tnc-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission File Number 1-16191

__________________________________________

TENNANT COMPANY

(Exact name of registrant as specified in its charter)


Minnesota			41-0572550
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

10400 Clean Street

Eden Prairie, Minnesota 55344

(Address of principal executive offices)

(Zip Code)

(763) 540-1200

(Registrant’s telephone number, including area code)

____________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.375 per share

TNC

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


			o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

As of October 27, 2023, there were 18,680,218 shares of common stock outstanding.

Table of Contents

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION (Unaudited)		Page
Item 1.	Financial Statements	3
	Consolidated Statements of Income	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Balance Sheets	5
	Consolidated Statements of Cash Flows	6
	Consolidated Statements of Equity	8
	Notes to Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
Signatures		34

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

TENNANT COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


(In millions, except shares and per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net sales	$	304.7	$	262.9	$	932.2	$	801.2
Cost of sales	172.7		162.2		535.2		495.5
Gross profit	132.0		100.7		397.0		305.7
Selling and administrative expense	88.2		71.4		256.9		227.1
Research and development expense	9.1		7.9		26.0		23.5
Gain on sale of assets	—		—		—		(3.7)
Operating income	34.7		21.4		114.1		58.8
Interest expense, net	(3.3)		(2.2)		(11.0)		(3.7)
Net foreign currency transaction (loss) gain	(0.4)		—		0.5		(0.4)
Other (expense) income, net	(1.1)		0.6		(1.8)		0.1
Income before income taxes	29.9		19.8		101.8		54.8
Income tax expense	7.0		4.2		23.3		12.3
Net income	$	22.9	$	15.6	$	78.5	$	42.5

Net income per share
Basic	$	1.23	$	0.84	$	4.25	$	2.30
Diluted	$	1.21	$	0.83	$	4.19	$	2.27

Weighted average shares outstanding
Basic	18,570,293		18,515,851		18,485,806		18,495,640
Diluted	18,878,311		18,691,916		18,747,128		18,713,337

Table of Contents

TENNANT COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


(In millions)	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income	$	22.9	$	15.6	$	78.5	$	42.5
Other comprehensive income (loss):
Foreign currency translation adjustments (net of related tax benefit (expense) of $(0.2), $(1.2), $0.1, and $(2.6), respectively)	(10.6)		(20.1)		(5.2)		(40.8)
Derivative financial instruments (net of related tax expense of $0.4, $0.0, $0.2, and $0.2, respectively)	0.2		(0.1)		0.7		0.5
Total other comprehensive income (loss), net of tax	(10.4)		(20.2)		(4.5)		(40.3)

Comprehensive income (loss)	$	12.5	$	(4.6)	$	74.0	$	2.2

See accompanying notes to consolidated financial statements.

Table of Contents

TENNANT COMPANY

CONSOLIDATED BALANCE SHEETS