increase in the CPI-W.
In 2025, 2024 and 2023, the rental expense for these properties
was $353 thousand, $247 thousand and $253 thousand, respectively.
Piedmont Facilities
In April 2025, Piedmont signed a renewal of leases for the approximately 82,000 square
feet, landing gear component and overhaul repair station as well as the MPG operation facilities in Greensboro, North Carolina. The renewal
of lease expires on June 30, 2030. In 2025, the rental expense was $362,000.In December 2023, Piedmont signed an additional lease
agreement for a facility in Kernersville, North Carolina, USA. The term of this lease is 3 years and will expire on December 31, 2026.
Piedmont has two options to extend the lease for additional successive terms of 1 year each. The rentable facility is approximately 49,203
square feet and the rent expense for 2025 was $180,000.
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