| Separate Financial Information of Guarantor Subsidiaries |
19. Separate Financial Information of Guarantor Subsidiaries The following condensed consolidated guarantor financial information is presented to comply with the requirements of Rule 3-10 of Regulation S-X. In 2017, we issued and sold $300.0 million in aggregate principal amount of our 5.625% Senior Notes due 2025 (the "Notes"), pursuant to an Indenture, dated as of April 18, 2017, among the company, the Guarantors (as defined below), and Wells Fargo Bank, National Association, a national banking association, as trustee. The Notes are unconditionally and jointly and severally guaranteed by Tennant Coatings, Inc. and Tennant Sales and Service Company (collectively, the "Guarantors"), which are wholly owned subsidiaries of the company. The Notes and the guarantees constitute senior unsecured obligations of the company and the Guarantors, respectively. The Notes and the guarantees, respectively, are: (a) equal in right of payment with all of the company’s and the Guarantors’ senior debt, without giving effect to collateral arrangements; (b) senior in right of payment to all of the company’s and the Guarantors’ future subordinated debt, if any; (c) effectively subordinated in right of payment to all of the company’s and the Guarantors’ debt and obligations that are secured, including borrowings under the company’s senior secured credit facilities for so long as the senior secured credit facilities are secured, to the extent of the value of the assets securing such liens; and (d) structurally subordinated in right of payment to all liabilities (including trade payables) of the company’s and the Guarantors’ subsidiaries that do not guarantee the Notes. The following condensed consolidated financial information presents the Condensed Consolidated Statements of Earnings and the Condensed Consolidated Statements of Comprehensive Income for each of the three and nine months ended September 30, 2019 and September 30, 2018, the related Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018, and the related Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and September 30, 2018, of Tennant Company ("Parent"), the Guarantor Subsidiaries on a combined basis, the Non-Guarantor Subsidiaries on a combined basis and elimination entries necessary to consolidate the Parent with the Guarantor and Non-Guarantor Subsidiaries. The following condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the company and notes thereto of which this note is an integral part. | | | | | | | | | | | | | | | | | | | | | Condensed Consolidated Statement of Earnings | For the three months ended September 30, 2019 | (in millions) | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total Tennant Company | Net Sales | $ | 136.0 |
| | $ | 172.6 |
| | $ | 127.3 |
| | $ | (155.2 | ) | | $ | 280.7 |
| Cost of Sales | 88.0 |
| | 147.2 |
| | 86.6 |
| | (155.1 | ) | | 166.7 |
| Gross Profit | 48.0 |
| | 25.4 |
| | 40.7 |
| | (0.1 | ) | | 114.0 |
| | |
| | |
| | |
| | | | | Operating Expense: | | | | | | | | | | Research and Development Expense | 6.6 |
| | 0.2 |
| | 1.4 |
| | — |
| | 8.2 |
| Selling and Administrative Expense | 30.8 |
| | 18.3 |
| | 35.2 |
| | — |
| | 84.3 |
| Total Operating Expense | 37.4 |
| | 18.5 |
| | 36.6 |
| | — |
| | 92.5 |
| Profit from Operations | 10.6 |
| | 6.9 |
| | 4.1 |
| | (0.1 | ) | | 21.5 |
| | |
| | |
| | |
| | | | | Other Income (Expense): | | | | | | | | | | Equity in Earnings of Affiliates | 7.2 |
| | 0.2 |
| | 0.5 |
| | (7.9 | ) | | — |
| Interest (Expense) Income, Net | (4.4 | ) | | — |
| | — |
| | — |
| | (4.4 | ) | Intercompany Interest Income (Expense) | 3.6 |
| | (1.5 | ) | | (2.1 | ) | | — |
| | — |
| Net Foreign Currency Transaction Losses | (0.2 | ) | | — |
| | (0.4 | ) | | — |
| | (0.6 | ) | Other (Expense) Income, Net | (0.2 | ) | | (0.3 | ) | | 0.6 |
| | — |
| | 0.1 |
| Total Other Expense, Net | 6.0 |
| | (1.6 | ) | | (1.4 | ) | | (7.9 | ) | | (4.9 | ) | | | | | | | | | | | Profit Before Income Taxes | 16.6 |
| | 5.3 |
| | 2.7 |
| | (8.0 | ) | | 16.6 |
| Income Tax Expense (Benefit) | 2.0 |
| | 0.8 |
| | (0.1 | ) | | (0.7 | ) | | 2.0 |
| Net Earnings Including Noncontrolling Interest | 14.6 |
| | 4.5 |
| | 2.8 |
| | (7.3 | ) | | 14.6 |
| Net Earnings Attributable to Tennant Company | $ | 14.6 |
| | $ | 4.5 |
| | $ | 2.8 |
| | $ | (7.3 | ) | | $ | 14.6 |
|
| | | | | | | | | | | | | | | | | | | | | Condensed Consolidated Statement of Earnings | For the nine months ended September 30, 2019 | (in millions) | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total Tennant Company | Net Sales | $ | 393.5 |
| | $ | 495.9 |
| | $ | 408.4 |
| | $ | (455.0 | ) | | $ | 842.8 |
| Cost of Sales | 256.9 |
| | 418.2 |
| | 276.4 |
| | (451.7 | ) | | 499.8 |
| Gross Profit | 136.6 |
| | 77.7 |
| | 132.0 |
| | (3.3 | ) | | 343.0 |
| | |
| | |
| | |
| | | | | Operating Expense: | | | | | | | | | | Research and Development Expense | 19.0 |
| | 0.7 |
| | 4.1 |
| | — |
| | 23.8 |
| Selling and Administrative Expense | 85.7 |
| | 56.9 |
| | 124.4 |
| | — |
| | 267.0 |
| Total Operating Expense | 104.7 |
| | 57.6 |
| | 128.5 |
| | — |
| | 290.8 |
| Profit from Operations | 31.9 |
| | 20.1 |
| | 3.5 |
| | (3.3 | ) | | 52.2 |
| | |
| | |
| | |
| | | | | Other Income (Expense): | | | | | | | | | | Equity in Earnings of Affiliates | 11.9 |
| | 1.6 |
| | 2.8 |
| | (16.3 | ) | | — |
| Interest (Expense) Income, Net | (13.2 | ) | | — |
| | — |
| | — |
| | (13.2 | ) | Intercompany Interest Income (Expense) | 10.5 |
| | (4.3 | ) | | (6.2 | ) | | — |
| | — |
| Net Foreign Currency Transaction Losses | — |
| | — |
| | (0.6 | ) | | — |
| | (0.6 | ) | Other (Expense) Income, Net | (1.3 | ) | | (1.0 | ) | | 3.8 |
| | (0.1 | ) | | 1.4 |
| Total Other Expense, Net | 7.9 |
| | (3.7 | ) | | (0.2 | ) | | (16.4 | ) | | (12.4 | ) | | | | | | | | | | | Profit Before Income Taxes | 39.8 |
| | 16.4 |
| | 3.3 |
| | (19.7 | ) | | 39.8 |
| Income Tax Expense (Benefit) | 5.0 |
| | 3.8 |
| | (0.3 | ) | | (3.5 | ) | | 5.0 |
| Net Earnings Including Noncontrolling Interest | 34.8 |
| | 12.6 |
| | 3.6 |
| | (16.2 | ) | | 34.8 |
| Net Earnings Attributable to Tennant Company | $ | 34.8 |
| | $ | 12.6 |
| | $ | 3.6 |
| | $ | (16.2 | ) | | $ | 34.8 |
|
| | | | | | | | | | | | | | | | | | | | | Condensed Consolidated Statement of Earnings | For the three months ended September 30, 2018 | (in millions) | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total Tennant Company | Net Sales | $ | 126.1 |
| | $ | 160.2 |
| | $ | 131.4 |
| | $ | (144.4 | ) | | $ | 273.3 |
| Cost of Sales | 86.8 |
| | 135.0 |
| | 89.2 |
| | (144.3 | ) | | 166.7 |
| Gross Profit | 39.3 |
| | 25.2 |
| | 42.2 |
| | (0.1 | ) | | 106.6 |
| | |
| | |
| | |
| | | | | Operating Expense: | | | | | | | | | | Research and Development Expense | 6.1 |
| | 0.3 |
| | 1.1 |
| | — |
| | 7.5 |
| Selling and Administrative Expense | 26.7 |
| | 18.1 |
| | 38.1 |
| | 0.8 |
| | 83.7 |
| Total Operating Expense | 32.8 |
| | 18.4 |
| | 39.2 |
| | 0.8 |
| | 91.2 |
| Profit from Operations | 6.5 |
| | 6.8 |
| | 3.0 |
| | (0.9 | ) | | 15.4 |
| | |
| | |
| | |
| | | | | Other Income (Expense): | | | | | | | | | | Equity in Earnings of Affiliates | 5.3 |
| | 0.2 |
| | 0.2 |
| | (5.7 | ) | | — |
| Interest (Expense) Income, Net | (5.3 | ) | | — |
| | 0.1 |
| | — |
| | (5.2 | ) | Intercompany Interest Income (Expense) | 3.6 |
| | (1.4 | ) | | (2.2 | ) | | — |
| | — |
| Net Foreign Currency Transaction Losses | (0.1 | ) | | — |
| | (0.2 | ) | | — |
| | (0.3 | ) | Other (Expense) Income, Net | (0.1 | ) | | (0.5 | ) | | (0.2 | ) | | 0.8 |
| | — |
| Total Other Income (Expense), Net | 3.4 |
| | (1.7 | ) | | (2.3 | ) | | (4.9 | ) | | (5.5 | ) | | | | | | | | | | | Profit Before Income Taxes | 9.9 |
| | 5.1 |
| | 0.7 |
| | (5.8 | ) | | 9.9 |
| Income Tax Expense (Benefit) | 0.2 |
| | 1.2 |
| | (0.9 | ) | | (0.3 | ) | | 0.2 |
| Net Earnings Including Noncontrolling Interest | 9.7 |
| | 3.9 |
| | 1.6 |
| | (5.5 | ) | | 9.7 |
| Net Earnings Attributable to Tennant Company | $ | 9.7 |
| | $ | 3.9 |
| | $ | 1.6 |
| | $ | (5.5 | ) | | $ | 9.7 |
|
| | | | | | | | | | | | | | | | | | | | | Condensed Consolidated Statement of Earnings | For the nine months ended September 30, 2018 | (in millions) | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total Tennant Company | Net Sales | $ | 366.1 |
| | $ | 472.5 |
| | $ | 422.9 |
| | $ | (423.2 | ) | | $ | 838.3 |
| Cost of Sales | 249.1 |
| | 395.3 |
| | 282.8 |
| | (421.8 | ) | | 505.4 |
| Gross Profit | 117.0 |
| | 77.2 |
| | 140.1 |
| | (1.4 | ) | | 332.9 |
| | |
| | |
| | |
| | | | | Operating Expense: | | | | | | | | | | Research and Development Expense | 18.6 |
| | 0.8 |
| | 4.0 |
| | — |
| | 23.4 |
| Selling and Administrative Expense | 84.5 |
| | 57.2 |
| | 122.2 |
| | 0.8 |
| | 264.7 |
| Total Operating Expense | 103.1 |
| | 58.0 |
| | 126.2 |
| | 0.8 |
| | 288.1 |
| Profit from Operations | 13.9 |
| | 19.2 |
| | 13.9 |
| | (2.2 | ) | | 44.8 |
| | |
| | |
| | |
| | | | | Other Income (Expense): | | | | | | | | | | Equity in Earnings of Affiliates | 19.7 |
| | 1.3 |
| | 4.2 |
| | (25.2 | ) | | — |
| Interest (Expense) Income, Net | (15.7 | ) | | — |
| | 0.5 |
| | — |
| | (15.2 | ) | Intercompany Interest Income (Expense) | 10.9 |
| | (4.3 | ) | | (6.6 | ) | | — |
| | — |
| Net Foreign Currency Transaction Losses | (0.4 | ) | | — |
| | (1.0 | ) | | — |
| | (1.4 | ) | Other (Expense) Income, Net | (1.0 | ) | | (1.6 | ) | | 1.1 |
| | 0.7 |
| | (0.8 | ) | Total Other Income (Expense), Net | 13.5 |
| | (4.6 | ) | | (1.8 | ) | | (24.5 | ) | | (17.4 | ) | | | | | | | | | | | Profit Before Income Taxes | 27.4 |
| | 14.6 |
| | 12.1 |
| | (26.7 | ) | | 27.4 |
| Income Tax Expense | 1.6 |
| | 3.5 |
| | 0.7 |
| | (4.2 | ) | | 1.6 |
| Net Earnings Including Noncontrolling Interest | 25.8 |
| | 11.1 |
| | 11.4 |
| | (22.5 | ) | | 25.8 |
| Net Earnings Attributable to Noncontrolling Interest | 0.1 |
| | — |
| | 0.1 |
| | (0.1 | ) | | 0.1 |
| Net Earnings Attributable to Tennant Company | $ | 25.7 |
| | $ | 11.1 |
| | $ | 11.3 |
| | $ | (22.4 | ) | | $ | 25.7 |
|
| | | | | | | | | | | | | | | | | | | | | Condensed Consolidated Statement of Comprehensive Income (Loss) | For the three months ended September 30, 2019 | (in millions) | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total Tennant Company | Net Earnings Including Noncontrolling Interest | $ | 14.6 |
| | $ | 4.5 |
| | $ | 2.8 |
| | $ | (7.3 | ) | | $ | 14.6 |
| Other Comprehensive Loss: | | | | | | | | | | Foreign currency translation adjustments | (12.6 | ) | | (9.9 | ) | | (13.9 | ) | | 23.8 |
| | (12.6 | ) | Pension and retiree medical benefits | — |
| | — |
| | — |
| | — |
| | — |
| Cash flow hedge | 1.7 |
| | — |
| | — |
| | — |
| | 1.7 |
| Income Taxes: | | | | | | | | | | Foreign currency translation adjustments | 0.1 |
| | — |
| | (1.1 | ) | | 1.1 |
| | 0.1 |
| Pension and retiree medical benefits | — |
| | — |
| | — |
| | — |
| | — |
| Cash flow hedge | (0.4 | ) | | — |
| | — |
| | — |
| | (0.4 | ) | Total Other Comprehensive Loss, net of tax | (11.2 | ) | | (9.9 | ) | | (15.0 | ) | | 24.9 |
| | (11.2 | ) | | | | | | | | | | | Total Comprehensive Income (Loss) Including Noncontrolling Interest | 3.4 |
| | (5.4 | ) | | (12.2 | ) | | 17.6 |
| | 3.4 |
| Comprehensive Income (Loss) Attributable to Tennant Company | $ | 3.4 |
| | $ | (5.4 | ) | | $ | (12.2 | ) | | $ | 17.6 |
| | $ | 3.4 |
|
| | | | | | | | | | | | | | | | | | | | | Condensed Consolidated Statement of Comprehensive Income (Loss) | For the nine months ended September 30, 2019 | (in millions) | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total Tennant Company | Net Earnings Including Noncontrolling Interest | $ | 34.8 |
| | $ | 12.6 |
| | $ | 3.6 |
| | $ | (16.2 | ) | | $ | 34.8 |
| Other Comprehensive Loss: | | | | | | | | | | Foreign currency translation adjustments | (13.5 | ) | | (10.1 | ) | | (14.6 | ) | | 24.7 |
| | (13.5 | ) | Pension and retiree medical benefits | — |
| | — |
| | — |
| | — |
| | — |
| Cash flow hedge | 4.3 |
| | — |
| | — |
| | — |
| | 4.3 |
| Income Taxes: | | | | | | | | | | Foreign currency translation adjustments | 0.1 |
| | — |
| | (0.1 | ) | | 0.1 |
| | 0.1 |
| Pension and retiree medical benefits | — |
| | — |
| | — |
| | — |
| | — |
| Cash flow hedge | (1.0 | ) | | — |
| | — |
| | — |
| | (1.0 | ) | Total Other Comprehensive Loss, net of tax | (10.1 | ) | | (10.1 | ) | | (14.7 | ) | | 24.8 |
| | (10.1 | ) | | | | | | | | | | | Total Comprehensive Income (Loss) Including Noncontrolling Interest | 24.7 |
| | 2.5 |
| | (11.1 | ) | | 8.6 |
| | 24.7 |
| Comprehensive Income (Loss) Attributable to Tennant Company | $ | 24.7 |
| | $ | 2.5 |
| | $ | (11.1 | ) | | $ | 8.6 |
| | $ | 24.7 |
|
| | | | | | | | | | | | | | | | | | | | | Condensed Consolidated Statement of Comprehensive Income (Loss) | For the three months ended September 30, 2018 | (in millions) | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total Tennant Company | Net Earnings Including Noncontrolling Interest | $ | 9.7 |
| | $ | 3.9 |
| | $ | 1.6 |
| | $ | (5.5 | ) | | $ | 9.7 |
| Other Comprehensive Loss: | | | | | | | | | | Foreign currency translation adjustments | (3.1 | ) | | 0.2 |
| | (3.7 | ) | | 3.5 |
| | (3.1 | ) | Pension and retiree medical benefits | — |
| | — |
| | — |
| | — |
| | — |
| Cash flow hedge | — |
| | — |
| | — |
| | — |
| | — |
| Income Taxes: | | | | | | | | | | Foreign currency translation adjustments | 0.3 |
| | — |
| | 0.3 |
| | (0.3 | ) | | 0.3 |
| Pension and retiree medical benefits | — |
| | — |
| | — |
| | — |
| | — |
| Cash flow hedge | — |
| | — |
| | — |
| | — |
| | — |
| Total Other Comprehensive (Loss) Income, net of tax | (2.8 | ) | | 0.2 |
| | (3.4 | ) | | 3.2 |
| | (2.8 | ) | | | | | | | | | | | Total Comprehensive Income (Loss) Including Noncontrolling Interest | 6.9 |
| | 4.1 |
| | (1.8 | ) | | (2.3 | ) | | 6.9 |
| Comprehensive Income (Loss) Attributable to Tennant Company | $ | 6.9 |
| | $ | 4.1 |
| | $ | (1.8 | ) | | $ | (2.3 | ) | | $ | 6.9 |
|
| | | | | | | | | | | | | | | | | | | | | Condensed Consolidated Statement of Comprehensive Income (Loss) | For the nine months ended September 30, 2018 | (in millions) | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total Tennant Company | Net Earnings Including Noncontrolling Interest | $ | 25.8 |
| | $ | 11.1 |
| | $ | 11.4 |
| | $ | (22.5 | ) | | $ | 25.8 |
| Other Comprehensive Loss: | | | | | | | | | | Foreign currency translation adjustments | (14.2 | ) | | (0.3 | ) | | (20.1 | ) | | 20.4 |
| | (14.2 | ) | Pension and retiree medical benefits | 0.1 |
| | — |
| | — |
| | — |
| | 0.1 |
| Cash flow hedge | (1.4 | ) | | — |
| | — |
| | — |
| | (1.4 | ) | Income Taxes: | | | | | | | | | | Foreign currency translation adjustments | 0.6 |
| | — |
| | 0.5 |
| | (0.5 | ) | | 0.6 |
| Pension and retiree medical benefits | (0.2 | ) | | — |
| | — |
| | — |
| | (0.2 | ) | Cash flow hedge | (0.8 | ) | | — |
| | — |
| | — |
| | (0.8 | ) | Total Other Comprehensive Loss, net of tax | (15.9 | ) | | (0.3 | ) | | (19.6 | ) | | 19.9 |
| | (15.9 | ) | | | | | | | | | | | Total Comprehensive Income (Loss) Including Noncontrolling Interest | 9.9 |
| | 10.8 |
| | (8.2 | ) | | (2.6 | ) | | 9.9 |
| Comprehensive Income Attributable to Noncontrolling Interest | 0.1 |
| | — |
| | 0.1 |
| | (0.1 | ) | | 0.1 |
| Comprehensive Income (Loss) Attributable to Tennant Company | $ | 9.8 |
| | $ | 10.8 |
| | $ | (8.3 | ) | | $ | (2.5 | ) | | $ | 9.8 |
|
| | | | | | | | | | | | | | | | | | | | | Condensed Consolidated Balance Sheet | As of September 30, 2019 | (in millions) | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total Tennant Company | ASSETS | | | | | | | | | | Current Assets: | | | | | | | | | | Cash, Cash Equivalents, and Restricted Cash | $ | 30.2 |
| | $ | 1.3 |
| | $ | 40.2 |
| | $ | — |
| | $ | 71.7 |
| Net Receivables | 1.0 |
| | 104.7 |
| | 107.0 |
| | — |
| | 212.7 |
| Intercompany Receivables | 24.2 |
| | 124.1 |
| | — |
| | (148.3 | ) | | — |
| Inventories | 44.1 |
| | 19.5 |
| | 110.8 |
| | (13.5 | ) | | 160.9 |
| Prepaid and Other Current Assets | 19.8 |
| | 1.0 |
| | 12.7 |
| | 0.7 |
| | 34.2 |
| Total Current Assets | 119.3 |
| | 250.6 |
| | 270.7 |
| | (161.1 | ) | | 479.5 |
| Property, Plant and Equipment | 250.3 |
| | 12.9 |
| | 148.4 |
| | — |
| | 411.6 |
| Accumulated Depreciation | (170.7 | ) | | (7.2 | ) | | (66.2 | ) | | — |
| | (244.1 | ) | Property, Plant and Equipment, Net | 79.6 |
| | 5.7 |
| | 82.2 |
| | — |
| | 167.5 |
| Operating Lease Assets | 5.4 |
| | 9.9 |
| | 30.9 |
| | — |
| | 46.2 |
| Investment in Affiliates | 402.9 |
| | 13.5 |
| | 38.4 |
| | (454.8 | ) | | — |
| Intercompany Loans | 293.5 |
| | — |
| | — |
| | (293.5 | ) | | — |
| Goodwill | 12.9 |
| | 1.7 |
| | 170.8 |
| | — |
| | 185.4 |
| Intangible Assets, Net | 3.4 |
| | 2.5 |
| | 133.6 |
| | — |
| | 139.5 |
| Other Assets | 5.7 |
| | 4.2 |
| | 17.1 |
| | — |
| | 27.0 |
| Total Assets | $ | 922.7 |
| | $ | 288.1 |
| | $ | 743.7 |
| | $ | (909.4 | ) | | $ | 1,045.1 |
| LIABILITIES AND TOTAL EQUITY | | | | | | | | | | Current Liabilities: | | | | | | | | | | Current Portion of Long-Term Debt | $ | 19.0 |
| | $ | — |
| | $ | 1.2 |
| | $ | — |
| | $ | 20.2 |
| Accounts Payable | 42.8 |
| | 6.2 |
| | 44.9 |
| | — |
| | 93.9 |
| Intercompany Payables | 123.3 |
| | — |
| | 25.0 |
| | (148.3 | ) | | — |
| Employee Compensation and Benefits | 15.4 |
| | 13.1 |
| | 24.4 |
| | — |
| | 52.9 |
| Other Current Liabilities | 30.4 |
| | 20.5 |
| | 51.3 |
| | 0.7 |
| | 102.9 |
| Total Current Liabilities | 230.9 |
| | 39.8 |
| | 146.8 |
| | (147.6 | ) | | 269.9 |
| Long-Term Liabilities: | | | | | | | | | | Long-Term Debt | 321.0 |
| | — |
| | 1.2 |
| | — |
| | 322.2 |
| Intercompany Loans | 3.8 |
| | 128.0 |
| | 161.7 |
| | (293.5 | ) | | — |
| Long-Term Operating Lease Liabilities | 4.6 |
| | 4.8 |
| | 20.4 |
| | — |
| | 29.8 |
| Employee-Related Benefits | 10.7 |
| | 1.4 |
| | 7.4 |
| | — |
| | 19.5 |
| Deferred Income Taxes | — |
| | — |
| | 42.4 |
| | — |
| | 42.4 |
| Other Liabilities | 11.9 |
| | 2.9 |
| | 6.7 |
| | — |
| | 21.5 |
| Total Long-Term Liabilities | 352.0 |
| | 137.1 |
| | 239.8 |
| | (293.5 | ) | | 435.4 |
| Total Liabilities | 582.9 |
| | 176.9 |
| | 386.6 |
| | (441.1 | ) | | 705.3 |
| Equity: | | | | | | | | | | Common Stock | 6.8 |
| | — |
| | 11.1 |
| | (11.1 | ) | | 6.8 |
| Additional Paid-In Capital | 39.7 |
| | 77.5 |
| | 417.4 |
| | (494.9 | ) | | 39.7 |
| Retained Earnings | 339.1 |
| | 35.3 |
| | 1.0 |
| | (36.3 | ) | | 339.1 |
| Accumulated Other Comprehensive Loss | (47.3 | ) | | (1.6 | ) | | (73.9 | ) | | 75.5 |
| | (47.3 | ) | Total Tennant Company Shareholders' Equity | 338.3 |
| | 111.2 |
| | 355.6 |
| | (466.8 | ) | | 338.3 |
| Noncontrolling Interest | 1.5 |
| | — |
| | 1.5 |
| | (1.5 | ) | | 1.5 |
| Total Equity | 339.8 |
| | 111.2 |
| | 357.1 |
| | (468.3 | ) | | 339.8 |
| Total Liabilities and Total Equity | $ | 922.7 |
| | $ | 288.1 |
| | $ | 743.7 |
| | $ | (909.4 | ) | | $ | 1,045.1 |
|
| | | | | | | | | | | | | | | | | | | | | Condensed Consolidated Balance Sheet | As of December 31, 2018 | (in millions) | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total Tennant Company | ASSETS | | | | | | | | | | Current Assets: | | | | | | | | | | Cash, Cash Equivalents, and Restricted Cash | $ | 24.8 |
| | $ | 1.6 |
| | $ | 59.7 |
| | $ | — |
| | $ | 86.1 |
| Net Receivables | 0.9 |
| | 94.8 |
| | 120.5 |
| | — |
| | 216.2 |
| Intercompany Receivables | 30.0 |
| | 148.9 |
| | — |
| | (178.9 | ) | | — |
| Inventories | 37.1 |
| | 13.4 |
| | 94.7 |
| | (10.1 | ) | | 135.1 |
| Prepaid and Other Current Assets | 17.5 |
| | 1.2 |
| | 13.0 |
| | (0.5 | ) | | 31.2 |
| Total Current Assets | 110.3 |
| | 259.9 |
| | 287.9 |
| | (189.5 | ) | | 468.6 |
| Property, Plant and Equipment | 229.8 |
| | 12.7 |
| | 144.1 |
| | — |
| | 386.6 |
| Accumulated Depreciation | (159.4 | ) | | (6.9 | ) | | (56.9 | ) | | — |
| | (223.2 | ) | Property, Plant and Equipment, Net | 70.4 |
| | 5.8 |
| | 87.2 |
| | — |
| | 163.4 |
| Operating Lease Assets | — |
| | — |
| | — |
| | — |
| | — |
| Investment in Affiliates | 421.0 |
| | 12.1 |
| | 20.8 |
| | (453.9 | ) | | — |
| Intercompany Loans | 301.6 |
| | — |
| | 3.2 |
| | (304.8 | ) | | — |
| Goodwill | 12.9 |
| | 1.7 |
| | 168.1 |
| | — |
| | 182.7 |
| Intangible Assets, Net | 4.0 |
| | 2.7 |
| | 139.8 |
| | — |
| | 146.5 |
| Other Assets | 11.0 |
| | 3.1 |
| | 17.2 |
| | — |
| | 31.3 |
| Total Assets | $ | 931.2 |
| | $ | 285.3 |
| | $ | 724.2 |
| | $ | (948.2 | ) | | $ | 992.5 |
| LIABILITIES AND TOTAL EQUITY | | | | | | | | | | Current Liabilities: | | | | | | | | | | Current Portion of Long-Term Debt | $ | 21.8 |
| | $ | — |
| | $ | 5.2 |
| | $ | — |
| | $ | 27.0 |
| Accounts Payable | 41.0 |
| | 5.0 |
| | 52.4 |
| | — |
| | 98.4 |
| Intercompany Payables | 149.5 |
| | — |
| | 29.5 |
| | (179.0 | ) | | — |
| Employee Compensation and Benefits | 14.4 |
| | 17.2 |
| | 24.5 |
| | — |
| | 56.1 |
| Other Current Liabilities | 22.8 |
| | 17.6 |
| | 27.5 |
| | (0.5 | ) | | 67.4 |
| Total Current Liabilities | 249.5 |
| | 39.8 |
| | 139.1 |
| | (179.5 | ) | | 248.9 |
| Long-Term Liabilities: | | | | | | | | | | Long-Term Debt | 326.5 |
| | — |
| | 1.6 |
| | — |
| | 328.1 |
| Intercompany Loans | 3.3 |
| | 128.1 |
| | 173.5 |
| | (304.9 | ) | | — |
| Long-Term Operating Lease Liabilities | — |
| | — |
| | — |
| | — |
| | — |
| Employee-Related Benefits | 11.0 |
| | 2.0 |
| | 8.1 |
| | — |
| | 21.1 |
| Deferred Income Taxes | — |
| | — |
| | 46.0 |
| | — |
| | 46.0 |
| Other Liabilities | 24.6 |
| | 2.9 |
| | 4.6 |
| | — |
| | 32.1 |
| Total Long-Term Liabilities | 365.4 |
| | 133.0 |
| | 233.8 |
| | (304.9 | ) | | 427.3 |
| Total Liabilities | 614.9 |
| | 172.8 |
| | 372.9 |
| | (484.4 | ) | | 676.2 |
| Equity: | | | | | | | | | | Common Stock | 6.8 |
| | — |
| | 11.1 |
| | (11.1 | ) | | 6.8 |
| Additional Paid-In Capital | 28.5 |
| | 77.5 |
| | 399.5 |
| | (477.0 | ) | | 28.5 |
| Retained Earnings | 316.3 |
| | 36.6 |
| | (2.5 | ) | | (34.1 | ) | | 316.3 |
| Accumulated Other Comprehensive Loss | (37.2 | ) | | (1.6 | ) | | (58.7 | ) | | 60.3 |
| | (37.2 | ) | Total Tennant Company Shareholders' Equity | 314.4 |
| | 112.5 |
| | 349.4 |
| | (461.9 | ) | | 314.4 |
| Noncontrolling Interest | 1.9 |
| | — |
| | 1.9 |
| | (1.9 | ) | | 1.9 |
| Total Equity | 316.3 |
| | 112.5 |
| | 351.3 |
| | (463.8 | ) | | 316.3 |
| Total Liabilities and Total Equity | $ | 931.2 |
| | $ | 285.3 |
| | $ | 724.2 |
| | $ | (948.2 | ) | | $ | 992.5 |
|
| | | | | | | | | | | | | | | | | | | | | Condensed Consolidated Statement of Cash Flows | For the nine months ended September 30, 2019 | (in millions) | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total Tennant Company | OPERATING ACTIVITIES | | | | | | | | | | Net Cash Provided by (Used in) Operating Activities | $ | 43.2 |
| | $ | (0.1 | ) | | $ | 3.1 |
| | $ | — |
| | $ | 46.2 |
| INVESTING ACTIVITIES | | | | | | | | | | Purchases of Property, Plant and Equipment | (20.5 | ) | | (0.2 | ) | | (7.6 | ) | | — |
| | (28.3 | ) | Proceeds from Disposals of Property, Plant, and Equipment | 0.1 |
| | — |
| | — |
| | — |
| | 0.1 |
| Proceeds from Principal Payments Received on Long-Term Note Receivable | — |
| | — |
| | 0.1 |
| | — |
| | 0.1 |
| Acquisition of Business, Net of Cash Acquired | — |
| | — |
| | (8.9 | ) | | — |
| | (8.9 | ) | Purchase of Intangible Assets | — |
| | — |
| | (0.5 | ) | | — |
| | (0.5 | ) | Loan Payments from Parent | — |
| | — |
| | (0.6 | ) | | 0.6 |
| | — |
| Net Cash Used in Investing Activities | (20.4 | ) | | (0.2 | ) | | (17.5 | ) | | 0.6 |
| | (37.5 | ) | FINANCING ACTIVITIES | | | | | | | | | | Proceeds from Credit Facility Borrowings | 25.0 |
| | — |
| | — |
| | — |
| | 25.0 |
| Loan Payments to Subsidiaries | 0.6 |
| | — |
| | — |
| | (0.6 | ) | | — |
| Repayments of Debt | (33.8 | ) | | — |
| | (4.1 | ) | | — |
| | (37.9 | ) | Change in Finance Lease Obligations | — |
| | — |
| | (0.2 | ) | | — |
| | (0.2 | ) | Proceeds from Issuances of Common Stock | 2.8 |
| | — |
| | — |
| | — |
| | 2.8 |
| Purchase of Noncontrolling Owner Interest | — |
| | — |
| | (0.5 | ) | | — |
| | (0.5 | ) | Dividends Paid | (12.0 | ) | | — |
| | — |
| | — |
| | (12.0 | ) | Net Cash Used in Financing Activities | (17.4 | ) | | — |
| | (4.8 | ) | | (0.6 | ) | | (22.8 | ) | Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | — |
| | — |
| | (0.3 | ) | | — |
| | (0.3 | ) | Net Decrease in Cash, Cash Equivalents and Restricted Cash | 5.4 |
| | (0.3 | ) | | (19.5 | ) | | — |
| | (14.4 | ) | Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 24.8 |
| | 1.6 |
| | 59.7 |
| | — |
| | 86.1 |
| Cash, Cash Equivalents and Restricted Cash at End of Period | $ | 30.2 |
| | $ | 1.3 |
| | $ | 40.2 |
| | $ | — |
| | $ | 71.7 |
|
| | | | | | | | | | | | | | | | | | | | | Condensed Consolidated Statement of Cash Flows | For the nine months ended September 30, 2018 | (in millions) | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total Tennant Company | OPERATING ACTIVITIES | | | | | | | | | | Net Cash Provided by (Used in) Operating Activities | $ | 43.7 |
| | $ | 0.2 |
| | $ | (0.3 | ) | | $ | — |
| | $ | 43.6 |
| INVESTING ACTIVITIES | | | | | | | | | | Purchases of Property, Plant and Equipment | (4.5 | ) | | — |
| | (8.2 | ) | | — |
| | (12.7 | ) | Proceeds from Disposal of Property, Plant and Equipment | — |
| | — |
| | 0.1 |
| | — |
| | 0.1 |
| Proceeds from Principal Payments Received on Long-Term Note Receivable | — |
| | — |
| | 0.8 |
| | — |
| | 0.8 |
| Proceeds from Sale of Business | — |
| | — |
| | 4.0 |
| | — |
| | 4.0 |
| Purchase of Intangible Asset | (2.5 | ) | | — |
| | (0.1 | ) | | — |
| | (2.6 | ) | Change in Investments in Subsidiaries | (1.8 | ) | | — |
| | — |
| | 1.8 |
| | — |
| Loan Payments from Subsidiaries | 1.2 |
| | — |
| | — |
| | (1.2 | ) | | — |
| Loan Payments from Parent | — |
| | — |
| | 1.0 |
| | (1.0 | ) | | — |
| Net Cash Used in Investing Activities | (7.6 | ) | | — |
| | (2.4 | ) | | (0.4 | ) | | (10.4 | ) | FINANCING ACTIVITIES | | | | | | | | | | Loan Payments to Subsidiaries | (1.0 | ) | | — |
| | — |
| | 1.0 |
| | — |
| Loan Payments to Parent | — |
| | — |
| | (1.2 | ) | | 1.2 |
| | — |
| Change in Subsidiary Equity | — |
| | — |
| | 1.8 |
| | (1.8 | ) | | — |
| Repayment of Debt | (30.0 | ) | | — |
| | (0.2 | ) | | — |
| | (30.2 | ) | Proceeds from Issuance of Common Stock | 5.7 |
| | — |
| | — |
| | — |
| | 5.7 |
| Dividends Paid | (11.3 | ) | | — |
| | — |
| | — |
| | (11.3 | ) | Net Cash (Used in) Provided by Financing Activities | (36.6 | ) | | — |
| | 0.4 |
| | 0.4 |
| | (35.8 | ) | Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | 0.1 |
| | — |
| | (2.4 | ) | | — |
| | (2.3 | ) | Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | (0.4 | ) | | 0.2 |
| | (4.7 | ) | | — |
| | (4.9 | ) | Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 18.5 |
| | 0.5 |
| | 40.0 |
| | — |
| | 59.0 |
| Cash, Cash Equivalents and Restricted Cash at End of Period | $ | 18.1 |
| | $ | 0.7 |
| | $ | 35.3 |
| | $ | — |
| | $ | 54.1 |
|
|